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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rekor Systems Inc | NASDAQ:REKR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.41 | -22.53% | 1.41 | 1.40 | 1.41 | 1.74 | 1.36 | 1.60 | 5,921,005 | 00:51:22 |
Delaware
|
|
81-5266334
|
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification No.)
|
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
filer ☒
|
Smaller
reporting company ☒
|
|
Emerging
growth company ☐
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common
Stock, $0.0001 par value per share
|
REKR
|
The
Nasdaq Stock Market
|
4
|
||
4
|
||
4
|
||
5
|
||
6
|
||
7
|
||
8
|
||
32
|
||
46
|
||
46
|
||
|
|
|
48
|
||
48
|
||
48
|
||
49
|
||
50
|
||
50
|
||
50
|
||
50
|
||
|
|
|
51
|
|
Three
Months ended June 30,
|
Six
Months ended June 30,
|
||
|
2020
|
2019
|
2020
|
2019
|
Revenue
|
$2,677
|
$1,416
|
$4,273
|
$2,426
|
Cost
of revenue
|
1,276
|
271
|
1,770
|
761
|
Gross
profit
|
1,401
|
1,145
|
2,503
|
1,665
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
General
and administrative expenses
|
2,937
|
2,116
|
5,728
|
3,658
|
Selling
and marketing expenses
|
424
|
336
|
795
|
495
|
Research
and development expenses
|
819
|
302
|
1,362
|
307
|
Operating
expenses
|
4,180
|
2,754
|
7,885
|
4,460
|
|
|
|
|
|
Loss
from operations
|
(2,779)
|
(1,609)
|
(5,382)
|
(2,795)
|
Other
income (expense):
|
|
|
|
|
Loss
on extinguishment of debt
|
(200)
|
-
|
(200)
|
(1,113)
|
Interest
expense
|
(1,086)
|
(1,334)
|
(2,250)
|
(1,543)
|
Other
income (expense)
|
17
|
(36)
|
16
|
(34)
|
Gain
on sale of business
|
3,636
|
-
|
3,636
|
-
|
Total
other income (expense)
|
2,367
|
(1,370)
|
1,202
|
(2,690)
|
Loss
before income taxes
|
(412)
|
(2,979)
|
(4,180)
|
(5,485)
|
Income
tax provision
|
(7)
|
(12)
|
(13)
|
(24)
|
Net
loss from continuing operations
|
$(419)
|
$(2,991)
|
$(4,193)
|
$(5,509)
|
Net
loss from discontinued operations
|
(199)
|
(1,936)
|
(213)
|
(2,293)
|
Net
loss
|
$(618)
|
$(4,927)
|
$(4,406)
|
$(7,802)
|
Loss
per common share from continuing operations - basic and
diluted
|
(0.03)
|
(0.17)
|
(0.22)
|
(0.32)
|
Loss
per common share discontinued operations - basic and
diluted
|
(0.01)
|
(0.10)
|
(0.01)
|
(0.12)
|
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
|
19,369,399
|
22,224,417
|
19,135,176
|
|
Shares of Common Stock
|
Common Stock
|
Shares of Series B Preferred Stock
|
Series B Preferred Stock
|
Additional Paid-In Capital
|
Accumulated Deficit
|
Total Stockholders’ Equity (Deficit)
|
Balance as of March 31, 2020
|
22,768,757
|
$2
|
240,861
|
$-
|
$21,959
|
$(32,311)
|
$(10,350)
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
166
|
-
|
166
|
Issuance of
common stock pursuant to at the market offering,
net
|
2,237
|
|
-
|
-
|
8
|
-
|
8
|
Exercise of
warrants related to series A preferred stock
|
21,101
|
-
|
-
|
-
|
22
|
-
|
22
|
Issuance upon
exercise of stock options
|
150,451
|
-
|
-
|
-
|
237
|
-
|
237
|
Preferred
stock dividends
|
-
|
-
|
-
|
-
|
-
|
(115)
|
(115)
|
Accretion of
Series A preferred stock
|
-
|
-
|
-
|
-
|
(212)
|
-
|
(212)
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(618)
|
(618)
|
Balance as of June 30, 2020
|
22,942,546
|
$2
|
240,861
|
