U.S. President Donald Trump is once again in the headlines following his latest comment, labeling green energy as "stupid", during yesterday’s speech at the United Nations. His remarks, which included calling renewable initiatives a 'scam' and vowing to halt new solar and wind projects, naturally caused an upheaval strong enough to rattle clean energy investors. Consequently, they responded skeptically, which caused the clean energy ETFs to tumble. Invesco Solar ETF ((TAN) lost about 3.5% on Sept. 23, 2025, ...

Core Viewpoint - American Salars Lithium Inc. has appointed Dr. Mark King, a leading expert in lithium brine, as a Technical Advisor and Qualified Person, enhancing the company's technical capabilities in lithium exploration [1][4]. Company Overview - American Salars Lithium Inc. is focused on exploring and developing high-value battery metals projects to cater to the growing electric vehicle market [4]. Expertise of Dr. Mark King - Dr. King has over 30 years of international experience in groundwater modeling and geochemistry, with a specialization in lithium brine projects for the past 15 years [2]. - His extensive background in chemistry and numerical modeling has made him a leading figure in brine exploration and resource estimation [2]. - Dr. King has been involved in resource and reserve estimation for multiple significant brine projects and has conducted due diligence on over 20 advanced brine projects and 100+ early-stage projects in South America and the southern US [3]. Technical Team Contributions - Dr. King's team at GWI possesses advanced expertise in geological modeling, GIS, data management, and 3D visualization, which will support American Salars in exploration and resource consulting [3]. Leadership Statement - R. Nick Horsley, CEO of American Salars, expressed enthusiasm about Dr. King's addition to the team, highlighting his global recognition and experience in lithium brine projects across North and South America [4].

Core Insights - Flagstar Bank has appointed Mark Pittsey as Executive Vice President, Head of Private Banking and Wealth Management, to drive growth in these sectors [1][2][3] - Pittsey brings extensive experience from HSBC, Deutsche Bank, and Wells Fargo, where he managed significant assets and led large teams [2][4] - The bank aims to enhance its private banking and wealth management offerings through an integrated approach to meet the needs of high-net-worth clients [2][3] Company Overview - Flagstar Financial, Inc. is the parent company of Flagstar Bank, one of the largest regional banks in the U.S., headquartered in Hicksville, New York [5] - As of December 31, 2024, the company reported $100.2 billion in assets, $69.2 billion in loans, $75.9 billion in deposits, and $8.2 billion in total stockholders' equity [5] - Flagstar Bank operates over 400 locations across 10 states, with a strong presence in the Northeast and Midwest, and has approximately 80 private banking teams [6]

[PART I FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section provides the company's unaudited financial statements and related notes, detailing its financial position, performance, and cash flows [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements, detailing financial position, performance, and cash flows with explanatory notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This statement provides a snapshot of the company's assets, liabilities, and stockholders' deficit at specific points in time, reflecting its financial health | Metric | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------ | | Cash | $21 | $145 | | Total current assets | $1,614 | $9,440 | | Total assets | $2,612 | $10,236 | | Total current liabilities | $58,106 | $49,540 | | Total liabilities | $58,227 | $49,826 | | Total stockholders' deficit | $(55,615) | $(39,590) | - Total assets decreased significantly from **$10,236 thousand** at December 31, 2023, to **$2,612 thousand** at September 30, 2024, while total liabilities increased from **$49,826 thousand** to **$58,227 thousand**[15](index=15&type=chunk) [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This statement details the company's revenues, expenses, and net loss over specific periods, indicating operational performance | Metric (in thousands) | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Revenue | $320 | $183 | $4,406 | $4,176 | | Total cost and expense | $10,365 | $4,312 | $21,521 | $15,307 | | Operating loss | $(10,045) | $(4,129) | $(17,115) | $(11,131) | | Net loss | $(9,614) | $(7,172) | $(28,664) | $(21,208) | | Comprehensive loss | $(9,666) | $(6,997) | $(28,747) | $(21,578) | | Net loss per share, basic and diluted | $(0.19) | $(0.39) | $(0.66) | $(1.38) | - Net loss increased by **34%** for the three months ended September 30, 2024, to **$(9,614) thousand**, and by **35%** for the nine months ended September 30, 2024, to **$(28,664) thousand**, primarily due to a significant increase in impairments[17](index=17&type=chunk) [Unaudited Condensed Consolidated Statements of Stockholders' Deficit](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%27%20Deficit) This statement tracks changes in the company's equity, including common stock, additional paid-in capital, and accumulated deficit | Metric (in thousands) | September 30, 2024 | December 31, 2023 | | :-------------------------------- | :----------------- | :------------------ | | Common Stock Shares | 53,770,968 | 22,038,855 | | Common Stock Par Value | $54 | $22 | | Additional Paid In Capital | $391,934 | $379,244 | | Accumulated Deficit | $(446,334) | $(417,670) | | Total Stockholders' Deficit | $(55,615) | $(39,590) | - The accumulated deficit increased to **$(446,334) thousand** as of September 30, 2024, from **$(417,670) thousand** at December 31, 2023, reflecting ongoing net losses[20](index=20&type=chunk) - Common stock shares outstanding significantly increased from **22,038,855** at December 31, 2023, to **53,770,968** at September 30, 2024, largely due to issuances related to agreements with Ionic[20](index=20&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement categorizes cash inflows and outflows from operating, investing, and financing activities, showing liquidity changes | Cash Flow Activity (in thousands) | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(7,034) | $(9,083) | | Net cash used in investing activities | $(569) | $(32) | | Net cash provided by financing activities | $7,479 | $9,333 | | Net change in cash | $(124) | $218 | | Cash at End of Period | $21 | $270 | - Net cash used in operating activities decreased by **$2,000 thousand**, from **$(9,083) thousand** in 2023 to **$(7,034) thousand** in 2024, primarily due to timing of working capital payments[23](index=23&type=chunk)[177](index=177&type=chunk) - Cash provided by financing activities decreased by **$1,900 thousand**, from **$9,333 thousand** in 2023 to **$7,479 thousand** in 2024[23](index=23&type=chunk)[180](index=180&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and additional information supporting the condensed consolidated financial statements [NOTE 1. ORGANIZATION AND BUSINESS](index=9&type=section&id=NOTE%201.%20ORGANIZATION%20AND%20BUSINESS) This note describes the company's business, its going concern risks, and management's plans to address liquidity challenges - Remark Holdings, Inc. is a diversified global technology business focused on AI and data-analytics solutions, with common stock traded on the OTCQX market under the ticker symbol MARK[25](index=25&type=chunk) - The company has a history of recurring operating losses, working capital deficiencies, and negative cash flows, resulting in a stockholders' deficit of **$55.6 million** as of September 30, 2024, raising substantial doubt about its ability to continue as a going concern[27](index=27&type=chunk)[28](index=28&type=chunk) - Management plans to fund future operations through revenue growth from AI and data analytics offerings and is actively evaluating strategic alternatives, including debt and equity financings[29](index=29&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles and methods used in preparing the financial statements, including revenue recognition - Financial statements are prepared in accordance with Form 10-Q instructions, omitting certain information and footnote disclosures normally included in annual GAAP statements[33](index=33&type=chunk) - Revenue is recognized when control of promised goods or services is transferred to customers and collectability of consideration is probable, primarily from AI-based products and services[45](index=45&type=chunk)[46](index=46&type=chunk) Cash Balances by Currency Denomination (in thousands) | Cash denominated in: | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :------------------- | :----------------- | :------------------ | | USD | $2 | $3 | | CNY | $14 | $10 | | GBP | $1 | $0 | | HKD | $4 | $0 | | **Total cash** | **$21** | **$14** | [NOTE 3. CONCENTRATION OF RISK](index=14&type=section&id=NOTE%203.%20CONCENTRATION%20OF%20RISK) This note identifies significant concentrations of risk, particularly regarding revenue from a single customer and deferred cost of revenue - The majority of revenue for the nine months ended September 30, 2024, resulted from one customer, indicating a significant concentration of revenue risk[61](index=61&type=chunk) - A risk concentration exists regarding deferred cost of revenue, particularly related to projects in China[62](index=62&type=chunk) - The company believes there are sufficient alternative vendors for hardware purchases, mitigating supply chain disruption risk for cost of sales[63](index=63&type=chunk) [NOTE 4. REVENUE](index=14&type=section&id=NOTE%204.%20REVENUE) This note disaggregates revenue by product/service category and geographic region, highlighting shifts in revenue sources Disaggregation of Revenue by Category (in thousands) | Category | 3 Months Ended Sep 30, 2024 (in thousands) | 3 Months Ended Sep 30, 2023 (in thousands) | 9 Months Ended Sep 30, 2024 (in thousands) | 9 Months Ended Sep 30, 2023 (in thousands) | | :----------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | AI-based products and services | $234 | $174 | $4,320 | $4,000 | | Other | $86 | $9 | $86 | $176 | | **Total Revenue** | **$320** | **$183** | **$4,406** | **$4,176** | Disaggregation of Revenue by Country (in thousands) | Country | 3 Months Ended Sep 30, 2024 (in thousands) | 3 Months Ended Sep 30, 2023 (in thousands) | 9 Months Ended Sep 30, 2024 (in thousands) | 9 Months Ended Sep 30, 2023 (in thousands) | | :----------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | China | $253 | $174 | $640 | $4,014 | | United States and United Kingdom | $67 | $9 | $3,766 | $162 | | **Total Revenue** | **$320** | **$183** | **$4,406** | **$4,176** | - Revenue from China significantly decreased from **$4,014 thousand** in the nine months ended September 30, 2023, to **$640 thousand** in the same period of 2024, while U.S. and U.K. revenue increased from **$162 thousand** to **$3,766 thousand**[66](index=66&type=chunk) [NOTE 5. TRADE ACCOUNTS RECEIVABLE](index=16&type=section&id=NOTE%205.%20TRADE%20ACCOUNTS%20RECEIVABLE) This note details the composition of trade accounts receivable, including allowances for bad debt and regional breakdowns Trade Accounts Receivable, Net (in thousands) | Region | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :----------------------- | :----------------- | :------------------ | | U.S. and U.K. (net) | $6 | $20 | | China (net) | $296 | $1,267 | | **Total Accounts Receivable - net** | **$302** | **$1,287** | - Gross accounts receivable in China were **$6,756 thousand** at September 30, 2024, with an allowance for bad debt of **$6,460 thousand**, reflecting longer payment timelines and lingering COVID-19 effects[72](index=72&type=chunk) [NOTE 6. DEFERRED COST OF REVENUE](index=16&type=section&id=NOTE%206.