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Novume(REKR) - 2019 Q4 - Annual Report
2020-03-30 20:37
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38338 Rekor Systems, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 7172 Columbia Gateway Drive, Suite 400 Columbia, MD 21046 (Address of Principal Executive Offices) (Zip Code) Delaware 8 ...
Novume(REKR) - 2019 Q3 - Quarterly Report
2019-11-14 21:22
PART I - FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Rekor Systems reported a net loss from continuing operations of **$11.0 million** on **$14.9 million** in total revenues for the nine months ended September 30, 2019, with total assets growing to **$30.8 million** and liabilities to **$32.5 million**, resulting in a stockholders' deficit Condensed Consolidated Balance Sheet (Unaudited) | (In thousands) | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Total Assets** | **$30,823** | **$18,055** | | Total Current Assets | $10,715 | $8,530 | | Goodwill | $6,336 | $1,402 | | Intangible assets, net | $7,300 | $2,627 | | **Total Liabilities** | **$32,525** | **$9,547** | | Total Current Liabilities | $10,822 | $8,574 | | Notes payable | $20,076 | $875 | | **Total Stockholders' (Deficit) Equity** | **($7,308)** | **$3,456** | Condensed Consolidated Statement of Operations (Unaudited) | (In thousands) | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | **Total Revenue** | **$14,884** | **$15,271** | | Gross Profit | $7,864 | $7,737 | | Loss from Operations | ($6,889) | ($3,438) | | **Net Loss from Continuing Operations** | **($10,978)** | **($3,649)** | | Net Loss | ($11,428) | ($3,619) | | **Loss Per Share (Basic & Diluted)** | **($0.63)** | **($0.31)** | Condensed Consolidated Statements of Cash Flows (Unaudited) | (In thousands) | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | Net cash used in operating activities | ($9,255) | ($1,098) | | Net cash (used in) provided by investing activities | ($406) | $519 | | Net cash provided by financing activities | $9,100 | $106 | | **Net decrease in cash** | **($561)** | **($473)** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management's discussion highlights a strategic shift towards the Technology Segment, driven by the OpenALPR acquisition, leading to increased technology revenue and operating expenses, financed by new debt and equity offerings, despite ongoing operating losses - The company has reorganized into two business segments: Technology and Professional Services, reflecting a strategic focus on technology products and services, particularly following the acquisition of OpenALPR Technology[200](index=200&type=chunk)[201](index=201&type=chunk) - In Q3 2019, the company classified its subsidiary 'Global' (GTS and GCP) as held for sale, removing its results from continuing operations to concentrate on the Technology Segment[206](index=206&type=chunk) - The company funded the OpenALPR acquisition and operations by issuing **$20 million** in promissory notes with **16%** interest and warrants, and also initiated a **$15 million** at-the-market (ATM) equity offering[208](index=208&type=chunk)[265](index=265&type=chunk) Revenue by Segment (Continuing Operations) | (In thousands) | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | Change (%) | | :--- | :--- | :--- | :--- | | Technology | $3,962 | $2,639 | +50% | | Professional Services | $10,922 | $12,632 | -14% | | **Total Revenue** | **$14,884** | **$15,271** | **-3%** | Operating Expenses (Continuing Operations) | (In thousands) | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | Change (%) | | :--- | :--- | :--- | :--- | | General and administrative | $10,435 | $9,953 | +5% | | Selling and marketing | $2,012 | $1,095 | +84% | | Research and development | $757 | $127 | +496% | | Impairment of intangibles | $1,549 | $0 | N/A | | **Total Operating Expenses** | **$14,753** | **$11,175** | **+32%** | [Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a "smaller reporting company," Rekor is exempt from providing quantitative and qualitative disclosures about market risk - The company is classified as a "smaller reporting company" and is therefore exempt from providing quantitative and qualitative disclosures about market risk[274](index=274&type=chunk) [Controls and Procedures](index=57&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2019, due to un-remediated material weaknesses, despite ongoing remediation efforts - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were not effective as of September 30, 2019[276](index=276&type=chunk) - Management's assessment concluded that internal control over financial reporting was not effective due to material weaknesses identified in prior years (**2017** and **2018**) that had not yet been fully remediated[278](index=278&type=chunk)[279](index=279&type=chunk) - Remediation efforts include hiring a CFO, forming a disclosure committee, augmenting accounting staff, and engaging an accounting firm to improve internal control processes[279](index=279&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=59&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is involved in a significant legal proceeding against former Firestorm executives, alleging fraudulent inducement in the acquisition and seeking rescission, with counterclaims filed by the former executives - On August **17**, **2019**, Rekor filed a lawsuit against the former executives of Firestorm, alleging fraudulent inducement in the acquisition of Firestorm[283](index=283&type=chunk) - The company seeks rescission of the Membership Interest Purchase Agreement, including the notes and warrants issued to the Firestorm principals The principals have filed counterclaims[283](index=283&type=chunk) [Risk Factors](index=59&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes have occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes have been made to the risk factors disclosed in the Annual Report on Form **10-K** filed on April **11**, **2019**[284](index=284&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company issued unregistered shares and warrants for the OpenALPR acquisition and sold shares through an At-the-Market program, with proceeds primarily funding R&D and sales & marketing for its strategic technology shift - On March **12**, **2019**, the company issued **600,000** unregistered shares of common stock and warrants to purchase **2,500,000** shares as part of the OpenALPR acquisition and related financing[285](index=285&type=chunk) - On August **14**, **2019**, the company entered into an At-the-Market (ATM) sales agreement to sell up to **$15 million** of common stock[292](index=292&type=chunk) - In September **2019**, the company sold **103,566** shares under the ATM agreement at an average price of **$2.84 per share**, raising net cash of **$29,000** after commissions and fees[293](index=293&type=chunk) - Proceeds have been primarily used for research and development, sales, and marketing expenses related to the OpenALPR software, reflecting the company's strategic shift[294](index=294&type=chunk) [Defaults Upon Senior Securities](index=60&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities - None[295](index=295&type=chunk) [Mine Safety Disclosures](index=60&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[296](index=296&type=chunk) [Other Information](index=60&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported no other information for this item - None[297](index=297&type=chunk) [Exhibits](index=61&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL data, incorporating previously filed documents by reference - The exhibits include CEO and CFO certifications under Rule **13a-14(a)**/**15d-14(a)** and Section **1350**, as well as XBRL instance documents[299](index=299&type=chunk)
Novume(REKR) - 2019 Q2 - Quarterly Report
2019-08-14 00:02
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38338 Rekor Systems, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Delaware 81-5266334 7172 Columbia Gateway Drive, Suite 400 Columbia, MD (Address princ ...
Novume(REKR) - 2019 Q1 - Quarterly Report
2019-05-14 20:08
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38338 Rekor Systems, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation ...
Novume(REKR) - 2018 Q4 - Annual Report
2019-04-11 20:56
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-55833 Novume Solutions, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or o ...