UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended DecemberMarch 31, 2017
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission file number: 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) | (I.R.S. Employer Identification Number) |
200 E. 5th Avenue Suite 100, Naperville, IL 60563
(Address of principal executive offices) (Zip Code)
(877) 260-2010
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]☒ No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]☒ No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
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.
☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]☐ No [X]
The number of shares outstanding of the registrant’s common stock as of FebruaryMay 1, 20182023 was 10,462,433.11,863,758.
Group, Inc.
FORM 10-Q
For the Quarterly Period Ended DecemberMarch 31, 2017
PART I. FIFINANCIAL INFORMATION
NANCIAL INFORMATION
TRACK GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) | ||||||||
March 31, | September 30, | |||||||
| 2023 | 2022 | ||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 4,014,530 | $ | 5,311,104 | ||||
Accounts receivable, net of allowance for doubtful accounts of $197,748 and $102,570, respectively | 5,490,432 | 6,236,555 | ||||||
Prepaid expense and deposits | 509,431 | 769,006 | ||||||
Inventory, net of reserves of $0 and $0, respectively | 991,754 | 1,053,245 | ||||||
Other current assets | - | 284,426 | ||||||
Total current assets | 11,006,147 | 13,654,336 | ||||||
Property and equipment, net of accumulated depreciation of $1,893,809 and $1,829,588, respectively | 147,391 | 170,329 | ||||||
Monitoring equipment, net of accumulated depreciation of $6,400,702 and $5,950,639, respectively | 5,703,446 | 3,624,101 | ||||||
Intangible assets, net of accumulated amortization of $16,141,503 and $14,804,269, respectively | 14,889,905 | 15,661,417 | ||||||
Goodwill | 8,032,723 | 8,061,002 | ||||||
Other assets | 3,056,248 | 3,509,655 | ||||||
Total assets | $ | 42,835,860 | $ | 44,680,840 | ||||
Liabilities and Stockholders’ Equity (Deficit) | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 2,218,609 | $ | 2,858,915 | ||||
Accrued liabilities | 3,013,254 | 3,042,443 | ||||||
Current portion of long-term debt | 545,865 | 456,681 | ||||||
Total current liabilities | 5,777,728 | 6,358,039 | ||||||
Long-term debt, net of current portion | 42,873,560 | 42,979,243 | ||||||
Long-term liabilities | 329,133 | 398,285 | ||||||
Total liabilities | 48,980,421 | 49,735,567 | ||||||
Commitments and contingencies (Note 23) | ||||||||
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 | 302,550,802 | 302,437,593 | ||||||
Accumulated deficit | (307,667,763 | ) | (306,218,889 | ) | ||||
Accumulated other comprehensive loss | (1,028,786 | ) | (1,274,617 | ) | ||||
Total equity (deficit) | (6,144,561 | ) | (5,054,727 | ) | ||||
Total liabilities and stockholders’ equity (deficit) | $ | 42,835,860 | $ | 44,680,840 |
Assets | December 31, 2017 (unaudited) | September 30, 2017 |
Current assets: | ||
Cash | $1,755,437 | $2,027,321 |
Accounts receivable, net of allowance for doubtful accounts of $3,432,985 and $3,268,095, respectively | 5,526,000 | 5,438,564 |
Note receivable, current portion | 234,733 | 234,733 |
Prepaid expenses and other | 4,219,135 | 854,122 |
Inventory, net of reserves of $26,934, respectively | 172,347 | 261,810 |
Total current assets | 11,907,652 | 8,816,550 |
Property and equipment, net of accumulated depreciation of $1,862,347 and $1,778,634, respectively | 883,039 | 903,100 |
Monitoring equipment, net of accumulated amortization of $4,767,061 and $4,906,925, respectively | 3,460,685 | 3,493,012 |
Intangible assets, net of accumulated amortization of $10,444,569 and $9,839,032, respectively | 24,410,468 | 24,718,655 |
Goodwill | 8,275,308 | 8,226,714 |
Other assets | 785,195 | 2,989,101 |
Total assets | $49,722,347 | $49,147,132 |
Liabilities and Stockholders’ Equity | ||
Current liabilities: | ||
Accounts payable | 2,529,632 | 2,769,835 |
Accrued liabilities | 8,021,419 | 6,650,291 |
Current portion of long-term debt, net of discount of $130,067 and $185,811, respectively | 30,322,191 | 30,270,531 |
Total current liabilities | 40,873,242 | 39,690,657 |
Long-term debt, net of current portion | 3,466,468 | 3,480,717 |
Total liabilities | 44,339,710 | 43,171,374 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value: 30,000,000 shares authorized; 10,462,433 and 10,480,984 shares outstanding, respectively | 1,046 | 1,048 |
Additional paid-in capital | 300,978,608 | 300,717,861 |
Accumulated deficit | (295,109,920) | (294,067,329) |
Accumulated other comprehensive loss | (487,097) | (675,822) |
Total equity | 5,382,637 | 5,975,758 |
Total liabilities and stockholders’ equity | $49,722,347 | $49,147,132 |
The accompanying notes are an integral part of these condensed consolidated statements.