%20DEFERRED%20COST%20OF%20REVENUE) This note explains the deferred cost of revenue and the significant impairment recorded due to project delays and geopolitical factors - Deferred cost of revenue, primarily related to China projects, was **$6.6 million** at December 31, 2023, with **$0.4 million** utilized in 2024[73](index=73&type=chunk) - A full impairment of **$6.5 million** was recorded during the three months ended September 30, 2024, due to delays from COVID-19 lockdowns, slow recovery, increased U.S.-China political tensions, and limited capital resources for China operations[74](index=74&type=chunk) [NOTE 7. PREPAID EXPENSE AND OTHER CURRENT ASSETS](index=17&type=section&id=NOTE%207.%20PREPAID%20EXPENSE%20AND%20OTHER%20CURRENT%20ASSETS) This note itemizes the components of prepaid expenses and other current assets, such as other receivables and deposits Components of Prepaid Expense and Other Current Assets (in thousands) | Component | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :----------------------- | :----------------- | :------------------ | | Other receivables | $3 | $147 | | Prepaid expense | $352 | $339 | | Deposits | $122 | $128 | | **Total** | **$477** | **$614** | [NOTE 8. PROPERTY AND EQUIPMENT](index=17&type=section&id=NOTE%208.%20PROPERTY%20AND%20EQUIPMENT) This note presents the net book value of property and equipment, including accumulated depreciation Property and Equipment, Net (in thousands) | Category | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------------------- | :----------------- | :------------------ | | Total property, equipment and software | $6,315 | $5,698 | | Less accumulated depreciation | $(5,700) | $(5,509) | | **Total property, equipment and software, net** | **$615** | **$189** | - Net property, equipment, and software increased from **$189 thousand** at December 31, 2023, to **$615 thousand** at September 30, 2024[76](index=76&type=chunk) [NOTE 9. ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES](index=17&type=section&id=NOTE%209.%20ACCURED%20EXPENSE%20AND%20OTHER%20CURRENT%20LIABILITIES) This note details the various components of accrued expenses and other current liabilities, such as payroll taxes and other payables Components of Accrued Expense and Other Current Liabilities (in thousands) | Component | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------------------- | :----------------- | :------------------ | | Accrued compensation and benefit-related expense | $3,084 | $3,221 | | Accrued delinquent payroll taxes | $1,391 | $495 | | Accrued interest | $0 | $1,570 | | Other accrued expense | $3,272 | $3,187 | | Other payables | $2,326 | $2,138 | | Operating lease liability - current | $261 | $288 | | Other current liabilities | $994 | $788 | | **Total** | **$11,328** | **$11,687** | - Accrued delinquent payroll taxes increased from **$495 thousand** at December 31, 2023, to **$1,391 thousand** at September 30, 2024[77](index=77&type=chunk) [NOTE 10. NOTES PAYABLE](index=18&type=section&id=NOTE%2010.%20NOTES%20PAYABLE) This note describes the company's notes payable, including the exchange of Mudrick Notes for Secured Convertible Debentures Notes Payable (in thousands) | Type | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :----------------------- | :----------------- | :------------------ | | 2023 Mudrick Notes | $0 | $16,307 | | Secured Convertible Debentures | $19,489 | $0 | | **Notes payable** | **$19,489** | **$16,307** | - On August 5, 2024, the 2023 Mudrick Notes (principal **$16.3 million** plus **$3.7 million** accrued interest) were exchanged for newly-issued Secured Convertible Debentures totaling approximately **$19.981 million**[80](index=80&type=chunk)[87](index=87&type=chunk) - The Secured Convertible Debentures mature on May 15, 2025, bear interest at **20.5%** per annum (payable in common stock), are convertible into common stock at the Investors' option (subject to a **$0.10** floor price), and are secured by all company assets[81](index=81&type=chunk)[86](index=86&type=chunk) [NOTE 11. FUNDS RECEIVED IN ADVANCE OF POTENTIAL FINANCING](index=19&type=section&id=NOTE%2011.%20FUNDS%20RECEIVED%20IN%20ADVANCE%20OF%20POTENTIAL%20FINANCING) This note discloses the liability for cash received in anticipation of a future financing agreement - As of September 30, 2024, the company reported a liability of **$2.75 million** for cash received from an unrelated potential investor/creditor in advance of finalizing an agreement[88](index=88&type=chunk) [NOTE 12. OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC)](index=20&type=section&id=NOTE%2012.%20OBLIGATIONS%20TO%20ISSUE%20COMMON%20STOCK%20%28TRANSACTIONS%20WITH%20IONIC%29) This note details the company's obligations to issue common stock, primarily related to agreements with Ionic Changes in Obligations to Issue Common Stock (in thousands) | Obligation | Balance at Dec 31, 2023 (in thousands) | Establishment of new obligation (in thousands) | Issuance of shares (in thousands) | Change in measurement of liability (in thousands) | Balance at Sep 30, 2024 (in thousands) | | :----------------------- | :-------------------------- | :------------------------------ | :----------------- | :------------------------------- | :-------------------------- | | 2023 Debentures | $4,647 | $0 | $(10,321) | $5,674 | $0 | | ELOC Advances | $5,386 | $7,781 | $(2,318) | $995 | $11,844 | | **Total** | **$10,033** | **$7,781** | **$(12,639)** | **$6,669** | **$11,844** | - During the nine months ended September 30, 2024, the company issued **16,271,989 shares** (fair value **$10.3 million**) in final settlement of 2023 Debentures and **14,841,931 shares** (fair value **$2.3 million**) in partial settlement of ELOC Advances[91](index=91&type=chunk)[102](index=102&type=chunk) - As of September 30, 2024, an estimated **110,482,841 shares** (fair value **$11.8 million**) are expected to be issued in settlement of ELOC Advances[102](index=102&type=chunk)[104](index=104&type=chunk) [NOTE 13. COMMITMENTS AND CONTINGENCIES](index=24&type=section&id=NOTE%2013.%20COMMITMENTS%20AND%20CONTINGENCIES) This note states the company's current commitments and contingencies, including legal proceedings - As of September 30, 2024, the company had no material commitments outside the normal course of business[106](index=106&type=chunk) - The company was neither a defendant in any material pending legal proceeding nor aware of any material threatened claims against it[107](index=107&type=chunk) [NOTE 14. STOCKHOLDERS' DEFICIT](index=24&type=section&id=NOTE%2014.%20STOCKHOLDERS%27%20DEFICIT) This note provides details on changes in stockholders' deficit, including common stock issuances and outstanding equity instruments - During the nine months ended September 30, 2024, the company issued **31,113,920 shares** (fair value **$12.6 million**) to Ionic and **488,193 shares** (fair value **$0.1 million**) to Mudrick[108](index=108&type=chunk) Equity-Classified Stock Warrants Outstanding | Metric | September 30, 2024 | December 31, 2023 | | :-------------------------------- | :----------------- | :------------------ | | Shares Outstanding | 1,007,441 | 1,007,441 | | Weighted Average Exercise Price Per Share | $39.90 | $39.90 | | Weighted-Average Remaining Contractual Term | 1.7 years | 2.7 years | Equity-Classified Stock Options Outstanding | Metric | September 30, 2024 | December 31, 2023 | | :-------------------------------- | :----------------- | :------------------ | | Shares Outstanding | 1,516,911 | 1,618,851 | | Weighted Average Exercise Price Per Share | $28.54 | $30.31 | | Weighted-Average Remaining Contractual Term | 3.7 years | 4.5 years | [NOTE 15. RELATED PARTY TRANSACTIONS](index=26&type=section&id=NOTE%2015.%20RELATED%20PARTY%20TRANSACTIONS) This note discloses transactions and balances with related parties, including amounts owed to management - As of September 30, 2024, the company owed approximately **$1.5 million** to members of management for operating expense payments; these amounts are unsecured, non-interest-bearing, with no formal repayment terms[115](index=115&type=chunk) - In August 2024, the company entered into a **$0.3 million** short-term, non-interest bearing, unsecured promissory note with a related party[116](index=116&type=chunk) [NOTE 16. CHINA BUSINESS PARTNER](index=26&type=section&id=NOTE%2016.%20CHINA%20BUSINESS%20PARTNER) This note describes the company's relationship with a China Business Partner, including revenue and outstanding payables - The company has a multi-faceted relationship with an unrelated China Business Partner, including past revenue generation, inventory and software purchases, and a shared senior leadership team member[117](index=117&type=chunk) - No or de minimis revenue was recognized from the China Business Partner relationship during the nine months ended September 30, 2024 and 2023[118](index=118&type=chunk) - Outstanding accounts payable to the China Business Partner were **$0.7 million** at both September 30, 2024, and December 31, 2023[118](index=118&type=chunk) [NOTE 17. SUBSEQUENT EVENTS](index=26&type=section&id=NOTE%2017.%20SUBSEQUENT%20EVENTS) This note reports significant events occurring after the reporting period, such as further stock issuances and preferred stock designations - From October 1, 2024, through January 8, 2025, the company issued **5,950,503 common shares** to Ionic for ELOC Advances and **2,060,584 common shares** to Mudrick for **$0.2 million** of Secured Convertible Debentures[119](index=119&type=chunk) - On October 31, 2024, the company designated **150,000 shares** of Series A Redeemable Voting Preferred Stock, which were issued to the Chief Executive Officer, Kai-Shing Tao[120](index=120&type=chunk)[121](index=121&type=chunk) - The Series A Preferred Stock has no dividends, a **$0.001** liquidation preference (junior to Series B), is automatically redeemable in **270 days**, is not convertible, and carries **1,000 votes** per share on specific voting proposals[122](index=122&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=28&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial condition, operational results, and future outlook, including strategic shifts and liquidity challenges [OUR BUSINESS](index=28&type=section&id=OUR%20BUSINESS) This section describes Remark's core AI and data-analytics business, its strategic shift away from China, and expansion efforts in other regions - Remark's core business involves AI and data-analytics, utilizing its Smart Safety Platform (SSP) for computer vision products and solutions in various markets including retail, construction, and public safety[124](index=124&type=chunk)[125](index=125&type=chunk)[127](index=127&type=chunk) - The company is strategically shifting its business focus away from China due to slow economic recovery and rising political tensions, reducing staff and aiming for China business to be a minimal portion of overall operations[128](index=128&type=chunk)[129](index=129&type=chunk) - Expansion efforts are concentrated in the Asia-Pacific region (outside China), U.S., U.K., and Central/South America, with plans to develop channel partnerships[129](index=129&type=chunk)[130](index=130&type=chunk) Revenue Categories as a Percentage of Total Consolidated Revenue | Category | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | AI-based products and services | 73 % | 95 % | 98 % | 96 % | | Advertising and other | 27 % | 5 % | 2 % | 4 % | [CRITICAL ACCOUNTING ESTIMATES](index=29&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) This section