$-
|
$22,180
|
$(33,044)
|
$(10,862)
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2019
|
19,367,619
|
$2
|
240,861
|
$-
|
$16,505
|
$(15,052)
|
$1,455
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
175
|
-
|
175
|
Exercise of
cashless warrants in exchange for common stock
|
14,566
|
-
|
-
|
-
|
-
|
-
|
-
|
Preferred
stock dividends
|
-
|
-
|
-
|
-
|
-
|
(115)
|
(115)
|
Accretion of
Series A preferred stock
|
-
|
-
|
-
|
-
|
(184)
|
-
|
(184)
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(4,927)
|
(4,927)
|
Balance as of June 30, 2019
|
19,382,185
|
$2
|
240,861
|
$-
|
$16,496
|
$(20,094)
|
$(3,596)
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2019
|
21,595,653
|
$2
|
240,861
|
$-
|
$19,371
|
$(28,408)
|
$(9,035)
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
337
|
-
|
337
|
Exercise of
cashless warrants in exchange for common stock
|
43,218
|
-
|
-
|
-
|
-
|
-
|
-
|
Exercise of
warrants in exchange for common stock
|
555,000
|
-
|
-
|
-
|
411
|
-
|
411
|
Issuance of
common stock pursuant to at the market offering,
net
|
538,967
|
-
|
-
|
-
|
2,177
|
-
|
2,177
|
Exercise of
warrants related to series A preferred stock
|
57,963
|
-
|
-
|
-
|
60
|
-
|
60
|
Issuance upon
exercise of stock options
|
151,745
|
-
|
-
|
-
|
242
|
-
|
242
|
Preferred
stock dividends
|
-
|
-
|
-
|
-
|
-
|
(230)
|
(230)
|
Accretion of
Series A preferred stock
|
-
|
-
|
-
|
-
|
(418)
|
-
|
(418)
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(4,406)
|
(4,406)
|
Balance as of June 30, 2020
|
22,942,546
|
$2
|
240,861
|
$-
|
$22,180
|
$(33,044)
|
$(10,862)
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2018
|
18,767,619
|
$2
|
240,861
|
$-
|
$15,518
|
$(12,064)
|
$3,456
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
238
|
-
|
238
|
Issuance of
warrants in conjunction with notes payable
|
-
|
-
|
-
|
-
|
706
|
-
|
706
|
Exercise of
cashless warrants in exchange for common stock
|
14,566
|
-
|
-
|
-
|
-
|
-
|
-
|
Common stock
issued in OpenALPR acquisition
|
600,000
|
-
|
-
|
-
|
397
|
-
|
397
|
Preferred
stock dividends
|
-
|
-
|
-
|
-
|
-
|
(230)
|
(230)
|
Accretion of
Series A preferred stock
|
-
|
-
|
-
|
-
|
(363)
|
-
|
(363)
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(7,802)
|
(7,802)
|
Balance as of June 30, 2019
|
19,382,185
|
$2
|
240,861
|
$-
|
$16,496
|
$(20,094)
|
$(3,596)
|
|
Six
Months Ended June 30,
|
|
|
2020
|
2019
|
Cash Flows from Operating Activities
|
|
|
Net loss from
continuing operations
|
$(4,193)
|
$(5,509)
|
Net loss from
discontinued operations
|
(213)
|
(2,293)
|
Net
loss
|
(4,406)
|
(7,802)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
Bad
debt expense
|
5
|
-
|
Depreciation
|
169
|
152
|
Amortization
of right-of-use lease asset
|
85
|
23
|
Share-based
compensation
|
337
|
238
|
Amortization
of financing costs
|
611
|
436
|
Amortization
of intangible assets
|
635
|
364
|
Loss
on extinguishment of debt
|
200
|
1,113
|
Gain
on sale of AOC Key Solutions
|
(2,619)
|
-
|
Gain
on sale of TeamGlobal
|
(1,017)
|
-
|
Loss
on sale of Secure Education
|
-
|
3
|
Changes
in operating assets and liabilities:
|
|
|
Accounts
receivable
|
(1,116)
|
(32)
|
Inventory
|
(375)
|
(141)
|
Other
current assets
|
(136)
|