TRACK GROUP, INC. AND SUBSIDIARIES
SUBSIDIARIES
AND COMPREHENSIVE LOSSINCOME (LOSS)
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
March 31, | March 31, | March 31, | March 31, | |||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenue: | ||||||||||||||||
Monitoring and other related services | $ | 8,179,025 | $ | 8,842,486 | $ | 16,468,807 | $ | 18,312,215 | ||||||||
Product sales and other | 129,021 | 641,633 | 694,930 | 767,560 | ||||||||||||
Total revenue | 8,308,046 | 9,484,119 | 17,163,737 | 19,079,775 | ||||||||||||
Cost of revenue: | ||||||||||||||||
Monitoring, products and other related services | 3,721,527 | 4,152,219 | 7,623,521 | 8,083,797 | ||||||||||||
Depreciation and amortization included in cost of revenue | 843,714 | 792,915 | 1,616,733 | 1,656,764 | ||||||||||||
Total cost of revenue | 4,565,241 | 4,945,134 | 9,240,254 | 9,740,561 | ||||||||||||
Gross profit | 3,742,805 | 4,538,985 | 7,923,483 | 9,339,214 | ||||||||||||
Operating expense: | ||||||||||||||||
General & administrative | 2,869,799 | 2,770,657 | 5,624,320 | 5,269,016 | ||||||||||||
Selling & marketing | 768,871 | 720,709 | 1,498,341 | 1,418,581 | ||||||||||||
Research & development | 706,772 | 625,477 | 1,296,577 | 1,216,329 | ||||||||||||
Depreciation & amortization | 247,574 | 414,771 | 495,283 | 831,572 | ||||||||||||
Total operating expense | 4,593,016 | 4,531,614 | 8,914,521 | 8,735,498 | ||||||||||||
Operating income (loss) | (850,211 | ) | 7,371 | (991,038 | ) | 603,716 | ||||||||||
Other income (expense): | ||||||||||||||||
Interest expense, net | (400,976 | ) | (458,176 | ) | (820,526 | ) | (939,736 | ) | ||||||||
Currency exchange rate gain | 71,792 | 396,369 | 554,943 | 290,091 | ||||||||||||
Other income, net | - | 633,471 | - | 633,471 | ||||||||||||
Total other income (expense) | (329,184 | ) | 571,664 | (265,583 | ) | (16,174 | ) | |||||||||
Income (loss) before income tax | (1,179,395 | ) | 579,035 | (1,256,621 | ) | 587,542 | ||||||||||
Income tax expense | 305,863 | 126,794 | 192,253 | 440,623 | ||||||||||||
Net income (loss) attributable to common shareholders | (1,485,258 | ) | 452,241 | (1,448,874 | ) | 146,919 | ||||||||||
Foreign currency translation adjustments | 93,585 | 20,085 | 245,831 | (2,773 | ) | |||||||||||
Comprehensive income (loss) | $ | (1,391,673 | ) | $ | 472,326 | $ | (1,203,043 | ) | $ | 144,146 | ||||||
Net income (loss) per share – basic: | ||||||||||||||||
Net income (loss) per share | $ | (0.13 | ) | $ | 0.04 | $ | (0.12 | ) | $ | 0.01 | ||||||
Weighted average shares outstanding | 11,863,758 | 11,541,452 | 11,863,758 | 11,533,296 | ||||||||||||
Net income (loss) per share – diluted: | ||||||||||||||||
Net income (loss) per share | $ | (0.13 | ) | $ | 0.04 | $ | (0.12 | ) | $ | 0.01 | ||||||
Weighted average shares outstanding | 11,863,758 | 11,955,969 | 11,863,758 | 11,961,407 |
Three Months Ended December 31, | ||
2017 | 2016 | |
Revenues: | ||
Monitoring services | $7,350,805 | $7,265,013 |
Other | 139,889 | 406,477 |
Total revenues | 7,490,694 | 7,671,490 |
Cost of revenues: | ||
Monitoring, products and other related services | 2,542,007 | 3,607,276 |
Depreciation & amortization included in cost of revenues | 477,142 | 445,493 |
Impairment of monitoring equipment and parts | - | 74,787 |
Total cost of revenues | 3,019,149 | 4,127,556 |
Gross profit | 4,471,545 | 3,543,934 |
Operating expenses: | ||
General & administrative | 3,657,738 | 3,175,054 |
Restructuring costs | - | 566,330 |
Selling & marketing | 409,737 | 589,768 |
Research & development | 163,946 | 488,178 |
Depreciation & amortization | 564,740 | 575,111 |
Total operating expenses | 4,796,161 | 5,394,441 |
Loss from operations | (324,616) | (1,850,507) |
Other income (expense): | ||
Interest expense, net | (673,827) | (647,103) |
Currency exchange rate loss | (55,072) | (116,442) |
Other income/expense, net | 10,924 | 293 |
Total other income (expense) | (717,975) | (763,252) |
Net loss attributable to common shareholders | (1,042,591) | (2,613,759) |
Foreign currency translation adjustments | 188,725 | (493,572) |
Comprehensive loss | $(853,866) | $(3,107,331) |
Net loss per common share, basic and diluted | $(0.10) | $(0.25) |
Weighted average common shares outstanding, basic and diluted | 10,476,346 | 10,333,516 |
The accompanying notes are an integral part of these condensed consolidated statements.
