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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Track Group Inc (QB) | USOTC:TRCK | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.32625 | 0.2551 | 0.34 | 0.00 | 13:27:11 |
Delaware
|
|
87-0543981
|
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification Number)
|
Large accelerated filer ☐
|
Accelerated
filer
☐
|
Non-accelerated filer ☒
|
Smaller reporting company ☒
|
|
Emerging growth company ☐
|
|
|
Page
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1
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2
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3
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4
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5
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16
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16
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21
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21
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22
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23
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23
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23
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23
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23
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23
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24
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|
(Unaudited)
December
31,
|
September
30,
|
Assets
|
2020
|
2020
|
Current assets:
|
|
|
Cash
|
$5,862,442
|
$6,762,099
|
Accounts
receivable, net of allowance for doubtful accounts of $2,624,536
and $2,654,173, respectively
|
6,420,253
|
5,546,213
|
Prepaid
expense and deposits
|
817,774
|
866,389
|
Inventory,
net of reserves of $6,392 and $6,483, respectively
|
118,510
|
124,606
|
Total
current assets
|
13,218,979
|
13,299,307
|
Property
and equipment, net of accumulated depreciation of $2,746,715 and
$2,531,631, respectively
|
359,317
|
378,764
|
Monitoring
equipment, net of accumulated depreciation of $5,589,903 and
$6,639,883, respectively
|
2,755,331
|
2,065,947
|
Intangible
assets, net of accumulated amortization of $17,019,421 and
$16,390,721, respectively
|
21,412,818
|
21,171,045
|
Goodwill
|
8,527,257
|
8,220,380
|
Deferred
tax asset
|
425,666
|
432,721
|
Other
assets
|
2,577,659
|
2,166,743
|
Total
assets
|
$49,277,027
|
$47,734,907
|
|
|
|
Liabilities and Stockholders’ Equity (Deficit)
|
|
|
Current liabilities:
|
|
|
Accounts
payable
|
$1,830,099
|
$2,199,215
|
Accrued
liabilities
|
15,372,602
|
14,958,628
|
Current
portion of long-term debt
|
671,266
|
30,914,625
|
Total
current liabilities
|
17,873,967
|
48,072,468
|
Long-term
debt, net
|
30,572,648
|
418,575
|
Long-term
liabilities
|
109,706
|
164,487
|
Total
liabilities
|
48,556,321
|
48,655,530
|
|
|
|
Commitments and contingencies (Note 16 and Note 23)
|
|
|
|
|
|
Stockholders’ equity (deficit):
|
|
|
Common
stock, $0.0001 par value: 30,000,000 shares authorized;
11,414,150 shares outstanding, respectively
|
1,141
|
1,141
|
Series
A Convertible Preferred stock, $0.0001 par value: 1,200,000 shares
authorized; 0 shares outstanding
|
-
|
-
|
Paid
in capital
|
302,270,242
|
302,270,242
|
Accumulated
deficit
|
(300,947,439)
|
(302,270,933)
|
Accumulated