discusses key accounting estimates, particularly the impairment of deferred cost of revenue related to China projects - The company recorded a full impairment of **$6.5 million** during the three months ended September 30, 2024, for the Deferred cost of revenue asset associated with pending projects in China[139](index=139&type=chunk) - The impairment was necessitated by the slow economic recovery in China, increased political tensions between the U.S. and China, and limited capital resources for China operations, which caused significant delays in project completion[139](index=139&type=chunk) [RESULTS OF OPERATIONS](index=30&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes the company's revenue and expense changes for the reported periods, explaining the drivers of net loss Operating Results (in thousands) | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | Change (Dollars) | Change (Percentage) | | :-------------------------------------- | :-------------------------- | :-------------------------- | :----------------- | :------------------ | | Revenue | $320 | $183 | $137 | 75 % | | Cost of revenue | $107 | $254 | $(147) | (58)% | | Sales and marketing | $281 | $340 | $(59) | (17)% | | Technology and development | $698 | $768 | $(70) | (9)% | | General and administrative | $2,763 | $2,843 | $(80) | (3)% | | Depreciation and amortization | $53 | $107 | $(54) | (50)% | | Impairments | $6,463 | $0 | $6,463 | N/A | | Interest expense | $(376) | $(949) | $573 | (60)% | | Finance cost related to obligations to issue common stock | $809 | $(2,086) | $2,895 | (139)% | | Net loss | $(9,614) | $(7,172) | $(2,442) | 34 % | Operating Results (in thousands) | Metric | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | Change (Dollars) | Change (Percentage) | | :-------------------------------------- | :-------------------------- | :-------------------------- | :----------------- | :------------------ | | Revenue | $4,406 | $4,176 | $230 | 6 % | | Cost of revenue | $3,382 | $3,220 | $162 | 5 % | | Sales and marketing | $850 | $1,093 | $(243) | (22)% | | Technology and development | $1,410 | $1,504 | $(94) | (6)% | | General and administrative | $9,080 | $8,920 | $160 | 2 % | | Depreciation and amortization | $175 | $178 | $(3) | (2)% | | Impairments | $6,624 | $392 | $6,232 | 1,590 % | | Interest expense | $(2,280) | $(3,351) | $1,071 | (32)% | | Finance cost related to obligations to issue common stock | $(9,263) | $(6,712) | $(2,551) | 38 % | | Net loss | $(28,664) | $(21,208) | $(7,456) | 35 % | - Revenue for the nine months ended September 30, 2024, increased by **6%** to **$4,406 thousand**, driven by a **$3.7 million** increase in U.S. revenue from a school district project, which largely offset a **$3.4 million** reduction in China revenue[142](index=142&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=32&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section assesses the company's cash position, operating cash flows, and ability to fund future operations, highlighting going concern risks - The company has a stockholders' deficit of **$55.6 million** and used **$7.0 million** in operating cash flows during the nine months ended September 30, 2024, with a cash balance of less than **$0.1 million**, leading to substantial doubt about its ability to continue as a going concern[152](index=152&type=chunk)[153](index=153&type=chunk) - Future funding relies on revenue growth from AI and data analytics offerings and evaluating strategic alternatives, including debt and equity financings, but success is uncertain due to market conditions[154](index=154&type=chunk)[155](index=155&type=chunk) - The 2023 Mudrick Notes were exchanged for Secured Convertible Debentures (approx. **$19.981 million** principal and accrued interest) on August 5, 2024, bearing **20.5%** interest and convertible into common stock[162](index=162&type=chunk)[163](index=163&type=chunk) - Net cash used in operating activities decreased by **$2,000 thousand** during the nine months ended September 30, 2024, compared to the prior year, primarily due to the timing of working capital payments[177](index=177&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=36&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section states that there are no applicable quantitative and qualitative disclosures about market risk for the reported period - This item is not applicable[183](index=183&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=36&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section reports on the ineffectiveness of disclosure controls and procedures due to material weaknesses and ongoing remediation efforts - Disclosure controls and procedures were not effective as of September 30, 2024, due to identified material weaknesses[187](index=187&type=chunk) - Material weaknesses include insufficient documentation of review and approval of manual journal entries, inadequate documentation of appropriate revenue recognition criteria for certain China contracts, and insufficient valuation of e-commerce inventory[185](index=185&type=chunk) - Remediation efforts are ongoing, but their effects were not fully mitigated as of September 30, 2024, partly due to the COVID-19 pandemic and working capital restrictions[188](index=188&type=chunk) [PART II OTHER INFORMATION](index=37&type=section&id=PART%20II%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered equity sales, and other miscellaneous disclosures [ITEM 1. LEGAL PROCEEDINGS](index=37&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section confirms that the company is not currently involved in any material legal proceedings - The company is not a defendant in any material pending legal proceeding[191](index=191&type=chunk) [ITEM 1A. RISK FACTORS](index=37&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section highlights key risks associated with investing in the company, including operating losses, capital uncertainty, and customer concentration - Investing in the company's common stock involves a high degree of risk, with no material changes from the risk factors disclosed in the 2023 Form 10-K[192](index=192&type=chunk) - The company has a history of operating losses and an accumulated deficit of **$(446.3) million** as of September 30, 2024, with no assurance of generating sufficient revenue to sustain operations[193](index=193&type=chunk)[194](index=194&type=chunk) - The ability to obtain additional capital through equity or debt financing is uncertain and dependent on market conditions, with potential for dilution to existing stockholders[195](index=195&type=chunk) - The majority of revenue for the nine months ended September 30, 2024, resulted from one customer, indicating a high concentration risk[196](index=196&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=38&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section details the issuance of common stock to specific entities under an exemption from registration requirements - Between July 1, 2024, and September 30, 2024, the company issued **3,280,715 shares** of common stock to Ionic Ventures, LLC for advances under the Amended ELOC Purchase Agreement[198](index=198&type=chunk) - Additionally, **488,193 shares** of common stock were issued to Mudrick Capital Management LP pursuant to partial conversions of secured convertible debentures[198](index=198&type=chunk) - These sales were conducted in reliance upon an exemption from registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933[199](index=199&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=38&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) This section states that there were no defaults upon senior securities during the reported period - None[200](index=200&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=38&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This section confirms that mine safety disclosures are not applicable to the company - Not applicable[201](index=201&type=chunk) [ITEM 5. OTHER INFORMATION](index=38&type=section&id=ITEM%205.%20OTHER%20INFORMATION) This section reports on the absence of Rule 10b5-1 trading arrangement adoptions or terminations by directors or officers - None of the company's directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the nine months ended September 30, 2024[202](index=202&type=chunk) [ITEM 6. EXHIBITS](index=39&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents and certifications - The exhibits include Amended and Restated Certificate of Incorporation, Certificates of Amendment, Certificate of Designations for Series A and B Preferred Stock, Amended and Restated Bylaws, Stock Purchase Agreement with Kai-Shing Tao, Voting Agreement with Kai-Shing Tao, and various certifications (e.g., 31.1, 31.2, 32)[204](index=204&type=chunk) [Signature](index=41&type=section&id=Signature) This section confirms the official signing of the Quarterly Report on Form 10-Q by the registrant's authorized officer - The report was signed on January 13, 2025, by Kai-Shing Tao, Chairman and Chief Executive Officer (principal executive, financial, and accounting officer) of Remark Holdings, Inc[208](index=208&type=chunk)

Core Insights - Remark Holdings, Inc. has optimized its Smart Safety Platform (SSP) for Intel Architecture, enhancing performance and efficiency [1][3] - The Smart Safety Platform utilizes AI-driven video analytics and customizable real-time alerts to improve operational workflows and decision-making [2][6] - The optimization leverages OpenVINO technology, resulting in faster processing times and increased throughput for AI workloads [3][4] Company Overview - Remark Holdings, Inc. is a member of the Intel Partner Alliance and specializes in AI-powered analytics solutions for various sectors including government, hospitality, public safety, retail, and transportation [6] - The company is headquartered in Las Vegas, Nevada, with additional offices in New York and London [6] Technology and Performance - The Smart Safety Platform has been optimized on the 4th Gen Xeon scalable processor with flex 140 GPU, known for its robust performance [4] - This optimization allows the platform to fully utilize Intel's powerful CPUs and GPUs, making it more efficient and versatile for different deployment scenarios [3][4]

Core Insights - Triumph Group, Inc. has elected Mark C. Cherry as an independent director to its Board of Directors during the Annual Meeting of Stockholders on August 8, 2024 [1] Group 1: Leadership and Experience - Mark C. Cherry is currently the CEO of Align Precision Group, specializing in precision-milled structural components for Aerospace, Defense, and Semi-Conductor industries [2] - Cherry has held significant positions at Boeing, including Vice President and General Manager of Vertical Lift and Phantom Works, and has experience at Aurora Flight Sciences, Sikorsky Aircraft, Teradyne, and the Boston Consulting Group [2] - He holds a Bachelor of Science in Engineering Mechanics from the United States Air Force Academy, a Master of Science in Aeronautical and Systems Engineering, and an MBA from Stanford University [2] Group 2: Board's Perspective - The President and CEO of Triumph Group, Daniel J. Crowley, expressed confidence that Cherry's expertise will contribute to the company's profitable growth [3] - The Lead Independent Director, Neal Keating, emphasized the importance of having directors with the right skills and experience to drive long-term growth and value for stakeholders [3] Group 3: Company Overview - Triumph Group is headquartered in Radnor, Pennsylvania, and is involved in designing, engineering, manufacturing, repairing, and overhauling a wide range of aerospace and defense systems and components [4] - The company serves the global aviation industry, including original equipment manufacturers and various military and commercial aircraft operators [4]

