Rekor Systems, Inc 8-K, filed Aug 3, 2020
Rekor Systems, Inc. (REKR)
8-K
2020-08-03
For: 2020-08-03
View Original
Added on
April 12, 2026
About this 8-K
Rekor Systems, Inc filed this 8-K on August 3, 2020.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 3,
2020
____________________
REKOR SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-38338
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81-5266334
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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7172 Columbia Gateway Drive, Suite 400, Columbia, MD
21046
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(Address
of Principal Executive Offices)
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Registrant's
Telephone Number, Including Area Code: (410)
762-0800
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, $0.0001 par value per share
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REKR
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The
Nasdaq Stock Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter)
Emerging
Growth Company ☐
If
an emerging
growth company, indicate
by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
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Item 2.02.
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Results of Operations and Financial Condition.
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On
August 3, 2020, Rekor Systems, Inc. (the “Company”)
issued a press release summarizing the Company’s financial
results for the fiscal quarter ended June 30, 2020. A copy of this
press release is furnished as Exhibit 99.1 hereto and incorporated
herein by reference.
The foregoing information is intended to be furnished under Item
2.02 of Form 8-K, “Results of Operations and Financial
Condition.” This information shall not be deemed
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
or incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a
filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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Press
Release dated August 3, 2020
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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REKOR SYSTEMS, INC.
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Date:
August 3, 2020
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/s/
Robert A. Berman
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Name:
Robert A. Berman
Title:
President and Chief Executive Officer
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Exhibit
99.1

Rekor Systems, Inc. Reports Second Quarter of 2020 Financial
Results
Highlights:
●
Second quarter 2020 gross revenue increased 89% to $2.7 million as
compared to $1.4 million in the second quarter of 2019
●
Completion of the sale of non-core businesses, AOC Key Solutions
and TeamGlobal
●
Agreement to exchange over 77% of its 2019 notes payable to common
stock and other related loan modifications
COLUMBIA, MD – August 3, 2020 - Rekor Systems,
Inc,
(REKR)
(“Rekor”), a Maryland-based company providing real-time
roadway intelligence through AI-driven decisions,
today
reported
its unaudited financial results for the second quarter of
2020.
Commenting on the results, Eyal Hen, Chief Financial Officer of
Rekor, stated: “The second quarter was highlighted by
strength and continuing growth in our top line. The solid
performance translated into a growth in revenue for the three and
six months ended June 30, 2020 of 89% and 76%, respectively,
compared to the same periods in 2019. We successfully continued
executing on our strategic plan to grow our revenues, divest our
non-core businesses and focus on our technology segment. On July
15, 2020, we completed a debt exchange transaction with holders of
our 2019 Notes.”
Mr. Hen continued, “During the second quarter of 2020, we
completed the sale of both of our remaining non-core businesses to
their respective management teams at a gain and reached an
agreement to exchange over 77% of our debt for equity and extended
the maturity of the remaining debt to December 2021. The debt
exchange was completed on July 15 and reduced our debt by over 77%.
This will allow us to use more of our increasing revenue for
operations. We expect it to have a major effect on our bottom line
due to lower interest expense as well. ”
Since January 2020, Rekor has been selected by various resellers
and formed partnerships with various companies, including Fortune
50 and Fortune 500 companies, to use its AI software in retail,
public safety and parking operations. In June of 2020, Rekor
announced a joint venture with Cygnet-Infotech, a premier product
engineering company (www.cygnet-infotech.com),
to launch a
smart permit and parking management startup, named Roker Inc.
(www.rokerinc.com)
("Roker"),
in which we have 50% equity interest. Roker is designed to automate
parking enforcement and enable higher revenue recovery for both
public safety institutions and private businesses alike. In July
2020, the Company made an initial investment of $45,000 into the
joint venture.
Financial Summary
Second Quarter Results
Revenues
The increase in revenue for the three months ended June 30, 2020
compared to the three months ended June 30, 2019, was a result of
additional products the Company offered during the period
corresponding to the Company’s increased focus on expanding
its technology offerings. Additionally, the increase in revenue
during the three months ended June 30, 2020, was attributable to
substantial completion of the implementation phase of large
software and hardware contract in Florida which generated up-front
revenue due to building infrastructure.