other comprehensive loss
|
(603,238)
|
(921,073)
|
Total
equity (deficit)
|
720,706
|
(920,623)
|
Total
liabilities and stockholders’ equity (deficit)
|
$49,277,027
|
$47,734,907
|
|
Three Months Ended
December 31,
|
|
|
2020
|
2019
|
Revenue:
|
|
|
Monitoring
and other related services
|
$9,271,729
|
$8,268,423
|
Product
sales and other
|
130,176
|
152,408
|
Total
revenue
|
9,401,905
|
8,420,831
|
|
|
|
Cost of revenue:
|
|
|
Monitoring,
products and other related services
|
3,700,426
|
3,266,909
|
Depreciation
& amortization included in cost of revenue
|
488,675
|
487,442
|
Total
cost of revenue
|
4,189,101
|
3,754,351
|
|
|
|
Gross profit
|
5,212,804
|
4,666,480
|
|
|
|
Operating expense:
|
|
|
General
& administrative
|
2,400,735
|
3,011,854
|
Selling
& marketing
|
550,457
|
541,549
|
Research
& development
|
307,294
|
296,155
|
Depreciation
& amortization
|
531,763
|
515,939
|
Total
operating expense
|
3,790,249
|
4,365,497
|
|
|
|
Operating income
|
1,422,555
|
300,983
|
|
|
|
Other income (expense):
|
|
|
Interest
expense, net
|
(640,022)
|
(602,533)
|
Currency exchange
gain
|
818,626
|
143,308
|
Other
income/expense, net
|
26
|
-
|
Total other income (expense)
|
178,630
|
(459,225)
|
Income (loss) before income taxes
|
1,601,185
|
(158,242)
|
Income tax expense
|
277,691
|
74,383
|
Net income (loss) attributable to common stockholders
|
1,323,494
|
(232,625)
|
Foreign
currency translation adjustments
|
317,835
|
(64,098)
|
Comprehensive income (loss)
|
$1,641,329
|
$(296,723)
|
Net
income (loss) per common share, basic and diluted
|
$0.12
|
$(0.02)
|
Weighted
average common shares outstanding, basic and diluted
|
11,414,150
|
11,411,704
|
|
Common Stock
|
Paid-in
|
Accumulated
|
Comprehensive
|
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Income (Loss)
|
Total
|
|
|
|
|
|
|
|
Balance September 30, 2020
|
11,414,150
|
$1,141
|
$302,270,242
|
$(302,270,933)
|
$(921,073)
|
$(920,623)
|
|
|
|
|
|
|
|
Foreign
currency translation adjustments
|
-
|
-
|
-
|
-
|
317,835
|
317,835
|
Net
income
|
-
|
-
|
-
|
1,323,494
|
-
|
1,323,494
|
Balance December 31, 2020
|
11,414,150
|
$1,141
|
$302,270,242
|
$(300,947,439)
|
$(603,238)
|
$720,706
|
|
Common Stock
|
Paid-in
|
Accumulated
|
Comprehensive
|
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Loss
|
Total
|
|
|
|
|
|
|
|
Balance September 30, 2019
|
11,401,650
|
$1,140
|
$302,250,556
|
$(302,152,292)
|
$(1,001,602)
|
$(902,198)
|
|
|
|
|
|
|
|
Share-based
compensation
|
-
|
-
|
19,687
|
-
|
-
|
19,687
|
Issuance
of Common stock to employees for services
|
12,500
|
1
|
(1)
|
|
|
-
|
Foreign
currency translation adjustments
|
-
|
-
|
-
|
-
|
(64,098)
|
(64,098)
|
Net
loss
|
-
|
-
|
-
|
(232,625)
|
-
|
(232,625)
|
Balance December 31, 2019
|
11,414,150
|
$1,141
|
$302,270,242
|
$(302,384,917)
|
$(1,065,700)
|
$(1,179,234)
|
|
Three Months
Ended
December 31,
|
|
|
2020
|
2019
|
Cash flows from operating activities:
|
|
|
Net
income (loss)
|
$1,323,494
|
$(232,625)
|
Adjustments
to reconcile net income (loss) to net cash provided by operating
activities:
|
|
|
Depreciation
and amortization
|
1,020,438
|
1,003,381
|
Bad
debt expense
|
(16,986)
|
109,161
|
Stock
based compensation
|
-
|
19,687
|
Loss
on monitoring equipment included in cost of revenue
|
110,123
|
134,047
|
Foreign
currency exchange gain
|
(818,626)
|
(143,308)
|
Change
