Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 13, 2024

 

Commission File Number: 0-23153

 

Track Group, Inc.

(Exact name of registrant as specified in its charter.)

 

Delaware		87-0543981
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

200 E 5th Ave, Suite 100, Naperville, Illinois 60563

(Address of principal executive offices)

 

[phone]

(Registrant’s Telephone number)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

 

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 Results of Operations and Financial Condition.

 

Track Group, Inc. (the "Company") issued a press release on May 13, 2024, announcing its financial results for the period ended March 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

 

In accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.	Description
99.1	Press Release dated, May 13, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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SIGNATURES

 

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.

 

	TRACK GROUP, INC.
Date: May 13, 2024	By:	/s/ James A. Berg
		James A. Berg
		Chief Financial Officer

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

May 13, 2024

James Berg

Chief Financial Officer

[e-mail]

 

Track Group Reports 2nd Quarter Fiscal 2024 Financial Results

 

NAPERVILLE, ILLINOIS – Track Group, Inc. (OTCQB: TRCK), a global leader in offender tracking and monitoring services, today announced financial results for its fiscal quarter ended March 31, 2024 (“Q2 FY24”). In Q2 FY24, the Company posted (i) total revenue of $9.0 Million (“M”), an increase of approximately 8% over total revenue of $8.3M for the quarter ended March 31, 2023 (“Q2 FY23”); (ii) Q2 FY24 gross profit of $4.0M also representing an increase of approximately 6% over Q2 FY23 of $3.7M; (iii) Q2 FY24 operating loss of ($1.0M) compared to Q2 FY23 operating loss of ($0.9M); and (iv) net loss attributable to common shareholders of ($1.9M) in Q2 FY24 compared to ($1.5M) in Q2 FY23.

 

FINANCIAL HIGHLIGHTS 

 

●

Total Q2 FY24 revenue of $9.0M was up 8% compared to Q2 FY23 revenue of $8.3M. Revenue for the six months ended March 31, 2024 (“6M FY24’) of $18.0M was up approximately 5% compared to revenue of $17.2M for the six months ended March 31, 2023 (“6M FY23”). This positive performance can be attributed to increased activity among customers in Illinois, Canada, and Brazil, partially offset by decreases in revenue from customers in Michigan and Chile.

 

●

Gross Profit of $4.0M rose by 6% ($0.2M) in Q2 FY24 compared to Q2 FY23. Gross profit for 6M FY24 was $8.2M compared to gross profit of $7.9M for 6M FY23. This improvement stems from factors like increased revenue, reduced communication costs and lower lost, stolen or damaged costs. However, it was partly offset by higher device repair expenses, higher monitoring center costs and increased hardware purchases.

 

●

Operating loss in Q2 FY24 of ($1.0M) was up approximately 12% compared to ($0.9M) in Q2 FY23. Operating loss for 6M FY24 of ($1.1M) was up approximately 15% compared to ($1.0M) for 6M FY23. This rise in operating loss is primarily due to higher operating expenses. Operating expenses were up $0.3M in Q2 FY24 compared to Q2 FY23, primarily due to the estimated accrued liability related to an ongoing contract dispute of approximately $0.5M.

 

●

Adjusted EBITDA for Q2 FY24 was $0.8M compared to $0.5M for Q2 FY23. Adjusted EBITDA for 6M FY24 was $1.9M compared to Adjusted EBITDA for 6M FY23 of $1.7M primarily due to negative currency exchange rate movements of $0.6M in Q2 FY24 compared to Q2 FY23. Adjusted EBITDA in 6M FY24 as a percentage of revenue remained at 10%, compared to 6M FY23.

 

●

Cash balance of $3.6M for Q2 FY24 declined 10% compared to $4.1M at September 30, 2023.  The modest decrease in cash position was due to a negative effect of exchange rate changes on cash of $0.3M and a decrease in net cash provided by operating activities of approximately $0.1M.

 

●

Net loss attributable to shareholders in Q2 FY24 was ($1.9M) compared to ($1.5M) in Q2 FY23, an increase of $0.4M. Net loss attributable to shareholders in 6M FY24 was ($1.9M), compared to ($1.4M) for 6M FY23, a change principally attributable to negative currency exchange rate movements and an estimated accrued liability related to an ongoing contract dispute of approximately $0.5M.

 

“In the quarter ending March 31, 2024, we demonstrated a return to growth in revenue and gross profit, surpassing Q2 FY23. Notably, revenues grew by 8% ($9.0M vs. $8.3M in Q2 FY23), while gross profit experienced a 6% increase ($4.0M vs $3.7M in Q2 FY23). Adjusted EBITDA increased to $0.8M in Q2 FY24 compared to $0.5M in Q2 FY23. We are optimistic about maintaining and building upon these positive trends throughout the year, expecting continued improvements compared to the same quarter last year. This momentum reflects our dedication to growth and sets a promising tone for the ongoing fiscal year.” said Derek Cassell, Track Group’s CEO. 