TRACK GROUP, INC. AND SUBSIDISUBSIDIARIES
ARIES
(Unaudited)
Common Stock | Paid-in | Accumulated | Comprehensive | |||||||||||||||||||||
Shares | Amount | Capital | Deficit | Income (Loss) | Total | |||||||||||||||||||
Balance September 30, 2022 | 11,863,758 | $ | 1,186 | $ | 302,437,593 | $ | (306,218,889 | ) | $ | (1,274,617 | ) | $ | (5,054,727 | ) | ||||||||||
Stock-based compensation | 61,750 | 61,750 | ||||||||||||||||||||||
Foreign currency translation adjustments | 152,246 | 152,246 | ||||||||||||||||||||||
Net income | 36,384 | 36,384 | ||||||||||||||||||||||
Balance December 31, 2022 | 11,863,758 | $ | 1,186 | $ | 302,499,343 | $ | (306,182,505 | ) | $ | (1,122,371 | ) | $ | (4,804,347 | ) | ||||||||||
Stock-based compensation | 51,459 | 51,459 | ||||||||||||||||||||||
Foreign currency translation adjustments | 93,585 | 93,585 | ||||||||||||||||||||||
Net loss | (1,485,258 | ) | (1,485,258 | ) | ||||||||||||||||||||
Balance March 31, 2023 | 11,863,758 | $ | 1,186 | $ | 302,550,802 | $ | (307,667,763 | ) | $ | (1,028,786 | ) | $ | (6,144,561 | ) |
Common Stock | Paid-in | Accumulated | Comprehensive | |||||||||||||||||||||
Shares | Amount | Capital | Deficit | Income (Loss) | Total | |||||||||||||||||||
Balance September 30, 2021 | 11,524,978 | $ | 1,152 | $ | 302,250,954 | $ | (298,828,527 | ) | $ | (1,054,349 | ) | $ | 2,369,230 | |||||||||||
Issuance of Common Stock for options/warrants exercised | 16,474 | 2 | (2 | ) | - | - | - | |||||||||||||||||
Cash received for options/warrants exercised | - | - | 10,570 | - | - | 10,570 | ||||||||||||||||||
Tax withheld on issuance of Common Stock | - | - | (3,076 | ) | - | - | (3,076 | ) | ||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | (22,858 | ) | (22,858 | ) | ||||||||||||||||
Net loss | - | - | - | (305,322 | ) | - | (305,322 | ) | ||||||||||||||||
Balance December 31, 2021 | 11,541,452 | $ | 1,154 | $ | 302,258,446 | $ | (299,133,849 | ) | $ | (1,077,207 | ) | $ | 2,048,544 | |||||||||||
Foreign currency translation adjustments | - | - | - | - | 20,085 | 20,085 | ||||||||||||||||||
Net income | - | - | - | 452,241 | - | 452,241 | ||||||||||||||||||
Balance March 31, 2022 | 11,541,452 | $ | 1,154 | $ | 302,258,446 | $ | (298,681,608 | ) | $ | (1,057,122 | ) | $ | 2,520,870 |
Three Months Ended December 31, | ||
2017 | 2016 | |
Cash flows from operating activities: | ||
Net loss | $(1,042,591) | $(2,613,759) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,041,882 | 1,020,604 |
Impairment of monitoring equipment and parts | - | 74,787 |
Bad debt expense | 186,910 | 359,551 |
Accretion of debt discount | 55,744 | 55,743 |
Stock based compensation | 787,590 | 225,374 |
Loss on monitoring equipment included in cost of sales | 95,817 | - |
Other | (36,454) | - |
Change in assets and liabilities: | ||
Accounts receivable, net | (354,633) | 660,834 |
Inventories | 69,836 | 57,700 |
Prepaid expenses and other assets | (1,009,813) | 149,428 |
Accounts payable | (238,490) | 684,987 |
Accrued expenses | 772,412 | 1,461,547 |
Net cash provided by operating activities | 328,210 | 2,136,796 |
Cash flow from investing activities: | ||
Purchase of property and equipment | (28,685) | (12,762) |
Capitalized software | (254,899) | (570,093) |
Purchase of monitoring equipment and parts | (311,142) | (818,600) |
Net cash used in investing activities | (594,726) | (1,401,455) |
Cash flow from financing activities: | ||
Principal payments on notes payable | (17,289) | (17,266) |
Net cash used in financing activities | (17,289) | (17,266) |
Effect of exchange rate changes on cash | 11,921 | (1,606) |
Net increase (decrease) in cash | (271,884) | 716,469 |
Cash, beginning of period | 2,027,321 | 1,769,921 |
Cash, end of period | $1,755,437 | $2,486,390 |
Cash paid for interest | $10,708 | $4,587 |
Supplemental schedule of non-cash investing and financing activities: | ||
Non-cash transfer of inventory to monitoring equipment | $81,893 | $62,193 |
The accompanying notes are an integral part of these condensed consolidated statements.