in assets and liabilities:
|
|
|
Accounts
receivable, net
|
(759,838)
|
1,155,606
|
Inventories
|
4,200
|
-
|
Prepaid
expense and deposits
|
(121,864)
|
(179,203)
|
Accounts
payable
|
(379,272)
|
(9,101)
|
Accrued
liabilities
|
224,333
|
793,323
|
Net
cash provided by operating activities
|
582,002
|
2,650,968
|
|
|
|
Cash flows from investing activities:
|
|
|
Purchase
of property and equipment
|
(81,183)
|
(54,581)
|
Capitalized
software
|
(397,402)
|
(341,622)
|
Purchase
of monitoring equipment and parts
|
(1,054,807)
|
(606,225)
|
Net
cash used in investing activities
|
(1,533,392)
|
(1,002,428)
|
|
|
|
Cash flows from financing activities:
|
|
|
Principal
payments on long-term debt
|
-
|
(9,552)
|
Payment
of deferred financing costs
|
(89,286)
|
-
|
Net
cash used in financing activities
|
(89,286)
|
(9,552)
|
|
|
|
Effect of exchange rate changes on cash
|
141,019
|
(42,149)
|
|
|
|
Net increase (decrease) in cash
|
(899,657)
|
1,596,839
|
Cash, beginning of period
|
6,762,099
|
6,896,711
|
Cash, end of period
|
$5,862,442
|
$8,493,550
|
Cash
paid for interest
|
$2,629
|
$6,856
|
|
|
|
|
December 31,
|
December 31,
|
|
2020
|
2019
|
Exercisable
common stock options and warrants
|
685,259
|
685,259
|
Total
common stock equivalents
|
685,259
|
685,259
|
|
Three
months ended December 31, 2020
|
Three
months ended December 31, 2019
|
||
|
Total
Revenue
|
% of
Total
Revenue
|
Total
Revenue
|
% of
Total
Revenue
|
|
|
|
|
|
United
States
|
$6,797,758
|
72%
|
$5,567,858
|
66%
|
Latin
America
|
2,506,412
|
27%
|
2,737,593
|
33%
|
Other
|
97,735
|
1%
|
115,380
|
1%
|
Total
|
$9,401,905
|
100%
|
$8,420,831
|
100%
|
|
December 31,
2020
|
September 30,
2020
|
Finished
goods inventory
|
$124,902
|
$131,089
|
Reserve
for damaged or obsolete inventory
|
(6,392)
|
(6,483)
|
Total
inventory, net of reserves
|
$118,510
|
$124,606
|
|
December 31,
2020
|
September 30,
2020
|
Equipment,
software and tooling
|
$1,360,582
|
$1,272,635
|
Automobiles
|
5,687
|
5,156
|
Leasehold
improvements
|
1,386,831
|
1,290,708
|
Furniture
and fixtures
|
352,932
|
341,896
|
Total
property and equipment before accumulated depreciation
|
3,106,032
|
2,910,395
|
Accumulated
depreciation
|
(2,746,715)
|
(2,531,631)
|
Property
and equipment, net of accumulated depreciation
|
$359,317
|
$378,764
|
|
December 31,
2020
|
September 30,
2020
|
Monitoring
equipment
|
$8,345,234
|
$8,705,830
|
Less:
accumulated depreciation
|
(5,589,903)
|
(6,639,883)
|
Monitoring
equipment, net of accumulated depreciation
|
$2,755,331
|
$2,065,947
|
Intangible
assets:
|
December 31,
2020
|
September 30,
2020
|
Patent
& royalty agreements
|
$21,170,565
|
$21,170,565
|
Developed
technology
|
15,003,573
|
14,134,562
|
Customer
relationships
|
1,860,000
|
1,860,000
|
Trade
name
|
319,900
|
318,438
|
Website
|
78,201
|
78,201
|
Total
intangible assets
|
38,432,239
|
37,561,766
|
Accumulated
amortization
|
(17,019,421)
|
(16,390,721)
|
Intangible
assets, net of accumulated amortization
|
$21,412,818
|
$21,171,045
|
|
December 31,
|
September 30,
|
|
2020
|
2020
|
Balance
- beginning of
period
|
$8,220,380
|
$8,187,911
|
Effect
of foreign currency translation on goodwill
|
306,877
|
32,469
|
Balance
- end of period
|
$8,527,257
|
$8,220,380
|
|
December
31, 2020
|
September
30, 2020
|
||
|
Operating
lease
asset
|
Operating
lease liability
|
Operating