The increase in revenue for the six months ended June 30, 2020
compared to the six months ended June 30, 2019 was primarily
attributable to the expanded technology offerings and large
contracts stated above, as well as the fact that operational
results from our OpenALPR acquisition have only been included in
operations since March 2019. During the six months ended June 30,
2020, revenue attributable to OpenALPR was recognized for the full
six-month period compared to only a three and half a month period
in the corresponding period in 2019.
Cost of Revenue, Gross Profit and Gross Margin
For the three and six months ended June 30, 2020, compared to the
three and six months ended June 30, 2019, the increase in gross
profit was primarily attributable to the increase in revenue for
the corresponding period. For the three and six months ended June
30, 2020 the gross margin decreased to 52% and 59%, respectively,
which was primarily attributable to building infrastructure in
connection with large software and hardware contracts. These
contracts included construction and assembly of fixtures for our
vehicle recognition cameras and the infrastructure necessary to
support database and communications operations on a shared basis
with other municipalities. As this early stage of building the
network is more costly, the initial margins for such projects are
lower than expected than for future operations that will be able to
use the same infrastructure.
Loss from Operations
Operating loss for the three months ended June 30, 2020 increased
to $2.8 million, compared to $1.6 million in the same period in
2019. Additionally, operating loss for the six months ended June
30, 2020, increased to $5.4 million, compared to $2.8 million in
the same period in 2019. The increase in the operating loss during
the year is attributable mainly to the increased expenses in
connection with the implementation of our go-to-market plan to
develop and promote our technology products and services.
Additionally, the Company brought on additional officers and
executives to support the Company’s growth plan and solidify
the corporate structure.
Performance Obligations
As of June 30, 2020, we had approximately $15,237,000 of licensing
and subscription contracts that were closed prior to June 30, 2020
but have a contractual subscription period beyond June 30, 2020.
These subscription contracts generally cover a term of one to five
years, in which the Company will recognize revenue ratably over the
contract term. We currently expect to recognize approximately 33%
of this amount over the succeeding twelve months, and the remainder
is expected to be recognized over the following four years. On
occasion our customers will prepay the full contract or a
substantial portion of the contract. Amounts related to the
prepayment of the subscription contract for a service period that
is not yet met are recorded as part of our contract liabilities
balance.
The table below reflects the 86% quarter by quarter growth in the
unaudited remaining contract value of licensing and subscription
contracts from June 30, 2019 through June 30, 2020 (dollars in
thousands):

Proforma balance sheet
The following unaudited pro forma combined financial information
gives effect to the Company’s recent debt for equity exchange
as if it was consummated as of June 30, 2020. This unaudited pro
forma financial information is presented for informational
purposes only and is not intended to
present actual results that would have been attained had the
transaction been completed as of June 30, 2020 or to project
potential operating results as of any future date or for any future
periods.
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June
30, 2020
as
presented
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Impact
of Note
Exchange
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Proforma
June
30,
2020
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Accounts
payable and accrued expenses
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$4,182
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$(279)
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$3,903
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Total current liabilities
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5,670
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(279)
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5,391
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Notes
payable subject to exchange for stock
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14,636
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(14,636)
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-
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Notes
payable, long-term
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5,367
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-
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5,367
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Total liabilities
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27,243
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(14,636)
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12,607
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Additional
paid-in capital
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22,180
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14,915
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37,095
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Total stockholders’ (deficit) equity
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(10,862)
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14,915
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4,053
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Total liabilities and stockholders’ (deficit)
equity
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$22,603
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$-
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$22,603
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EBITDA and Adjusted EBITDA
We calculate EBITDA as net loss before interest, taxes,
depreciation and amortization. We calculate Adjusted EBITDA as net
loss before interest, taxes, depreciation and amortization,
adjusted for (i) impairment of intangible assets, (ii) loss on
extinguishment of debt, (iii) stock-based compensation, (iv) losses
or gains on sales of subsidiaries, and (v) other unusual or
non-recurring items. EBITDA and Adjusted EBITDA are not
measurements of financial performance or liquidity under accounting
principles generally accepted in the U.S. (“U.S. GAAP”)
and should not be considered as an alternative to net earnings or
cash flow from operating activities as indicators of our operating
performance or as a measure of liquidity or any other measures of
performance derived in accordance with U.S. GAAP. EBITDA and
Adjusted EBITDA are presented because we believe they are
frequently used by securities analysts, investors and other
interested parties in the evaluation of a company’s ability
to service and/or incur debt. However, other companies in our
industry may calculate EBITDA and Adjusted EBITDA differently than
we do.