 

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Business Outlook

Despite previous challenges from supply chain delays, the impact of the Coronavirus, and the phase-out of our 3G-based cellular devices in the U.S., Track Group stands resilient. The demonstrated financial growth witnessed in Q2 FY24 reinforces our confidence in the strategic reinvestment in technology and the implementation of new programs initiated in late FY23. These endeavors position us well for a sustained return to growth throughout FY24. Our outlook for FY24 is as follows: 

 

		Actual								Outlook
		FY 2022				FY 2023				FY 2024
Revenue (in millions):		$	37.0			$	34.5			$	37	-	38
Adjusted EBITDA Margin:			18.0	%			11.1	%			11	-	15%

 

About Track Group, Inc.

Track Group designs, manufactures, and markets location tracking devices; as well as develops and sells a variety of related software, services, and accessories, networking solutions, and monitoring applications. The Company's products and services are designed to empower professionals in security, law enforcement, corrections, and rehabilitation organizations worldwide with single-sourced offender management solutions that integrate reliable intervention technologies to support re-socialization and monitoring initiatives.

 

The Company currently trades under the ticker symbol "TRCK" on the OTCQB exchange. For more information, visit www.trackgrp.com.

 

Forward-Looking Statements

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "estimate," "expect," "forecast," "intend," "may," "plan," "project," "predict," "if", "should" and "will" and similar expressions as they relate to Track Group, Inc., and subsidiaries ("Track Group") are intended to identify such forward-looking statements. These statements are only predictions and reflect Track Group's current beliefs and expectations with respect to future events and are based on assumptions and subject to risks and uncertainties and subject to change at any time. Track Group may from time-to-time update these publicly announced projections, but it is not obligated to do so. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. For a discussion of such risks and uncertainties, see "Risk Factors" in Track Group's annual report on Form 10-K, its quarterly report on Form 10-Q, and its other reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. New risks emerge from time to time. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

 

Non-GAAP Financial Measures

This release includes financial measures defined as “non-GAAP financial measures” by the Securities and Exchange Commission including non-GAAP EBITDA. These measures may be different from non- GAAP financial measures used by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles. Reconciliations of these non-GAAP financial measures are based on the financial figures for the respective period.

 

Non-GAAP Adjusted EBITDA excludes items included but not limited to interest, taxes, depreciation, amortization, impairment charges, gains and losses, currency effects, one-time charges or benefits that are not indicative of operations, charges to consolidate, integrate or consider recently acquired businesses, costs of closing facilities, stock based or other non-cash compensation or other stated cash and non-cash charges (the “Adjustments”).

 

The Company believes the non-GAAP measures provide useful information to both management and investors when factoring in the Adjustments. Specific disclosure regarding the Company’s financial results, including management’s analysis of results from operations and financial condition, are contained in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2023, and other reports filed with the Securities and Exchange Commission. Investors are encouraged to carefully read and consider such disclosure and analysis contained in the Company’s Form 10-K and other reports, including the risk factors contained in such Form 10-K.

 

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TRACK GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		(Unaudited)
		March 31,				September 30,
		2024				2023
Assets
Current assets:
Cash		$	3,645,651			$	4,057,195
Accounts receivable, net of allowance for credit losses of $453,611 and $178,095, respectively			5,550,187				4,536,916
Prepaid expense and deposits			389,972				610,440
Inventory, net of reserves of $0 and $3,772, respectively			972,937				1,286,194
Other current assets			1,329,593				-
Total current assets			11,888,340				10,490,745
Property and equipment, net of accumulated depreciation of $1,742,598 and $1,920,850, respectively			79,126				115,808
Monitoring equipment, net of accumulated depreciation of $7,149,591 and $6,348,695, respectively			4,944,977				5,187,092
Intangible assets, net of accumulated amortization of $18,659,164 and $17,430,846, respectively			14,107,643				14,157,294
Goodwill			7,951,977				7,851,466
Other assets			795,212				2,442,154
Total assets		$	39,767,275			$	40,244,559
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable		$	3,643,125			$	2,796,712
Accrued liabilities			3,524,085				2,571,839
Current portion of long-term debt			134,106				308,417
Total current liabilities			7,301,316				5,676,968
Long-term debt, net of current portion			42,765,361				42,801,165
Long-term liabilities			236,170				259,359
Total liabilities			50,302,847				48,737,492
Commitments and contingencies
Stockholders’ equity (deficit):
Common stock, $0.0001 par value: 30,000,000 shares authorized; 11,863,758 and 11,863,758 shares outstanding, respectively			1,186				1,186
Preferred stock, $0.0001 par value: 20,000,000 shares authorized; 0 shares outstanding			-				-
Series A Convertible Preferred stock, $0.0001 par value: 1,200,000 shares authorized; 0 shares outstanding			-				-
Paid in capital			302,600,546				302,597,115
Accumulated deficit			(311,513,011	)			(309,610,397	)
Accumulated other comprehensive loss			(1,624,293	)			(1,480,837	)
Total equity (deficit)			(10,535,572	)			(8,492,933	)
Total liabilities and stockholders’ equity (deficit)		$	39,767,275			$	40,244,559