lease
asset
|
Operating
lease liability
|
|
|
|
|
|
Other
assets
|
$330,899
|
$-
|
$375,397
|
$-
|
Accrued
liabilities
|
-
|
221,194
|
-
|
210,910
|
Long-term
liabilities
|
-
|
109,705
|
-
|
164,487
|
|
December 31,
2020
|
December 31,
2019
|
Cash
paid for noncancelable operating leases included in operating cash
flows
|
$75,890
|
$116,411
|
|
|
|
Right of use assets
obtained in exchange for operating lease liabilities:
|
$-
|
$-
|
|
Operating
Leases
|
From January 2021
to September 2021
|
$179,871
|
From October 2021
to September 2022
|
169,122
|
From October 2022
to September 2023
|
3,612
|
Undiscounted cash
flow
|
352,605
|
Less: imputed
interest
|
(21,706)
|
Total
|
$330,899
|
Reconciliation to
lease liabilities:
|
|
Lease liabilities -
current
|
$221,194
|
Lease liabilities -
long-term
|
109,705
|
Total lease
liabilities
|
$330,899
|
|
December 31,
2020
|
September 30,
2020
|
Accrued
payroll, taxes and employee benefits
|
$1,229,245
|
$1,607,920
|
Deferred
revenue
|
99,202
|
147,921
|
Accrued
taxes - foreign and domestic
|
525,234
|
324,221
|
Accrued
other expense
|
99,095
|
117,264
|
Accrued
legal and other professional costs
|
663,547
|
725,547
|
Accrued
costs of revenue
|
396,176
|
309,470
|
Right
of use liability
|
221,194
|
210,910
|
Accrued
interest
|
12,138,909
|
11,515,375
|
Total
accrued liabilities
|
$15,372,602
|
$14,958,628
|
Twelve months ended
December 31,
|
Total
|
2021
|
$671,266
|
2022
|
261,934
|
2023
|
-
|
2024
|
30,400,000
|
Thereafter
|
-
|
Total
|
$31,333,200
|
|
Shares Under Option
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life
|
Aggregate Intrinsic Value
|
Outstanding
as of September 30, 2020
|
685,259
|
$1.56
|
1.90
years
|
$-
|
Granted
|
-
|
-
|
-
|
-
|
Expired/Cancelled
|
-
|
-
|
-
|
-
|
Exercised
|
-
|
-
|
-
|
-
|
Outstanding
as of December 31, 2020
|
685,259
|
$1.56
|
1.65
|
$-
|
Exercisable
as of December 31, 2020
|
685,259
|
$1.56
|
1.65
|
$-
|
(a)
|
Exhibits Required by Item 601 of Regulation S-K
|
Exhibit
Number
|
|
Title of Document
|
|
|
|
|
Amendment
to Facility Agreement by and between Track Group, Inc. and Conrent
Invest S.A., acting on behalf of its compartment, “Safety
2”, dated December 21, 2020,
incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K, filed December 23, 2020.
|
|
|
|
|
|
Certification
of Chief Executive Officer under Section 302 of Sarbanes-Oxley Act
of 2002 (filed herewith).
|
|
|
Certification
of Chief Financial Officer under Section 302 of Sarbanes-Oxley Act
of 2002 (filed herewith).
|
|
|
Certifications
under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350) (filed herewith).
|
|
|
|
|
101.INS
|
|
XBRL
INSTANCE DOCUMENT
|
101.SCH
|
|
XBRL
TAXONOMY EXTENSION SCHEMA
|
101.CAL
|
|
XBRL
TAXONOMY EXTENSION CALCULATION LINKBASE
|
101.DEF
|
|
XBRL
TAXONOMY EXTENSION DEFINITION LINKBASE
|
101.LAB
|
|
XBRL
TAXONOMY EXTENSION LABEL LINKBASE
|
101.PRE
|
|
XBRL
TAXONOMY EXTENSION PRESENTATION LINKBASE
|
|
Track Group, Inc.
|
||
|
|
|
|
Date: February 10, 2021
|
By:
|
/s/
Derek Cassell
|
|
|
|
Derek Cassell, Chief Executive Officer
Principal Executive Officer
|
|
|
|
|
|
Date: February 10, 2021
|
By:
|
/s/
Peter K. Poli
|
|
|
|
Peter K. Poli, Chief Financial Officer
(Principal Accounting Officer)
|
1 Year Track (QB) Chart |
1 Month Track (QB) Chart |
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