(78)
|
Accounts
payable and accrued expenses
|
1,096
|
(288)
|
Contract
liabilities
|
180
|
863
|
Lease
liability
|
(96)
|
(57)
|
Net
cash used in operating activities - continuing
operations
|
(6,234)
|
(2,913)
|
Net
cash used in operating activities - discontinued
operations
|
(3,887)
|
(829)
|
Net
cash used in operating activities
|
(10,121)
|
(3,742)
|
Cash Flows from Investing Activities
|
|
|
Proceeds
from sale of Secure Education
|
-
|
250
|
Proceeds
from sale of AOC Key Solutions
|
3,400
|
-
|
Proceeds
from sale of TeamGlobal
|
2,300
|
-
|
Capital
expenditures
|
(447)
|
(515)
|
Net
cash provided by (used in) by investing activities - continuing
operations
|
5,253
|
(265)
|
Net
cash used in investing activities - discontinued
operations
|
-
|
-
|
Net
cash provided by (used in) investing activities
|
5,253
|
(265)
|
Cash Flows from Financing Activities
|
|
|
Proceeds
from PPP loan
|
874
|
|
Repayments
of notes payable
|
(2,200)
|
-
|
Net
proceeds from notes payable
|
-
|
3,839
|
Net
proceeds from exercise of options
|
242
|
-
|
Net
proceeds from exercise of warrants
|
411
|
-
|
Net proceeds from exercise of warrants associated to series A
preferred stock
|
60
|
-
|
Net
proceeds from at-the-market agreement
|
2,177
|
-
|
Payment
of debt modification costs
|
(300)
|
-
|
Net
cash provided by financing activities - continuing
operations
|
1,264
|
3,839
|
Net
cash provided by financing activities - discontinued
operations
|
4,171
|
1,068
|
Net
cash provided by financing activities
|
5,435
|
4,907
|
Net increase
in cash, cash equivalents and restricted cash and cash equivalents
- continuing operations
|
283
|
661
|
Net increase
in cash, cash equivalents and restricted cash and cash equivalents
- discontinued operations
|
284
|
239
|
Net increase
in cash, cash equivalents and restricted cash and cash
equivalents
|
567
|
900
|
Cash, cash
equivalents and restricted cash and cash equivalents at beginning
of period
|
1,866
|
2,768
|
Cash, cash
equivalents and restricted cash and cash equivalents at end of
period
|
$2,433
|
$3,668
|
|
|
|
Reconciliation of cash, cash equivalents and restricted
cash:
|
|
|
Cash and cash
equivalents at end of period - continuing
operations
|
$1,933
|
$2,743
|
Restricted
cash and cash equivalents at end of period - continuing
operations
|
496
|
572
|
Cash and cash
equivalents at end of period - discontinued
operations
|
4
|
353
|
Cash, cash
equivalents and restricted cash at end of
period
|
$2,433
|
$3,668
|
|
June
30, 2020 as presented
|
Impact
of Note Exchange
|
Proforma
June 30, 2020
|
Accounts
payable and accrued expenses
|
$4,182
|
$(279)
|
$3,903
|
Total current liabilities
|
5,670
|
(279)
|
5,391
|
Notes
payable subject to exchange for stock
|
14,636
|
(14,636)
|
-
|
Notes
payable, long-term
|
5,367
|
-
|
5,367
|
Total liabilities
|
27,243
|
(14,636)
|
12,607
|
Additional
paid-in capital
|
22,180
|
14,915
|
37,095
|
Total stockholders’ (deficit) equity
|
(10,862)
|
14,915
|
4,053
|
Total liabilities and stockholders’ (deficit)
equity
|
$22,603
|
$-
|
$22,603
|
2020
|
$695
|
2021
|
415
|
2022
|
288
|
2023
|
205
|
2024
|
100
|
Thereafter
|
1
|
Total
|
$1,704
|
Accounts
receivable, net
|
$381
|
Other current
assets, net
|
13
|
Property and