 

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TRACK GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

(Unaudited)

 

		Three Months Ended								Six Months Ended
		March 31,				March 31,				March 31,				March 31,
		2024				2023				2024				2023
Revenue:
Monitoring and other related services		$	8,758,650			$	8,179,025			$	17,433,136				16,468,807
Product sales and other			232,570				129,021				525,057				694,930
Total revenue			8,991,220				8,308,046				17,958,193				17,163,737
Cost of revenue:
Monitoring, products and other related services			4,230,498				3,721,527				8,204,487				7,623,521
Depreciation & amortization included in cost of revenue			793,887				843,714				1,583,351				1,616,733
Total cost of revenue			5,024,385				4,565,241				9,787,838				9,240,254
Gross profit			3,966,835				3,742,805				8,170,355				7,923,483
Operating expense:
General & administrative			3,173,866				2,869,799				5,931,753				5,624,320
Selling & marketing			810,441				768,871				1,516,972				1,498,341
Research & development			701,183				706,772				1,383,646				1,296,577
Depreciation & amortization			236,524				247,574				476,284				495,283
Total operating expense			4,922,014				4,593,016				9,308,655				8,914,521
Operating income (loss)			(955,179	)			(850,211	)			(1,138,300	)			(991,038	)
Other income (expense):
Interest expense, net			(428,868	)			(400,976	)			(866,791	)			(820,526	)
Currency exchange rate gain (loss)			(519,933	)			71,792				19,013				554,943
Other income (expense), net			(3,443	)			-				(3,443	)			-
Total other income (expense)			(952,244	)			(329,184	)			(851,221	)			(265,583	)
Income (loss) before income taxes			(1,907,423	)			(1,179,395	)			(1,989,521	)			(1,256,621	)
Income tax expense (benefit)			(4,348	)			305,863				(86,907	)			192,253
Net income (loss) attributable to common stockholders			(1,903,075				(1,485,258	)			(1,902,614	)			(1,448,874	)
Foreign currency translation adjustments			(36,754	)			93,585				(143,456	)			245,831
Comprehensive income (loss)		$	(1,939,829	)		$	(1,391,673	)		$	(2,046,070	)		$	(1,203,043	)
Net income per share – basic
Net income per common share		$	(0.16	)		$	(0.13	)		$	(0.17	)		$	(0.12	)
Weighted average common shares outstanding			11,863,758				11,863,758				11,863,758				11,863,758
Net income per share – diluted
Net income per common share		$	(0.16	)		$	(0.13	)		$	(0.17	)		$	(0.12	)
Weighted average common shares outstanding			11,863,758				11,863,758				11,863,758				11,863,758

 

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TRACK GROUP, INC. AND SUBSIDIARIES

NON-GAAP ADJUSTED EBITDA DECEMBER 31 (Unaudited)

(amounts in thousands, except share and per share data)

 

		Three Months Ended March 31,								Six Months Ended March 31,
		2024				2023				2024				2023
Non-GAAP Adjusted EBITDA
Net Income (loss) attributable to common shareholders		$	(1,903	)		$	(1,485	)		$	(1,903	)		$	(1,449	)
Interest expense, net			432				401				870				821
Depreciation and amortization			1,030				1,091				2,060				2,112
Income taxes (1)			(4	)			306				(87	)			192
Board compensation			50				101				103				238
Foreign exchange (gain)/loss			520				(72	)			(19	)			(555	)
Other charges, net (2)			663				204				826				369
Non-GAAP Adjusted EBITDA		$	788			$	546			$	1,850			$	1,728
Non-GAAP Adjusted EBITDA, percent of revenue			8.8	%			6.6	%			10.3	%			10.1	%
Weighted average common shares outstanding - basic			11,863,758				11,863,758				11,863,758				11,863,758
Non-GAAP earnings per share		$	0.07			$	0.05			$	0.16			$	0.15
Weighted average common shares outstanding - diluted			11,863,758				11,863,758				11,863,758				11,863,758
Non-GAAP earnings per share		$	0.07			$	0.05			$	0.16			$	0.15

 

(1)	Currently, the Company has significant U.S. tax loss carryforwards that may be used to offset future taxable income, subject to IRS limitations. However, the Company is still subject to certain state, commonwealth, and other foreign based taxes.

 

(2)	Other charges includes an estimated accrued liability related to an ongoing contract dispute of approximately $0.5M and may include gains or losses and non-recurring accrual adjustments.

 

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Document And Entity Information	May 13, 2024
Document Information [Line Items]
Entity, Registrant Name	Track Group, Inc.
Document, Type	8-K
Document, Period End Date	May 13, 2024
Entity, File Number	0-23153
Entity, Incorporation, State or Country Code	DE
Entity, Tax Identification Number	87-0543981
Entity, Address, Address Line One	200 E 5th Ave, Suite 100
Entity, Address, City or Town	Naperville
Entity, Address, State or Province	IL
Entity, Address, Postal Zip Code	60563
City Area Code	877
Local Phone Number	260-2010
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001045942

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