Financial Data and Key Metrics Changes - The company reported a net loss of $5.3 million or $0.12 per diluted share for Q2 2024, compared to a net loss of $5.9 million or $0.42 per diluted share in Q2 2023, indicating an improvement in financial performance [18] - Operating loss decreased to $3.2 million in Q2 2024 from $4 million in Q2 2023, attributed to the absence of impairments and a reduction in payroll-related expenses [17] - Cash balance increased to $0.4 million as of June 30, 2024, compared to $0.1 million on December 31, 2023, despite using $6.1 million in cash for operating activities during Q2 2024 [19] Business Line Data and Key Metrics Changes - The Clark County School District project generated $3.7 million in revenue during Q2 2024, marking a significant achievement for the company [16] - The successful deployment of weapon detection technology in the Clark County School District is expected to lead to additional opportunities and contracts in the U.S. market [5][6] Market Data and Key Metrics Changes - The company is transitioning its revenue base from Asia to the U.S. due to political conflicts, with a focus on expanding its presence in the U.S. market [5] - The partnership with Microsoft Azure aims to capture $400 million in business over the next five years, with a commitment to consume $80 million in services on the Azure platform [12] Company Strategy and Development Direction - The company is introducing the Remark Fast AI Training platform, a SaaS product designed to train and tune computer vision models, which aligns with market demand for smaller, precise AI models [9][10] - Remark AI is expanding into the hotel hospitality industry, planning to announce a partnership with a global hotel brand to enhance guest experiences and operational efficiency [14][15] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future opportunities stemming from the Clark County School District contract, which serves as a high-profile reference for potential clients [6] - The company is focused on leveraging its recent successes to enter adjacent markets, including other educational institutions and public venues [6] Other Important Information - The company completed a successful proof of concept (POC) for various applications, including AI-powered passenger counting and fire detection for a major European railway system, leading to ongoing contract negotiations [8] - The company resolved outstanding events of default regarding its debt agreement with Mudrick Capital Management by exchanging existing non-convertible notes for convertible debentures [19] Q&A Session Summary - No questions were raised during the Q&A session, and the call concluded without further inquiries [20]

[Second Quarter 2024 Financial Results Announcement](index=1&type=section&id=Second%20Quarter%202024%20Financial%20Results%20Announcement) Remark Holdings announced its Q2 2024 financial results, highlighting a significant sequential and year-over-year revenue increase, primarily driven by rapid scaling in North America [Overview and Key Financial Highlights](index=1&type=section&id=Overview%20and%20Key%20Financial%20Highlights) Remark Holdings announced its Q2 2024 financial results, highlighting a significant sequential and year-over-year revenue increase, primarily driven by rapid scaling in North America - Total Revenue for Q2 2024 increased sequentially by **$3.3 million**, an **856% improvement** over Q1 2024[1](index=1&type=chunk) - Total Revenue for Q2 2024 increased **16.8% Year over Year** versus Q2 2023, with revenue from North America scaling rapidly[1](index=1&type=chunk) [Management Commentary](index=1&type=section&id=Management%20Commentary) Management highlights strategic progress, including a successful school district project and commitment to delivering world-class computer vision solutions [CEO's Statement on Strategic Progress](index=1&type=section&id=CEO's%20Statement%20on%20Strategic%20Progress) The CEO, Kai-Shing Tao, expressed excitement over completing the first project for the Clark County School District, which has opened doors for additional opportunities with educational institutions, law enforcement, and government agencies across the U.S. The company remains focused on delivering world-class computer vision solutions - Completed the first project for the Clark County School District, the fifth largest school district in the U.S., leading to additional opportunities with other educational institutions, law enforcement, and government agencies[2](index=2&type=chunk) - Committed to converting opportunities into revenue by delivering world-class computer vision solutions and customer service that provide cost savings and improved security processes[2](index=2&type=chunk) [Second Quarter 2024 Business Highlights](index=1&type=section&id=Second%20Quarter%202024%20Business%20Highlights) Business highlights include strategic contract wins, platform development, and successful proof of concepts driving future growth [Strategic Contract Wins](index=1&type=section&id=Strategic%20Contract%20Wins) Remark AI secured a significant contract with the Clark County School District for weapons detection, demonstrating its capability to scale and provide AI-powered safety solutions to large educational institutions - Remark AI was awarded a one-year, **$5 million weapons detection contract** by the Clark County School District Board of Trustees, with nine one-year extension options valued at **$5 million annually**[3](index=3&type=chunk) [Platform & Product Development](index=1&type=section&id=Platform%20%26%20Product%20Development) The company showcased its AI solutions at the NYC Smart City Expo and completed its migration to the Microsoft Azure Platform, enhancing its market reach and sales capabilities - Remark AI showcased its Fire and Smoke, Smart City, and Smart Agent solutions at the NYC Smart City Expo in conjunction with Oracle and NVIDIA, leading to additional POCs for top 100 US cities[3](index=3&type=chunk) - Completed migration to the Microsoft Azure Platform, making Remark's Smart Safety Platform (SSP) Marketplace ready for Microsoft's global salesforce and systems integrators[4](index=4&type=chunk) [Successful Proof of Concepts (POCs)](index=1&type=section&id=Successful%20Proof%20of%20Concepts%20%28POCs%29) Remark AI successfully completed multiple Proof of Concepts (POCs) for a large European railway system and a Migrant Center in a major Sanctuary City, with both leading to current contract negotiations for the second half of 2024 - Completed a successful POC at the headquarters train station for a large European railway system, deploying AI-powered passenger counting, fare evasion, fire and smoke detection, and unattended baggage detection analytics, leading to contract negotiations for H2 2024[4](index=4&type=chunk) - Completed a successful POC for a Migrant Center in a large Sanctuary City, deploying AI-powered facial recognition, fight warnings, fire and smoke detection, and weapons detection analytics, leading to preparations for deployment across multiple city agencies and contract negotiations for H2 2024[4](index=4&type=chunk)[5](index=5&type=chunk) [Detailed Financial Performance](index=2&type=section&id=Detailed%20Financial%20Performance) Detailed financial performance reveals revenue growth, reduced losses, and changes in balance sheet and cash flow metrics [Consolidated Statements of Operations](index=2&type=section&id=Consolidated%20Statements%20of%20Operations) Remark Holdings reported a 16.8% increase in Q2 2024 revenue year-over-year, alongside a reduction in operating and net losses, driven by a large school district project and cost management efforts | Metric | Q2 2024 (in thousands) | Q2 2023 (in thousands) | Change (%) | | :---------------------------------- | :--------------------- | :--------------------- | :--------- | | Revenue | $3,699 | $3,167 | 16.8% | | Operating Loss | $(3,213) | $(3,959) | (18.8%) | | Net Loss | $(5,259) | $(5,874) | (10.5%) | | Net Loss per Share (basic & diluted)| $(0.12) | $(0.42) | (71.4%) | - Revenue for Q2 2024 included **$3.7 million** from a project for a large school district in the U.S.[6](index=6&type=chunk) - Operating loss decreased by **18.8%** due to a **$0.2 million reduction** in payroll-related expenses (Technology and development) from staff reductions in China, and no impairment charges in Q2 2024 compared to **$0.4 million** in Q2 2023[6](index=6&type=chunk) [Consolidated Balance Sheets](index=2&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet as of June 30, 2024, shows an increase in cash and total assets compared to December 31, 2023, while total liabilities and stockholders' deficit also increased | Metric | June 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------------- | :--------------------------- | :------------------------------- | | Cash | $438 | $145 | | Total Assets | $13,304 | $10,236 | | Total Liabilities | $59,653 | $49,826 | | Total Stockholders' Deficit | $(46,349) | $(39,590) | [Cash Flow and Debt Management](index=2&type=section&id=Cash%20Flow%20and%20Debt%20Management) Net cash used in operating activities increased for the six months ended June 30, 2024, and the company successfully resolved outstanding debt defaults by converting non-convertible notes into convertible debentures - Net cash used in operating activities was **$6.1 million** for the six months ended June 30, 2024, a **17.0% increase** compared to **$5.2 million** during the same period in 2023[7](index=7&type=chunk) - In August 2024, the company resolved all outstanding events of default regarding their debt agreement with Mudrick Capital Management by exchanging existing non-convertible notes for convertible debentures[7](index=7&type=chunk) [Corporate Information](index=2&type=section&id=Corporate%20Information) Corporate information covers company overview, forward-looking statements, and investor relations contact details [About Remark Holdings, Inc.](index=3&type=section&id=About%20Remark%20Holdings%2C%20Inc.) Remark Holdings, Inc. is a U.S.-based company specializing in AI-powered analytics platforms and computer vision solutions, serving various sectors with GDPR and CCPA compliant technology - Remark Holdings, Inc. is a U.S.-based company that developed and sells an AI-powered analytics platform providing insights to video feeds and computer vision solutions[9](index=9&type=chunk) - The company's integrated suite of AI tools helps organizations understand customer behavior and demographics, while providing real-time alerts for security parameters[9](index=9&type=chunk) - Remark's solutions are GDPR-compliant and CCPA-compliant, servicing government agencies, hospitality, public safety, retail, and transportation sectors[9](index=9&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section provides a standard disclaimer regarding forward-looking statements, emphasizing that they involve known and unknown risks and uncertainties, and the company undertakes no obligation to update them - The press release contains forward-looking statements related to future events, financial performance, strategies, and competitive environment[10](index=10&type=chunk) - These statements involve known and unknown risks, uncertainties, and other factors, as discussed in the company's SEC filings[10](index=10&type=chunk) - Remark Holdings undertakes no obligation to update or revise publicly any forward-looking statements after the date of the release, except as required by law[10](index=10&type=chunk) [Investor Relations & Conference Call](index=2&type=section&id=Investor%20Relations%20%26%20Conference%20Call) Details for the Q2 2024 earnings conference call are provided, along with contact information for investor relations - A conference call to discuss financial results and business developments was scheduled for Monday, August 19, 2024, at 4:30 p.m. Eastern Time[8](index=8&type=chunk) - Contact information for Investor Relations is provided: Fay Tian, Vice President of Investor Relations, F.Tian@remarkholdings.com[11](index=11&type=chunk)