equipment, net
|
21
|
Contract
liabilities
|
(388)
|
Net assets
acquired
|
27
|
Less intangible
assets
|
7,436
|
Consideration
paid
|
(12,397)
|
Net goodwill
recorded
|
$4,934
|
|
|
Cash
consideration
|
$7,000
|
Note
payable
|
5,000
|
Common stock
consideration
|
397
|
Total acquisition
consideration
|
$12,397
|
Total assets
sold
|
$4,549
|
Total liabilities
assumed
|
3,514
|
Net assets
sold
|
1,035
|
Closing
cost
|
346
|
Consideration
paid (see below)
|
4,000
|
Gain on sale
of AOC Key Solutions
|
$2,619
|
|
|
Cash
consideration
|
$3,400
|
Note
receivable
|
600
|
Total AOC Key
Solution Purchase Agreement consideration
|
$4,000
|
Total assets
sold
|
$9,996
|
Total liabilities
assumed
|
7,130
|
Net assets
sold
|
2,866
|
Closing
cost
|
117
|
Consideration
paid (see below)
|
4,000
|
Gain on sale
of TeamGlobal
|
$1,017
|
|
|
Cash
consideration
|
$2,300
|
Note
receivable
|
1,700
|
Total
TeamGlobal Purchase Agreement consideration
|
$4,000
|
|
June 30, 2020
|
December 31,
2019
|
||||||
|
Global
|
AOC Key
Solutions
|
Firestorm
|
Total
|
Global
|
AOC Key
Solutions
|
Firestorm
|
Total
|
ASSETS
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
$-
|
$-
|
$4
|
$4
|
$225
|
$93
|
$12
|
$330
|
Accounts
receivable, net
|
-
|
-
|
-
|
-
|
2,763
|
4,055
|
-
|
6,818
|
Other
current assets, net
|
-
|
-
|
-
|
-
|
238
|
52
|
3
|
293
|
Current
assets of discontinued operations
|
-
|
-
|
4
|
4
|
3,226
|
4,200
|
15
|
7,441
|
Property
and equipment, net
|
-
|
-
|
-
|
-
|
113
|
41
|
-
|
154
|
Right-of-use
lease assets, net
|
-
|
-
|
-
|
-
|
130
|
499
|
-
|
629
|
Goodwill
|
-
|
-
|
-
|
-
|
669
|
-
|
-
|
669
|
Intangible
assets, net
|
-
|
-
|
-
|
-
|
1,994
|
-
|
-
|
1,994
|
Deposits
and other long-term assets
|
-
|
-
|
-
|
-
|
-
|
11
|
-
|
11
|
Long-term
assets of discontinued operations
|
-
|
-
|
-
|
-
|
2,906
|
551
|
-
|
3,457
|
Total
assets of discontinued operations
|
$-
|
$-
|
$4
|
$4
|
$6,132
|
$4,751
|
$15
|
$10,898
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
$-
|
$-
|
$30
|
$30
|
$461
|
$1,260
|
$33
|
$1,754
|
Lines
of credit
|
-
|
-
|
-
|
-
|
1,842
|
1,894
|
-
|
3,736
|
Lease
liability, short term
|
-
|
-
|
74
|
74
|
113
|
100
|
54
|
267
|
Current
liabilities of discontinued operations
|
-
|
-
|
104
|
104
|
2,416
|
3,254
|
87
|
5,757
|
Lease
liability, long term
|
-
|
-
|
21
|
21
|
30
|
467
|
39
|
536
|
Long-term
liabilities of discontinued operations
|
-
|
-
|
21
|
21
|
30
|
467
|
39
|
536
|
Total
liabilities of discontinued operations
|
$-
|
$-
|
$125
|
$125
|
$2,446
|
$3,721
|
$126
|
$6,293
|
|
Six
Months Ended June 30,
|
|
|
2020
|
2019
|
Cash
paid for interest - continuing operations
|
$994
|
$839
|
Cash
paid for interest - discontinued operations
|
241
|
184
|
Cash
paid for taxes - continuing operations
|
-
|
-
|
Cash
paid for taxes - discontinued operations
|
-
|
11
|
Non-cash
financing - Paid-in-kind interest transferred to the principal
balance of the 2019 Promissory Notes
|
(1,283)
|
-
|
Non-cash
operating - Paid-in-kind interest transferred to the principal
balance of the 2019 Promissory Notes
|
1,283
|
-
|
Note
received as part of TeamGlobal Sale
|
1,700
|
-
|
Note
received as part of AOC Key Solutions Sale
|
600
|
-
|
Financing:
|
|
|
Notes