The following table sets forth the components of the EBITDA and
Adjusted EBITDA for the periods included (dollars in
thousands):
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Three
Months ended June 30,
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Six
Months ended June 30,
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2020
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2019
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2020
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2019
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Net
loss
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$(419)
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$(2,991)
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$(4,193)
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$(5,509)
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Income
taxes
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7
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12
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13
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24
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Interest
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1,086
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1,334
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2,250
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1,543
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Depreciation
and amortization
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466
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341
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889
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539
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EBITDA
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$1,140
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$(1,304)
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$(1,041)
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$(3,403)
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Loss
on extinguishment of debt
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$200
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$-
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$200
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$1,113
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Share-based
compensation
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166
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175
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337
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238
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Gain
on sale of business
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(3,636)
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-
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(3,636)
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-
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Loss
on sale of Secure Education
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-
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3
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-
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3
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Adjusted
EBITDA
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$(2,130)
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$(1,126)
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$(4,140)
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$(2,049)
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About Rekor Systems, Inc.
Rekor (Nasdaq: REKR) is a Maryland-based company providing
real-time roadway intelligence through AI-driven decisions. Rekor
provides commercial and government customers with actionable,
real-time vehicle recognition data to enable informed decisions to
be made faster and provide better outcomes. Rekor is transforming
industries like Public Safety, Customer Experience and Smart Cities
in more than 70 countries across the globe with smarter, quicker,
cost-competitive vehicle recognition solutions for security,
revenue discovery and recovery, public safety, electronic toll
collection, brand loyalty, parking operations, logistics, and
traffic management. We use the power of artificial intelligence to
analyze video streams and transform them into AI-driven decisions
by our clients. Our machine learning software can turn most IP
cameras into highly accurate and affordable vehicle recognition
devices used to help protect lives, increase brand loyalty and
enhance operations and logistics, without the need to install
expensive new infrastructure. We make what was once considered
impossible, possible. To learn more please visit our website:
https://rekor.ai.
Forward-Looking Statements
This press release includes statements concerning Rekor Systems,
Inc. and its future expectations, plans and prospects that
constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
For this purpose, any statements that are not statements of
historical fact may be deemed to be forward-looking statements. In
some cases, you can identify forward-looking statements by terms
such as "may," "should," "expects," "plans," "anticipates,"
"could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential," or "continue," by
the negative of these terms or by other similar expressions. You
are cautioned that such statements are subject to many risks and
uncertainties that could cause future circumstances, events, or
results to differ materially from those projected in the
forward-looking statements, including the risks that actual
circumstances, events or results may differ materially from those
projected in the forward-looking statements, particularly as a
result of various risks and other factors identified in our filings
with the Securities and Exchange Commission. Important factors that
could have such a result include a decline or weakness in general
economic conditions, an outbreak of hostilities, the ongoing
pandemic and responses thereto related to COVID-19, a decline or
volatility in the securities markets or regulatory changes or other
adverse developments with respect to the markets for the
Company’s products and services or an inability to obtain
adequate financing. All forward-looking statements contained
in this press release speak only as of the date on which they were
made and are based on management's assumptions and estimates as of
such date. We do not undertake any obligation to publicly update
any forward-looking statements, whether as a result of the receipt
of new information, the occurrence of future events, or
otherwise.
Company Contact:
Rekor Systems, Inc.
Eyal Hen
Chief Financial Officer
Phone: +1 (443) 545-7260
ehen@rekor.ai
Investor Relations Contact:
Rekor Systems, Inc.