[FORM 10-Q Quarterly Report](index=1&type=section&id=Form%2010-Q%20Header) This report details Remark Holdings, Inc.'s quarterly financial performance and status as a non-accelerated filer - Remark Holdings, Inc. filed its Quarterly Report on Form 10-Q for the period ended June 30, 2024[1](index=1&type=chunk) - The registrant is classified as a **non-accelerated filer** and a **smaller reporting company**[3](index=3&type=chunk) - As of August 15, 2024, **50,952,060 shares** of common stock were outstanding[3](index=3&type=chunk) [Special Note Regarding Forward-Looking Statements](index=4&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section cautions that forward-looking statements in the report are subject to risks and uncertainties, and the company does not commit to updating them - This Form 10-Q contains forward-looking statements, subject to risks and uncertainties that could cause actual results to differ materially[6](index=6&type=chunk)[7](index=7&type=chunk) - The company has no obligation to update or revise forward-looking statements after the report date[8](index=8&type=chunk) [Part I. Financial Information](index=5&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This part presents the company's financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents Remark Holdings, Inc.'s unaudited condensed consolidated financial statements for Q2 2024, including balance sheets, statements of operations, stockholders' deficit, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20at%20June%2030%2C%202024%20(unaudited)%20and%20December%2031%2C%202023) This section provides a summary of the company's financial position, including assets, liabilities, and stockholders' deficit, at June 30, 2024, and December 31, 2023 Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2024 | Dec 31, 2023 | | :-------------------------- | :------------ | :----------- | | Total Current Assets | $5,937 | $9,440 | | Total Assets | $13,304 | $10,236 | | Total Current Liabilities | $59,474 | $49,540 | | Total Liabilities | $59,653 | $49,826 | | Total Stockholders' Deficit | $(46,349) | $(39,590) | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202024%20and%202023) This section details the company's unaudited consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024 and 2023 Key Operating Results (Three Months Ended June 30, in thousands, except per share) | Metric | 2024 | 2023 | Change (2024 vs 2023) | % Change | | :-------------------------------------- | :---------- | :---------- | :-------------------- | :------- | | Revenue | $3,699 | $3,167 | $532 | 17% | | Cost of revenue | $2,925 | $2,511 | $414 | 16% | | Sales and marketing | $269 | $387 | $(118) | (30)% | | Technology and development | $366 | $567 | $(201) | (35)% | | General and administrative | $3,294 | $3,244 | $50 | 2% | | Operating loss | $(3,213) | $(3,959) | $746 | (19)% | | Net loss | $(5,259) | $(5,874) | $615 | (10)% | | Net loss per share, basic and diluted | $(0.12) | $(0.42) | $0.30 | (71)% | Key Operating Results (Six Months Ended June 30, in thousands, except per share) | Metric | 2024 | 2023 | Change (2024 vs 2023) | % Change | | :-------------------------------------- | :----------- | :----------- | :-------------------- | :------- | | Revenue | $4,086 | $3,993 | $93 | 2% | | Cost of revenue | $3,275 | $2,966 | $309 | 10% | | Sales and marketing | $569 | $753 | $(184) | (24)% | | Technology and development | $712 | $736 | $(24) | (3)% | | General and administrative | $6,317 | $6,077 | $240 | 4% | | Operating loss | $(6,909) | $(7,002) | $93 | (1)% | | Net loss | $(19,050) | $(14,036) | $(5,014) | 36% | | Net loss per share, basic and diluted | $(0.48) | $(1.02) | $0.54 | (53)% | [Condensed Consolidated Statements of Stockholders' Deficit](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Deficit%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202024%20and%202023) This section details changes in the company's stockholders' deficit, reflecting net loss, equity issuances, and other comprehensive income/loss Stockholders' Deficit Changes (Six Months Ended June 30, 2024, in thousands) | Metric | Dec 31, 2023 | Net Loss | Share-based Comp | Common Stock Issued (Ionic) | FX Translation | June 30, 2024 | | :-------------------------------------- | :----------- | :---------- | :--------------- | :-------------------------- | :------------- | :------------ | | Common Stock Par Value | $22 | — | — | $28 | — | $50 | | Additional Paid-In Capital | $379,244 | — | $15 | $12,279 | — | $391,538 | | Accumulated Other Comprehensive Income (Loss) | $(1,186) | — | — | — | $(31) | $(1,217) | | Accumulated Deficit | $(417,670) | $(19,050) | — | — | — | $(436,720) | | Total Stockholders' Deficit | $(39,590) | $(19,050) | $15 | $12,307 | $(31) | $(46,349) | - Total stockholders' deficit increased from **$(39.59) million** at December 31, 2023, to **$(46.35) million** at June 30, 2024, primarily due to a net loss of **$(19.05) million**, partially offset by common stock issuances to Ionic of **$12.31 million**[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202024%20and%202023) This section summarizes the company's cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2024 and 2023 Cash Flow Summary (Six Months Ended June 30, in thousands) | Cash Flow Activity | 2024 | 2023 | Change (2024 vs 2023) | | :-------------------------- | :---------- | :---------- | :-------------------- | | Net cash used in operating activities | $(6,114) | $(5,227) | $(887) | | Net cash used in investing activities | $(567) | $(6) | $(561) | | Net cash provided by financing activities | $6,974 | $5,389 | $1,585 | | Net change in cash | $293 | $156 | $137 | | Cash, end of period | $438 | $208 | $230 | - Cash used in operating activities increased by **$0.9 million**, while cash provided by financing activities increased by **$1.6 million**, leading to a net increase in cash of **$0.14 million** for the six months ended June 30, 2024[20](index=20&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the unaudited condensed consolidated financial statements, covering the company's organization, significant accounting policies, risk concentrations, revenue recognition, specific balance sheet accounts, debt obligations, equity transactions, related party dealings, and subsequent events [Note 1. Organization and Business](index=9&type=section&id=NOTE%201.%20ORGANIZATION%20AND%20BUSINESS) This note describes Remark Holdings, Inc.'s business as a diversified global technology company focused on AI and data analytics, highlighting its going concern issues - Remark Holdings, Inc. is a diversified global technology business focused on AI and data-analytics solutions, with common stock traded on the OTCQX Best market under the ticker MARK[22](index=22&type=chunk) - The company primarily sells AI-based products and services, with substantially all revenue from the U.S., U.K., and China[22](index=22&type=chunk) - The company has incurred recurring operating losses and negative cash flows, resulting in a stockholders' deficit of **$46.3 million** and a cash balance of **$0.4 million** as of June 30, 2024, raising substantial doubt about its ability to continue as a going concern[23](index=23&type=chunk)[24](index=24&type=chunk) - Management plans to fund future operations through revenue growth from its AI and data analytics offerings and by evaluating strategic alternatives including debt and equity financings, but success is uncertain[25](index=25&type=chunk)[26](index=26&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=10&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the significant accounting policies used in preparing the financial statements, including GAAP conformity, estimates, cash balances, and revenue recognition - Financial statements are prepared in conformity with U.S. GAAP, with certain information and footnote disclosures omitted as permitted for Form 10-Q[28](index=28&type=chunk) - The company uses estimates and assumptions for various financial statement items, including accounts receivable, deferred cost of revenue, and share-based compensation[31](index=31&type=chunk) Cash Balances by Currency (in thousands) | Cash Denominated In | June 30, 2024 | Dec 31, 2023 | | :------------------ | :------------ | :----------- | | USD | $417 | $14 | | CNY | $16 | $10 | | GBP | $4 | $0 | | HKD | $1 | $0 | | Total Cash | $438 | $14 | - Revenue from AI-based products is recognized over time for continuous services or at a point in time upon completion and acceptance for integrated solutions, with collectability considered probable[39](index=39&type=chunk)[40](index=40&type=chunk) - ASU 2023-07, Segment Reporting, effective January 1, 2024 (interim periods beginning in fiscal year 2025), did not have a material impact on the company's financial results[49](index=49&type=chunk) [Note 3. Concentration of Risk](index=14&type=section&id=NOTE%203.%20CONCENTRATION%20OF%20RISK) This note highlights the company's significant customer concentration risk, with nearly all revenue and a large portion of accounts receivable tied to a single customer - During the six months ended June 30, 2024, essentially all revenue resulted from one customer, and at June 30, 2024, net accounts receivable from one customer represented about **87%** of total net accounts receivable, indicating significant customer concentration[51](index=51&type=chunk)[180](index=180&type=chunk) - The company believes alternative vendors are available for hardware purchases, mitigating supply chain disruption risk for cost of sales[53](index=53&type=chunk) [Note 4. Revenue](index=14&type=section&id=NOTE%204.%20REVENUE) This note disaggregates the company's revenue by product category and geographic region for the three and six months ended June 30, 2024 and 2023 - The company primarily sells AI-based products and services based upon computer vision and other technologies[54](index=54&type=chunk) Disaggregation of Revenue by Category (in thousands) | Category | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | AI-based products and services | $3,699 | $3,105 | $4,086 | $3,826 | | Other | $0 | $62 | $0 | $167 | | Total Revenue | $3,699 | $3,167 | $4,086 | $3,993 | Disaggregation of Revenue by Country (in thousands) | Country | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | China | $0 | $3,097 | $387 | $3,840 | | United States and United Kingdom | $3,699 | $70 | $3,699 | $153 | | Total Revenue | $3,699 | $3,167 | $4,086 | $3,993 | - The company recognized approximately **$0.4 million** in revenue during the six months ended June 30, 2024, from China projects completed in 2023 that did not meet accrual basis revenue recognition criteria until cash was received[59](index=59&type=chunk) [Note 5. Accounts Receivable](index=16&type=section&id=NOTE%205.%20ACCOUNTS%20RECEIVABLE) This note details the company's accounts receivable, net, by region, highlighting the significant allowance for bad debt related to China projects Accounts Receivable, Net (in thousands) | Region | June 30, 2024 | Dec 31, 2023 | | :-------------------------- | :------------ | :----------- | | U.S. and U.K. Gross AR | $3,722 | $62 | | U.S. and U.K. Allowance | $(42) | $(42) | | U.S. and U.K. Net AR | $3,680 | $20 | | China Gross AR | $6,530 | $7,001 | | China Allowance | $(5,849) | $(5,734) | | China Net AR | $681 | $1,267 | | Total Accounts Receivable, Net | $4,361 | $1,287 | - Trade receivables related to China AI projects represented essentially all gross trade receivables in China, with a significant allowance for bad debt due to longer payment timelines and lingering effects of the COVID-19 pandemic[60](index=60&type=chunk) [Note 6. Deferred Cost of Revenue](index=16&type=section&id=NOTE%206.