payable - continuing operations
|
-
|
21,000
|
Debt
discount financing costs
|
-
|
(2,599)
|
Extinguishment
of debt
|
-
|
(1,113)
|
Repayment
of notes payable and interest expense, net of debt
discount
|
-
|
(2,515)
|
Investment
in OpenALPR Technology
|
-
|
(12,000)
|
Issuance
of warrants in conjunction with notes payable
|
-
|
706
|
Accounts
Payable
|
-
|
360
|
Proceeds
from notes payable
|
-
|
3,839
|
Adoption
of ASC-842 Lease Accounting:
|
|
|
Right-of-use
lease asset
|
132
|
291
|
Lease
liability
|
$(132)
|
$(291)
|
Operating
lease right-of-use lease assets from continuing
operations
|
$330
|
|
|
Current
portion of lease liability
|
$231
|
Long-term
portion of lease liability
|
114
|
Total
lease liability from continuing operations
|
$345
|
|
|
Weighted
average remaining lease term - operating leases from continuing
operations
|
1.93
|
|
|
Weighted
average discount rate - operating leases
|
9%
|
|
|
2020
|
$125
|
2021
|
195
|
2022
|
19
|
2023
|
19
|
2024
|
18
|
Total
lease payments
|
376
|
Less
imputed interest
|
31
|
Maturities
of lease liabilities
|
$345
|
|
Customer
Relationships
|
Marketing
Related
|
Technology
Based
|
Internally
Developed Capitalized Software
|
Total
|
Identifiable
intangible assets
|
$461
|
$327
|
$7,206
|
$1,432
|
$9,426
|
Accumulated
amortization
|
(82)
|
(132)
|
(1,321)
|
(140)
|
(1,675)
|
Identifiable
intangible assets from continuing operations, net
|
$379
|
$195
|
$5,885
|
$1,292
|
$7,751
|
|
December
31, 2019
|
Additions
|
Amortization
|
June 30,
2020
|
Intangible
assets subject to amortization from continuing
operations
|
|
|
|
|
Customer
relationships
|
$396
|
$-
|
$(17)
|
$379
|
Marketing
related
|
230
|
-
|
(35)
|
195
|
Technology
based
|
6,395
|
-
|
(510)
|
5,885
|
Internally
capitalized software
|
1,223
|
142
|
(73)
|
1,292
|
Intangible
assets subject to amortization from continuing
operations
|
$8,244
|
$142
|
$(635)
|
$7,751
|
2020
|
$683
|
2021
|
1,355
|
2022
|
1,274
|
2023
|
1,147
|
2024
|
1,060
|
Thereafter
|
1,449
|
Capitalized
software not yet placed in service
|
783
|
Total
|
$7,751
|
2020
|
$46
|
2021
|
20,725
|
2022
|
1,387
|
2023
|
-
|
2024
|
-
|
Thereafter
|
-
|
Total
|
22,158
|
|
|
Less
unamortized interest
|
(29)
|
Less
unamortized financing costs
|
(1,252)
|
Total
debt
|
$20,877
|
Loans
payable, current portion
|
$251
|
Loans
payable, long-term
|
623
|
Notes
payable, long-term
|
5,367
|
Notes
payable to be exchanged for common stock
|
14,636
|
Total
debt
|
$20,877
|
|
Number of Shares
Subject to Option
|
Weighted Average
Exercise Price
|
Weighted Average
Remaining Contractual Term (Years)
|
Aggregate Intrinsic
Value
|
Outstanding
Balance at December 31, 2019
|
1,655,383
|
$1.68
|
8.33
|
$3,224
|
Granted
|
20,000
|
4.32
|
9.66
|
-
|
Exercised
|
(151,745)
|
1.60
|
-
|
-
|
Forfeited
|
(44,216)
|
3.38
|
-
|
-
|
Canceled
|
(36,684)
|
1.82
|
-
|
-
|
Outstanding
Balance at June 30, 2020
|
1,442,738
|
$1.67
|
7.77
|
$2,868
|
Exercisable
at June 30, 2020
|
1,056,866
|
$1.68
|
6.30
|
$2,064
|
|
Number of
Shares
|
Weighted Average
Unit Price
|
Weighted Average
Remaining Contractual Term (Years)
|
Aggregate Intrinsic
Value
|
Outstanding
Balance at December 31, 2019
|
-
|
$-
|
-
|
$-
|
Granted
|
351,600
|
4.03
|
2.36
|
|
Vested
|
-
|
-
|