Charles Degliomini
ir@rekor.ai
REKOR SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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June
30,
2020
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December
31,
2019
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ASSETS
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Current Assets
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Cash
and cash equivalents
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$1,933
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$1,075
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Restricted
cash and cash equivalents
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496
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461
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Accounts
receivable, net
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1,887
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776
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Inventory
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677
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302
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Notes
receivable, current portion
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170
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-
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Other
current assets, net
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311
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175
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Current
assets of discontinued operations
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4
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7,441
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Total current assets
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5,478
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10,230
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Long-term Assets
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Property
and equipment, net
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578
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442
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Right-of-use
lease assets, net
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330
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283
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Goodwill
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6,336
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6,336
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Intangible
assets, net
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7,751
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8,244
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Notes
receivable, long-term
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2,130
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-
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Long-term
assets of discontinued operations
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-
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3,457
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Total long-term assets
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17,125
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18,762
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Total assets
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$22,603
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$28,992
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LIABILITIES AND SHAREHOLDERS' DEFICIT
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Current Liabilities
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Accounts
payable and accrued expenses
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$4,182
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$3,678
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Loans
payable, current portion
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251
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-
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Lease
liability, short-term
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231
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148
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Contract
liabilities
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902
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749
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Current
liabilities of discontinued operations
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104
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5,757
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Total current liabilities
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5,670
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10,332
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Long-term Liabilities
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Notes
payable subject to exchange for stock(1)
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14,636
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-
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Notes payable long-term
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5,367
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20,409
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Loans
payable, long-term
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623
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-
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Lease
liability, long-term
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114
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161
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Contract
liabilities, long-term
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802
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775
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Other
long-term liabilities
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10
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10
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Long
term liabilities of discontinued operations
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21
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536
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Total Long-term liabilities
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21,573
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21,891
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Total liabilities
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27,243
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32,223
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Series
A Cumulative Convertible Redeemable Preferred stock, $0.0001 par
value, 505,000 shares authorized and 502,327 shares issued and
outstanding as of June 30, 2020 and December 31, 2019,
respectively
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6,222
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5,804
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Commitments and Contingencies
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Stockholders' Deficit
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Common stock,
$0.0001 par value, 100,000,000 and 30,000,000 shares authorized,
22,942,546 and 21,595,653 shares issued and outstanding as of June
30, 2020 and December 31, 2019, respectively
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2
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2
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Preferred
stock, $0.0001 par value, 2,000,000 authorized, 505,000 shares
designated as Series A and 240,861 shares designated as Series B as
of June 30, 2020 and December 31, 2019, respectively
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-
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-
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Series
B Cumulative Convertible Preferred stock, $0.0001 par value,
240,861 shares authorized, issued and outstanding as of June 30,
2020 and December 31, 2019, respectively
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-
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-
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Additional
paid-in capital
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22,180
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19,371
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Accumulated
deficit
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(33,044)
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(28,408)
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Total stockholders’ deficit
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(10,862)
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(9,035)
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Total liabilities and stockholders’ deficit
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$22,603
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$28,992
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(1)
As of June 30, 2020, these notes
were the subject to an agreement providing for them to be exchanged
for common stock.
REKOR SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three
Months ended June 30,
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Six
Months ended June 30,
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2020
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2019
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2020
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2019
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Revenue
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$2,677
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$1,416
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$4,273
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$2,426
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Cost
of revenue
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1,276
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271
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1,770
|
761
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Gross
profit
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1,401
|
1,145
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2,503
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1,665
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Operating
expenses:
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General
and administrative expenses
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2,937
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2,116
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5,728
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3,658
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Selling
and marketing expenses
|
424
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336
|
795
|
495
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|
Research
and development expenses
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819
|
302
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1,362
|
307
|
|
Operating
expenses
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4,180
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2,754
|
7,885
|
4,460
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Loss
from operations
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(2,779)
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(1,609)
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(5,382)
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(2,795)
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Other
income (expense):
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Loss
on extinguishment of debt
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(200)
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-
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(200)
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(1,113)
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Interest
expense
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(1,086)
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(1,334)
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(2,250)
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(1,543)
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Other
income (expense)
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17
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(36)
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16
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(34)
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Gain
on sale of business
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3,636
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-
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3,636
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-
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Total
other income (expense)
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2,367
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(1,370)
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1,202
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(2,690)
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Loss
before income taxes
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(412)
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(2,979)
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(4,180)
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(5,485)
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Income
tax provision
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(7)
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(12)
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(13)
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(24)
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|
Net
loss from continuing operations
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$(419)
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$(2,991)
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$(4,193)
|
$(5,509)
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Net
loss from discontinued operations
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(199)
|
(1,936)
|
(213)
|
(2,293)
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|
Net
loss
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$(618)
|
$(4,927)
|
$(4,406)
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$(7,802)
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Loss
per common share from continuing operations - basic and
diluted
|
(0.03)
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(0.17)
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(0.22)
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(0.32)
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Loss
per common share discontinued operations - basic and
diluted
|
(0.01)
|
(0.10)
|
(0.01)
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(0.12)
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|
Loss
per common share - basic and diluted
|
$(0.04)
|
$(0.27)
|
$(0.23)
|
$(0.44)
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
|
|
|
Basic
and diluted
|
22,829,084
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19,369,399
|
22,224,417
|
19,135,176
|