%20DEFERRED%20COST%20OF%20REVENUE) This note explains the deferred cost of revenue, its reclassification to long-term, and the factors affecting China project completion - Total deferred cost of revenue was **$6.29 million** at June 30, 2024 (reclassified as long-term) compared to **$6.64 million** at December 31, 2023 (classified as current), representing advance payments to vendors for China projects[10](index=10&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) - Delays in completing China projects were caused by COVID-19 lockdowns, slow recovery, and increased U.S.-China political tensions, leading to staff reductions in China[62](index=62&type=chunk) - The deferred cost of revenue was reclassified as a long-term asset as of June 30, 2024, due to limited capital resources for China projects and potential future impairment if capital is insufficient[62](index=62&type=chunk) [Note 7. Prepaid Expense and Other Current Assets](index=17&type=section&id=NOTE%207.%20PREPAID%20EXPENSE%20AND%20OTHER%20CURRENT%20ASSETS) This note provides a breakdown of the company's prepaid expenses and other current assets at June 30, 2024, and December 31, 2023 Prepaid Expense and Other Current Assets (in thousands) | Component | June 30, 2024 | Dec 31, 2023 | | :------------------ | :------------ | :----------- | | Other receivables | $2 | $147 | | Prepaid expense | $369 | $339 | | Deposits | $121 | $128 | | Total | $492 | $614 | [Note 8. Property and Equipment](index=17&type=section&id=NOTE%208.%20PROPERTY%20AND%20EQUIPMENT) This note details the company's property and equipment, net of accumulated depreciation, at June 30, 2024, and December 31, 2023 Property and Equipment, Net (in thousands) | Component | June 30, 2024 | Dec 31, 2023 | | :---------------------------------- | :------------ | :----------- | | Total property, equipment and software | $6,242 | $5,698 | | Less accumulated depreciation | $(5,608) | $(5,509) | | Total property, equipment and software, net | $634 | $189 | - Net property and equipment increased from **$189 thousand** at December 31, 2023, to **$634 thousand** at June 30, 2024[66](index=66&type=chunk) [Note 9. Accrued Expense and Other Current Liabilities](index=17&type=section&id=NOTE%209.%20ACCRUED%20EXPENSE%20AND%20OTHER%20CURRENT%20LIABILITIES) This note presents a detailed breakdown of the company's accrued expenses and other current liabilities, highlighting increases in delinquent payroll taxes and accrued interest Accrued Expense and Other Current Liabilities (in thousands) | Component | June 30, 2024 | Dec 31, 2023 | | :-------------------------------------- | :------------ | :----------- | | Accrued compensation and benefit-related expense | $2,434 | $3,221 | | Accrued delinquent payroll taxes | $1,356 | $495 | | Accrued interest | $3,306 | $1,570 | | Other accrued expense | $2,770 | $3,187 | | Other payables | $2,202 | $2,138 | | Operating lease liability - current | $249 | $288 | | Other current liabilities | $886 | $632 | | Total | $13,203 | $11,531 | - Total accrued expense and other current liabilities increased by **$1.67 million**, with accrued delinquent payroll taxes increasing from **$0.495 million** to **$1.356 million** and accrued interest increasing from **$1.57 million** to **$3.306 million**[68](index=68&type=chunk) [Note 10. Notes Payable](index=18&type=section&id=NOTE%2010.%20NOTES%20PAYABLE) This note details the company's notes payable, including the past-due 2023 Mudrick Notes and their associated interest rates and default status Notes Payable (in thousands) | Component | June 30, 2024 | Dec 31, 2023 | | :------------------------------------------------------------------ | :------------ | :----------- | | 2023 Mudrick Notes (Past Due) | $16,307 | $16,307 | | Other notes payable | $189 | $156 | | Notes payable, net of unamortized discount and debt issuance cost | $16,496 | $16,463 | - The 2023 Mudrick Notes, with an aggregate principal amount of approximately **$16.3 million**, were past due as of June 30, 2024, and December 31, 2023, bearing an interest rate of **20.5%** per annum (increased by **2%** upon default)[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk) - The company did not make required repayments of the outstanding loans under the 2023 Mudrick Loan Agreement, constituting events of default for which no waiver has been received[74](index=74&type=chunk) [Note 11. Funds Received in Advance of Potential Financing](index=19&type=section&id=NOTE%2011.%20FUNDS%20RECEIVED%20IN%20ADVANCE%20OF%20POTENTIAL%20FINANCING) This note reports a liability for cash received from a potential investor in advance of a finalized financing agreement - As of June 30, 2024, the company reported a **$2.8 million** liability related to cash received from an unrelated potential investor/creditor in advance of finalizing an agreement[76](index=76&type=chunk) [Note 12. Obligations to Issue Common Stock (Transactions with Ionic)](index=19&type=section&id=NOTE%2012.%20OBLIGATIONS%20TO%20ISSUE%20COMMON%20STOCK%20(TRANSACTIONS%20WITH%20IONIC)) This note details the company's agreements with Ionic Ventures, LLC, involving convertible debentures and an Equity Line of Credit, and the associated common stock issuances and finance costs - The company has agreements with Ionic Ventures, LLC, including convertible debentures and an Equity Line of Credit (ELOC), which involve issuing common stock[77](index=77&type=chunk)[78](index=78&type=chunk)[80](index=80&type=chunk) - For the six months ended June 30, 2024, the company issued **16,271,989 shares** with a fair value of **$10.3 million** in final settlement of 2023 Debentures and **11,561,216 shares** with a fair value of **$2.0 million** in partial settlement of ELOC Advances[78](index=78&type=chunk)[90](index=90&type=chunk) - As of June 30, 2024, an estimated **101,193,753 shares** with a fair value of **$12.5 million** are expected to be issued in settlement of ELOC Advances[90](index=90&type=chunk)[93](index=93&type=chunk) Finance Cost Related to Obligations to Issue Common Stock (Six Months Ended June 30, 2024, in thousands) | Component | 2023 Debentures | ELOC Advances | Total | | :-------------------------------------- | :-------------- | :------------ | :------ | | Initial obligation in excess of purchase price | $0 | $3,031 | $3,031 | | Change in measurement of liability | $5,674 | $1,367 | $7,041 | | Total | $5,674 | $4,398 | $10,072 | [Note 13. Commitments and Contingencies](index=23&type=section&id=NOTE%2013.%20COMMITMENTS%20AND%20CONTINGENCIES) This note confirms that the company had no material commitments or pending legal proceedings outside the normal course of business as of June 30, 2024 - As of June 30, 2024, the company had no material commitments outside the normal course of business and was not a defendant in any material pending legal proceedings[97](index=97&type=chunk)[98](index=98&type=chunk) [Note 14. Stockholders' Deficit](index=23&type=section&id=NOTE%2014.%20STOCKHOLDERS%27%20DEFICIT) This note details changes in stockholders' deficit, including common stock issuances to Ionic, and provides activity summaries for stock warrants and options, along with share-based compensation costs - During the six months ended June 30, 2024, the company issued **27,833,205 shares** with a fair value of **$12.3 million** to Ionic in full or partial settlement of ELOC Advances and convertible debentures[99](index=99&type=chunk) Stock Warrant Activity (Shares) | Metric | Shares | Weighted Average Exercise Price Per Share | Weighted-Average Remaining Contractual Term (Years) | | :-------------------------- | :---------- | :---------------------------------------- | :-------------------------------------------------- | | Outstanding at Dec 31, 2023 | 1,007,441 | $39.90 | 2.7 | | Outstanding at June 30, 2024 | 1,007,441 | $39.90 | 2.2 | Stock Option Activity (Shares) | Metric | Shares | Weighted Average Exercise Price Per Share | Weighted-Average Remaining Contractual Term (Years) | | :-------------------------- | :---------- | :---------------------------------------- | :-------------------------------------------------- | | Outstanding at Dec 31, 2023 | 1,618,851 | $30.31 | 4.5 | | Forfeited, cancelled or expired | (100,773) | $57.37 | | | Outstanding at June 30, 2024 | 1,518,078 | $28.52 | 4.2 | Share-Based Compensation Cost (in thousands) | Component | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :--------------------- | :--------------------------- | :--------------------------- | | Stock options | $15 | $156 | | China Cash Bonuses | $(9) | $(3) | | Total | $6 | $153 | [Note 15. Related Party Transactions](index=25&type=section&id=NOTE%2015.%20RELATED%20PARTY%20TRANSACTIONS) This note discloses amounts owed to members of management for operating expense payments, noting their unsecured, non-interest-bearing nature and lack of formal repayment terms - As of June 30, 2024, the company owed approximately **$1.0 million** to members of management for various operating expense payments made on its behalf, down from **$1.6 million** at December 31, 2023; these amounts are unsecured, non-interest-bearing, with no formal terms of repayment[109](index=109&type=chunk) [Note 16. China Business Partner](index=26&type=section&id=NOTE%2016.%20CHINA%20BUSINESS%20PARTNER) This note describes the company's dual relationship with a China Business Partner, involving revenue collaboration and software purchases, and outstanding accounts payable - The company interacts with an unrelated China Business Partner in a dual capacity: collaborating to earn revenue from large Chinese companies and purchasing inventory/software from its subsidiary[110](index=110&type=chunk) - No material revenue was recognized from this relationship during the six months ended June 30, 2024 and 2023, but the company purchased approximately **$0.3 million** in internal use software from the partner in 2024[110](index=110&type=chunk)[111](index=111&type=chunk) - Outstanding accounts payable to the China Business Partner were **$0.7 million** at both June 30, 2024, and December 31, 2023[111](index=111&type=chunk) [Note 17. Subsequent Events](index=26&type=section&id=NOTE%2017.