|
|
Forfeited
|
(1,400)
|
-
|
|
|
Outstanding
Balance at June 30, 2020
|
350,200
|
$4.03
|
2.37
|
$-
|
|
Three
Months ended June 30,
|
Six
Months ended June 30,
|
||
|
2020
|
2019
|
2020
|
2019
|
Revenue
|
$2,677
|
$1,416
|
$4,273
|
$2,426
|
Cost
of revenue
|
1,276
|
271
|
1,770
|
761
|
Gross
profit
|
1,401
|
1,145
|
2,503
|
1,665
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
General
and administrative expenses
|
2,937
|
2,116
|
5,728
|
3,658
|
Selling
and marketing expenses
|
424
|
336
|
795
|
495
|
Research
and development expenses
|
819
|
302
|
1,362
|
307
|
Operating
expenses
|
4,180
|
2,754
|
7,885
|
4,460
|
|
|
|
|
|
Loss
from operations
|
(2,779)
|
(1,609)
|
(5,382)
|
(2,795)
|
Other
income (expense):
|
|
|
|
|
Loss
on extinguishment of debt
|
(200)
|
-
|
(200)
|
(1,113)
|
Interest
expense
|
(1,086)
|
(1,334)
|
(2,250)
|
(1,543)
|
Other
income (expense)
|
17
|
(36)
|
16
|
(34)
|
Gain
on sale of business
|
3,636
|
-
|
3,636
|
-
|
Total
other income (expense)
|
2,367
|
(1,370)
|
1,202
|
(2,690)
|
Loss
before income taxes
|
(412)
|
(2,979)
|
(4,180)
|
(5,485)
|
Income
tax provision
|
(7)
|
(12)
|
(13)
|
(24)
|
Net
loss from continuing operations
|
$(419)
|
$(2,991)
|
$(4,193)
|
$(5,509)
|
|
Three
Months Ended June 30,
|
Change
|
Six
Months Ended June 30,
|
Change
|
||||
(dollars
in thousands)
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Revenue
|
$2,677
|
$1,416
|
$1,261
|
89%
|
$4,273
|
$2,426
|
$1,847
|
76%
|
|
Three Months Ended June 30,
|
Change
|
Six Months Ended June 30,
|
Change
|
||||
(dollars
in thousands)
|
2020
|
2019
|
$ or % Points
|
%
|
2020
|
2019
|
$ or % Points
|
%
|
Cost
of revenue
|
$1,276
|
$271
|
$1,005
|
371%
|
$1,770
|
$761
|
$1,009
|
133%
|
Gross
profit
|
1,401
|
1,145
|
256
|
22%
|
2,503
|
1,665
|
838
|
50%
|
Gross
margin
|
52%
|
81%
|
-29%
|
-35%
|
59%
|
69%
|
-10%
|
-15%
|
|
Three Months Ended June 30,
|
Change
|
Six Months Ended June 30,
|
Change
|
||||
(dollars
in thousands)
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
$2,937
|
$2,116
|
$821
|
39%
|
$5,728
|
$3,658
|
$2,070
|
57%
|
Selling
and marketing expenses
|
424
|
336
|
88
|
26%
|
795
|
495
|
300
|
61%
|
Research
and development expenses
|
819
|
302
|
517
|
171%
|
1,362
|
307
|
1,055
|
344%
|
Operating
expenses
|
$4,180
|
$2,754
|
$1,426
|
52%
|
$7,885
|
$4,460
|
$3,425
|
77%
|
|
Three Months Ended June 30,
|
Change
|
Six Months Ended June 30,
|
Change
|
||||
(dollars
in thousands)
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Other
income (expense):
|
|
|
|
|
|
|
|
|
Loss
on extinguishment of debt
|
$(200)
|
$-
|
$(200)
|
-100%
|
$(200)
|
$(1,113)
|
$913
|
82%
|
Interest
expense
|
(1,086)
|
(1,334)
|
248
|
19%
|
(2,250)
|
(1,543)
|
(707)
|
-46%
|
Other
income (expense)
|
17
|
(36)
|
53
|
147%
|
16
|
(34)
|
50
|
147%
|
Gain
on sale of business
|
3,636
|
-
|
3,636
|
100%
|
3,636
|
-
|
3,636
|
-
|
Total
other income (expense)
|
$2,367
|
$(1,370)
|
$3,737
|
273%
|
$1,202
|
$(2,690)
|
$3,892
|
145%
|
|
June
30, 2020 as presented
|
Impact
of Note Exchange
|
Proforma
June 30, 2020
|
Accounts
payable and accrued expenses
|
$4,182
|
$(279)
|
$3,903
|
Total current liabilities
|
5,670
|
(279)
|
5,391
|
Notes
payable subject to exchange for stock
|
14,636