%20SUBSEQUENT%20EVENTS) This note reports significant events occurring after the reporting period, including the exchange of Mudrick Notes for new Secured Convertible Debentures and further equity issuances to Ionic - On August 5, 2024, the company exchanged its 2023 Mudrick Notes (approximately **$16.3 million** principal plus **$3.7 million** accrued interest) for newly-issued Secured Convertible Debentures with Mudrick Capital Management, L.P[112](index=112&type=chunk) - The Secured Convertible Debentures mature on May 15, 2025, bear **20.5%** annual interest payable in kind, and are convertible into common stock at the closing price on the preceding trading day, subject to a **$0.10** floor price and beneficial ownership limits[113](index=113&type=chunk)[114](index=114&type=chunk) - During August 2024, the company issued **1,080,000 shares** to Ionic in partial settlement of ELOC Advances[118](index=118&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial condition and operational results for the three and six months ended June 30, 2024, discussing business overview, strategic outlook, critical accounting estimates, and detailed analysis of revenue, expenses, and liquidity [Overview](index=28&type=section&id=OVERVIEW) This section provides a high-level overview of Remark Holdings as a diversified global technology business specializing in AI and data-analytics, alongside digital media properties - Remark Holdings is a diversified global technology business specializing in AI and data-analytics, alongside a portfolio of digital media properties[120](index=120&type=chunk) [Our Business](index=28&type=section&id=OUR%20BUSINESS) This section describes the company's core business, focusing on AI-based computer vision products, computing devices, and SaaS solutions, particularly its Smart Safety Platform (SSP) - The company generates revenue from AI-based computer vision products, computing devices, and software-as-a-service solutions, with a primary focus on its Smart Safety Platform (SSP)[121](index=121&type=chunk) - The SSP is a leading software solution for computer vision to detect persons, objects, and behavior in video feeds, providing real-time alerts for public and workplace safety[121](index=121&type=chunk) - AI solutions, including the SSP, are customized and sold to customers in retail, construction, public safety, workplace safety, and public sectors, with versions for transportation and energy markets[123](index=123&type=chunk) [Overall Business Outlook](index=29&type=section&id=Overall%20Business%20Outlook) This section discusses the company's strategic shift away from China due to economic and political challenges, focusing on expanding into new international markets and establishing channel partnerships - The company's business in China has been negatively impacted by a slow economic recovery post-COVID-19 and rising political tensions between the U.S. and China, leading to staff reductions in China[124](index=124&type=chunk) - Strategic focus is shifting to expand business outside of China, targeting fast-growth AI market opportunities in the Asia-Pacific region (outside China), U.S., U.K., Central and South America (Brazil, Colombia, Malaysia, India), and anticipated expansion into the Middle East[125](index=125&type=chunk) - The company aims to increase market presence through establishing business relationships with channel partners and larger players in the information technology and AI space[126](index=126&type=chunk) [Inflation and Supply Chain](index=29&type=section&id=Inflation%20and%20Supply%20Chain) This section addresses the impact of inflation and supply chain disruptions, particularly those stemming from U.S.-China political tensions, on the company's operations and costs - Inflation has not had a material effect on operations to date, but future inflationary pressures could increase operating costs and stress working capital resources[128](index=128&type=chunk) - Political tensions between the U.S. and China have caused delays in deploying services and completing contracts in China due to vendor issues[129](index=129&type=chunk) - Geographic diversification increases the risk of supply chain disruptions for high-technology products like servers and related equipment used for AI software and customer sales[129](index=129&type=chunk) [Business Developments During 2024](index=30&type=section&id=Business%20Developments%20During%202024) This section highlights key business developments in 2024, including challenges in China and successful contract acquisition in the U.S., alongside a breakdown of revenue categories - High political tension and staff reductions in China made it difficult to complete significant projects there, while the company successfully secured a contract with a large school district in the U.S., with additional orders expected[131](index=131&type=chunk) Revenue Categories as Percentage of Total Consolidated Revenue | Category | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | AI-based products and services | 100% | 98% | 100% | 96% | | Advertising and other | 0% | 2% | 0% | 4% | [Critical Accounting Estimates](index=30&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) This section states that no material changes were made to critical accounting estimates during the period, except for the assessment of indefinite-lived intangible assets for impairment - No material changes were made to critical accounting estimates during the six months ended June 30, 2024, except for the assessment of indefinite-lived intangible assets for impairment, specifically deferred cost of revenue[133](index=133&type=chunk)[134](index=134&type=chunk) [Evaluating Indefinite-Lived Intangible Assets for Impairment](index=30&type=section&id=Evaluating%20Indefinite-Lived%20Intangible%20Assets%20for%20Impairment) This section discusses the recoverability and potential impairment risk of the deferred cost of revenue, particularly concerning China projects and capital limitations - The deferred cost of revenue balance as of June 30, 2024, is fully recoverable if vendors perform installations, but completing China projects requires additional capital resources[135](index=135&type=chunk) - Due to limited capital for China and potential delays, the deferred cost of revenue was reclassified as a long-term asset, with a risk of future impairment if capital is insufficient[135](index=135&type=chunk) [Results of Operations](index=30&type=section&id=RESULTS%20OF%20OPERATIONS) This section details the changes in the company's operating results for the three and six months ended June 30, 2024, compared to the prior year, highlighting shifts in revenue sources, expense fluctuations, and the impact of financing costs [Revenue and Cost of Revenue](index=31&type=section&id=Revenue%20and%20Cost%20of%20Revenue) This section analyzes the changes in revenue and cost of revenue, noting the impact of U.S. projects offsetting reduced China project completions - For the three months ended June 30, 2024, revenue increased by **$0.5 million (17%)** to **$3.7 million**, primarily due to a U.S. school district project, offsetting reduced China project completions[137](index=137&type=chunk)[138](index=138&type=chunk) - For the six months ended June 30, 2024, revenue slightly increased by **$0.09 million (2%)** to **$4.09 million**, as U.S. project revenue largely offset reduced China revenue[138](index=138&type=chunk) - Cost of revenue increased in relation to the change in revenue for both periods[138](index=138&type=chunk)[139](index=139&type=chunk) [Technology and Development](index=32&type=section&id=Technology%20and%20Development) This section explains the decrease in technology and development expenses, primarily due to China staff reductions, partially offset by the absence of a prior-year tax credit - Technology and development expenses decreased by **$0.2 million (35%)** for the three months ended June 30, 2024, due to reduced payroll-related expenses from China staff reductions[137](index=137&type=chunk)[140](index=140&type=chunk) - For the six months ended June 30, 2024, the decrease in China payroll was largely offset by the absence of a **$0.5 million** refundable tax credit received from the U.K. government in the prior year[141](index=141&type=chunk) [General and Administrative](index=32&type=section&id=General%20and%20administrative) This section details the increase in general and administrative expenses, driven by business development, partially offset by a decrease in franchise taxes - General and administrative expenses increased by **$0.24 million (4%)** for the six months ended June 30, 2024, driven by business development expenses, partially offset by a **$0.2 million** decrease in franchise taxes[138](index=138&type=chunk)[142](index=142&type=chunk) [Impairments](index=32&type=section&id=Impairments) This section reports that no impairments were recorded during the current reporting period, contrasting with prior-year impairments for capitalized software development costs and prepaid expenses - No impairments were recorded during the three or six months ended June 30, 2024; in the prior year (Q2 2023), impairments of approximately **$0.4 million** were recorded for unrecoverable capitalized software development costs and prepaid expenses[137](index=137&type=chunk)[138](index=138&type=chunk)[142](index=142&type=chunk) [Interest Expense](index=32&type=section&id=Interest%20expense) This section explains the decrease in interest expense, primarily due to the absence of a prior-year extension fee, partially offset by an increased interest rate on the Mudrick loan due to payment defaults - Interest expense decreased by **$0.5 million (21%)** for the six months ended June 30, 2024, primarily because the prior year included an **$0.8 million** extension fee related to the 2023 Mudrick Loan Agreement, partially offset by an increased interest rate on the Mudrick loan due to payment defaults[138](index=138&type=chunk)[143](index=143&type=chunk) [Finance Cost Related to Obligations to Issue Common Stock](index=32&type=section&id=Finance%20Cost%20Related%20to%20Obligations%20to%20Issue%20Common%20Stock) This section details the significant increase in finance costs related to obligations to issue common stock, driven by more ELOC Advances outstanding with Ionic - Finance cost related to obligations to issue common stock increased by **$5.4 million (118%)** for the six months ended June 30, 2024, to **$10.07 million**, due to the establishment and remeasurement of obligations from more ELOC Advances outstanding with Ionic[138](index=138&type=chunk)[144](index=144&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section addresses the company's financial viability, highlighting its ongoing going concern issues, the status of its Mudrick loans, and its strategy for managing cash flows and securing future financing through equity issuances and new product lines [Going Concern](index=32&type=section&id=Going%20Concern) This section discusses the company's substantial doubt about its ability to continue as a going concern, citing accumulated deficit, negative cash flows, and delinquent payroll taxes, while outlining management's funding plans - The company has an accumulated deficit of **$(436.7) million**, net cash used in operating activities of **$6.1 million**, and a cash balance of **$0.4 million** as of June 30, 2024, along with **$1.4 million** in delinquent payroll taxes, indicating substantial doubt about its ability to continue as a going concern[145](index=145&type=chunk) - Management plans to fund operations through revenue growth from AI offerings and thermal-imaging products, and by seeking additional capital through debt and equity financings, but success is uncertain due to market conditions and external factors[146](index=146&type=chunk)[147](index=147&type=chunk) - Projections are inherently uncertain, and there is substantial doubt that the company can meet ongoing requirements, potentially fully utilizing cash resources prior to September 30, 2024[148](index=148&type=chunk) [Mudrick Loans](index=33&type=section&id=Mudrick%20Loans) This section details the history and current status of the company's loans with Mudrick, including defaults, interest rate increases, and the recent exchange for new Secured Convertible Debentures - The company's Original Mudrick Loans (initially **$30.0 million** at **16.5%** interest) defaulted in October 2022, triggering an increase in the interest rate to **20.5%**[149](index=149&type=chunk) - In March 2023, the Original Mudrick Loans were exchanged for 2023 Mudrick Notes totaling approximately **$16.3 million**, bearing **20.5%** interest, which became due October 31, 2023, and were secured by all company assets[150](index=150&type=chunk)[151](index=151&type=chunk) - On August 5, 2024, the 2023 Mudrick Notes (principal plus accrued interest totaling approx. **$20.0 million**) were exchanged for new Secured Convertible Debentures, maturing May 15, 2025, with **20.5%** interest payable in kind and convertible into common stock[153](index=153&type=chunk)[154](index=154&type=chunk) [Obligations to Issue Common Stock](index=34&type=section&id=Obligations%20to%20Issue%20Common%20Stock) This section outlines the company's Equity Line of Credit (ELOC) and convertible debenture agreements with Ionic, detailing terms, amendments, and associated common stock issuances - The company has a **$50.0 million** Equity Line of Credit (ELOC) with Ionic, allowing it to direct Ionic to purchase common stock over a 36-month term, subject to conditions like a **$0.20** floor price (amended from **$0.25**) and beneficial ownership limits[159](index=159&type=chunk)[161](index=161&type=chunk) - Various amendments to the ELOC agreement in 2023 and 2024 adjusted purchase prices, increased commitment fees, and clarified terms regarding Nasdaq delisting and trading on OTC markets[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - In March 2023, the company also entered into the 2023 Debenture Purchase Agreement with Ionic, issuing two convertible subordinated debentures totaling approximately **$2.8 million** for a purchase price of **$2.5 million**[162](index=162&type=chunk) [Cash Flows - Operating Activities](index=35&type=section&id=Cash%20Flows%20-%20Operating%20Activities) This section reports an increase in net cash used in operating activities, primarily attributed to the timing of working capital payments - Net cash used in operating activities increased by **$0.9 million** to **$6.1 million** for the six months ended June 30, 2024, primarily due to the timing of working capital payments[166](index=166&type=chunk) [Cash Flows - Investing Activities](index=36&type=section&id=Cash%20Flows%20-%20Investing%20Activities) This section highlights a significant increase in net cash used in investing activities, driven by purchases of internal use software and other operating assets - Net cash used in investing activities increased significantly to **$0.6 million** for the six months ended June 30, 2024, compared to a de minimis amount in the prior year, due to purchases of internal use software and other operating assets[167](index=167&type=chunk) [Cash Flows - Financing Activities](index=36&type=section&id=Cash%20Flows%20-%20Financing%20Activities) This section details the increase in net cash provided by financing activities, primarily from Ionic ELOC advances, funds from a potential investor, and advances from senior management - Net cash provided by financing activities increased by **$1.6 million** to **$7.0 million** for the six months ended June 30, 2024[168](index=168&type=chunk) - This increase was driven by **$4.8 million** from Ionic ELOC advances, **$2.8 million** from an unrelated potential investor, and **$0.7 million** in advances from senior management, partially offset by **$1.3 million** in repayments to senior management[168](index=168&type=chunk) [Off-Balance Sheet Arrangements](index=36&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms that the company currently has no off-balance sheet arrangements - The company currently has no off-balance sheet arrangements[169](index=169&type=chunk) [Recently Issued Accounting Pronouncements](index=36&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) This section refers to Note 2 for a discussion of recently issued accounting pronouncements - Refer to Note 2 in the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion regarding recently issued accounting pronouncements[169](index=169&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section states that there are no applicable quantitative and qualitative disclosures about market risk for the company - This item is not applicable to the company[170](index=170&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section details the evaluation of the company's disclosure controls and procedures, identifying existing material weaknesses related to documentation of manual journal entries, revenue recognition, and e-commerce inventory valuation, and outlines ongoing remediation efforts [Evaluation of Disclosure Controls and Procedures](index=36&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section concludes that the company's disclosure controls and procedures were ineffective due to material weaknesses in documentation, revenue recognition, and inventory valuation - Management concluded that disclosure controls and procedures were not effective at a reasonable assurance level as of June 30, 2024, due to identified material weaknesses[173](index=173&type=chunk) - Material weaknesses include insufficient documentation of review and approval for manual journal entries, inadequate consideration of revenue recognition criteria for certain China contracts, and insufficient documentation for e-commerce inventory valuation (lower of cost or net realizable value)[172](index=172&type=chunk) [Remediation Efforts to Address the Material Weakness](index=37&type=section&id=Remediation%20Efforts%20to%20Address%20the%20Material%20Weakness) This section outlines the company's commitment to remediation efforts, noting that implementation has been slowed by external factors like the COVID-19 pandemic and working capital restrictions - The company is committed to remediation efforts, but implementation of the plan to address material weaknesses from 2018 and 2019 has been slowed by factors like the COVID-19 pandemic and working capital restrictions, and effects were not fully mitigated as of June 30, 2024[174](index=174&type=chunk) [Changes in Internal Control over Financial Reporting](index=37&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports no material changes in internal control over financial reporting during the period, while an ongoing ERP system implementation is expected to aid remediation - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2024[175](index=175&type=chunk) - Implementation of a new ERP system is ongoing and expected to help remediate the identified material weaknesses, though it has been slowed by the COVID-19 pandemic[175](index=175&type=chunk) [Part II. Other Information](index=37&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This part covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=37&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section confirms that the company is not involved in any material legal proceedings - The company is not a defendant in any material pending legal proceeding[176](index=176&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section highlights significant risks associated with investing in the company, including a history of operating losses, uncertainty of future revenue, the need for additional capital, and a high dependence on a small number of customers - Investing in the company's common stock involves a high degree of risk, with no material changes from the risk factors disclosed in the 2023 Form 10-K[176](index=176&type=chunk) - The company has a history of operating losses and negative cash flow from operations, with an accumulated deficit of **$(436.7) million** as of June 30, 2024, raising uncertainty about its ability to generate sufficient revenue to sustain operations[177](index=177&type=chunk) - The company is dependent on a small number of customers, with essentially all revenue from one customer during the six months ended June 30, 2024, and **87%** of net accounts receivable from one customer at June 30, 2024[180](index=180&type=chunk) - The company may need additional capital through equity or debt financing, which could dilute existing stockholders, and there is no certainty of successfully raising capital on commercially reasonable terms[178](index=178&type=chunk)[179](index=179&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section reports the issuance of common stock to Ionic Ventures, LLC, under an exemption from registration requirements - Between April 1 and June 30, 2024, the company issued **8,719,016 shares** of common stock to Ionic Ventures, LLC for advances made pursuant to the Amended ELOC Purchase Agreement[181](index=181&type=chunk) - These sales were made in reliance upon an exemption from registration requirements pursuant to Section 4(a)(2) under the Securities Act of 1933[181](index=181&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) This section states that there were no defaults upon senior securities during the reported period - None[182](index=182&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This section indicates that mine safety disclosures are not applicable to the company - Not applicable[182](index=182&type=chunk) [Item 5. Other Information](index=38&type=section&id=ITEM%205.%20OTHER%20INFORMATION) This section reports that no directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the period - During the six months ended June 30, 2024, none of the company's directors or officers adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement'[183](index=183&type=chunk) [Item 6. Exhibits](index=39&type=section&id=ITEM%206.%20EXHIBITS) This section provides a list of exhibits filed as part of the Form 10-Q, including organizational documents, agreements, and certifications - The report includes various exhibits such as Amended and Restated Certificate of Incorporation, Bylaws, amendments to purchase agreements with Ionic Ventures, LLC, and certifications of principal executive and financial officers[184](index=184&type=chunk)[185](index=185&type=chunk) [Signature](index=41&type=section&id=Signature) This section contains the signature of the company's authorized officer, affirming the submission of the report - The report was signed by Kai-Shing Tao, Chairman and Chief Executive Officer (principal executive, financial and accounting officer), on August 19, 2024[187](index=187&type=chunk)

Core Viewpoint - Remark Holdings, Inc. reported significant revenue growth in Q2 2024, driven by successful projects in North America, particularly in the education sector, indicating strong demand for its AI-powered solutions [1][4]. Financial Performance - Total revenue for Q2 2024 was $3.7 million, a 16.8% increase from $3.2 million in Q2 2023 [4]. - The operating loss decreased by 18.8% to $3.2 million in Q2 2024 compared to $4.0 million in Q2 2023 [4]. - Net loss for Q2 2024 was $5.3 million, or $0.12 per share, compared to a net loss of $5.9 million, or $0.42 per share, in the same quarter of 2023 [4][10]. Business Highlights - Remark AI secured a one-year, $5 million weapons detection contract with the Clark County School District, which includes nine one-year extension options [3]. - The company completed its migration to the Microsoft Azure Platform, preparing its Smart Safety Platform for broader market access [3]. - Successful proof of concepts (POCs) were completed for various projects, including a large European railway system and a Migrant Center in a major Sanctuary City, leading to ongoing contract negotiations [3]. Management Commentary - The CEO expressed excitement over the successful project with the Clark County School District, highlighting the potential for further opportunities in educational and governmental sectors [2]. - The focus remains on converting opportunities into revenue through world-class AI solutions and customer service [2]. Company Overview - Remark Holdings, Inc. specializes in AI-powered analytics platforms that provide insights from video feeds, serving sectors such as government, hospitality, public safety, retail, and transportation [5]. - The company is based in Las Vegas, Nevada, and is a member of the Oracle Partner Network [5].