|
(14,636)
|
-
|
Notes payable,
long-term
|
5,367
|
-
|
5,367
|
Total liabilities
|
27,243
|
(14,636)
|
12,607
|
Additional
paid-in capital
|
22,180
|
14,915
|
37,095
|
Total stockholders’ (deficit) equity
|
(10,862)
|
14,915
|
4,053
|
Total liabilities and stockholders’ (deficit)
equity
|
$22,603
|
$-
|
$22,603
|
|
2020
|
2019
|
Change
|
|
|
|
$
|
%
|
|
Net
cash used in operating activities - continuing
operations
|
$(6,234)
|
$(2,913)
|
$(3,321)
|
-114%
|
Net
cash provided by (used in) investing activities - continuing
operations
|
5,253
|
(265)
|
5,518
|
2082%
|
Net
cash provided by financing activities - continuing
operations
|
1,264
|
3,839
|
(2,575)
|
-67%
|
Net
increase in cash, cash equivalents and restricted cash and cash
equivalents - continuing operations
|
$283
|
$661
|
$(378)
|
-57%
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed/ Furnished
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended
and Restated Certificate of Incorporation of Novume Solutions, Inc.
as filed with the Secretary of State of Delaware on August 21,
2017
|
|
8-K
|
|
333-216014
|
|
3.1
|
|
8/25/17
|
|
|
|
|
Certificate
of Designations of Series A Cumulative Convertible Redeemable
Preferred Stock as filed with the Secretary of State of Delaware on
August 25, 2017
|
|
8-K
|
|
333-216014
|
|
4.1
|
|
8/25/17
|
|
|
|
|
Certificate
of Designations of Novume Series B Cumulative Convertible Preferred
Stock as filed with the Secretary of State of Delaware on August
21, 2017
|
|
8-K
|
|
000-55833
|
|
4.2
|
|
10/4/17
|
|
|
|
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation
of Novume Solutions, Inc. as filed with the Secretary of State of
Delaware on April 26, 2019
|
|
8-K
|
|
001-38338
|
|
3.1
|
|
4/30/19
|
|
|
|
|
Second
Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Rekor Systems, Inc. as filed with the Secretary of
State of Delaware on March 18, 2020
|
|
8-K
|
|
001-38338
|
|
3.1
|
|
3/18/20
|
|
|
|
|
Amended
and Restated Bylaws of Rekor Systems, Inc.
|
|
8-K
|
|
001-38338
|
|
3.2
|
|
4/30/19
|
|
|
|
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
|
|
|
|
|
|
|
|
|
|
*
|
|
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
|
|
|
|
|
|
|
|
|
|
*
|
|
|
Section
1350 Certification of Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
**
|
|
|
Section
1350 Certification of Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
**
|
|
101.INS
|
|
XBRL
Instance Document
|
|
|
|
|
|
|
|
|
|
*
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
*
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
*
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
*
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
*
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
*
|
|
|
Rekor
Systems, Inc.
|
|
|
|
/s/
Robert A. Berman
|
|
|
Name:
|
Robert
A. Berman
|
|
|
Title:
|
Chief
Executive Officer,
Director
(Principal
Executive Officer and Authorized Signatory)
|
|
|
Date:
|
August
3, 2020
|
|
|
|
|
|
|
|
/s/
Eyal Hen
|
|
|
Name:
|
Eyal
Hen
|
|
|
Title:
|
Chief Financial Officer (Principal Financial and Accounting
Officer)
|
|
|
Date:
|
August 3,
2020
|
|
1 Year Rekor Systems Chart |
1 Month Rekor Systems Chart |
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