TRACK GROUP,GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
Cash flows provided by operating activities: | ||||||||
Net income (loss) | $ | (1,448,874 | ) | $ | 146,919 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 2,112,016 | 2,488,336 | ||||||
Bad debt expense (recovery) | 88,536 | (11,506 | ) | |||||
Loss on monitoring equipment included in cost of revenue | 210,257 | 185,484 | ||||||
Amortization of debt issuance costs | 85,001 | 70,742 | ||||||
Amortization of monitoring center assets included in cost of revenue | 280,502 | 224,191 | ||||||
Stock based compensation | 113,209 | - | ||||||
Income on forgiveness of accrued vendor expenses | - | (633,471 | ) | |||||
Foreign currency exchange gain | (554,943 | ) | (290,091 | ) | ||||
Change in assets and liabilities: | ||||||||
Accounts receivable, net | 746,123 | 746,130 | ||||||
Inventories | 61,491 | 109,934 | ||||||
Prepaid expense, deposits, deferred tax assets and other assets | 1,109,230 | (173,884 | ) | |||||
Accounts payable | (640,306 | ) | (1,117,465 | ) | ||||
Accrued liabilities | (29,189 | ) | (481,969 | ) | ||||
Net cash provided by operating activities | 2,133,053 | 1,263,350 | ||||||
Cash flow used in investing activities: | ||||||||
Purchase of property and equipment | (20,809 | ) | (52,970 | ) | ||||
Capitalized software | (430,691 | ) | (310,525 | ) | ||||
Purchase of monitoring equipment and parts | (3,096,822 | ) | (1,995,641 | ) | ||||
Net cash used in investing activities | (3,548,322 | ) | (2,359,136 | ) | ||||
Cash flow used in financing activities: | ||||||||
Principal payments on long-term debt | (276,666 | ) | (256,636 | ) | ||||
Tax withholdings related to net share settlement of equity-based awards | - | (3,076 | ) | |||||
Proceeds from exercise of stock options | - | 10,570 | ||||||
Net cash used in financing activities | (276,666 | ) | (249,142 | ) | ||||
Effect of exchange rate changes on cash | 395,361 | 41,934 | ||||||
Net decrease in cash | (1,296,574 | ) | (1,302,994 | ) | ||||
Cash, beginning of period | 5,311,104 | 8,421,162 | ||||||
Cash, end of period | $ | 4,014,530 | $ | 7,118,168 | ||||
Cash paid for interest | $ | 934,772 | $ | 952,708 | ||||
Cash paid for taxes | $ | 442,092 | $ | 320,545 |
The accompanying notes are an integral part of these condensed consolidated statements.
TRACK GROUP, INC. AND SUBSIDIARIES
(Unaudited)
(1) BASIS OF PRESENTATION
The unaudited interim condensed consolidated financial information of Track Group, Inc. and subsidiaries (collectively, the “
Company” or “Track Group”) has been prepared in accordance with the Instructions to FormAs of DecemberMarch 31, 2017 2023 and 2016 September 30, 2022, the Company had an accumulated deficit of $295,109,920$307,667,763 and $291,955,262,$306,218,889, respectively. The Company incurred ahad net loss of $1,042,592($1,448,874) and $2,613,759net income of $146,919 for the threesix months ended DecemberMarch 31, 2017 2023 and 2016,2022, respectively. The Company may continuehas $42,864,000 of debt maturing in July 2024. On April 27, 2023 the Company announced a three year extension of its $42.9 million debt to incur losses and require additional financial resources.July 1, 2027 (See Note 19). The Company also has debtsix notes payable maturing inbetween January 2, 2024 and February 17, 2025 related to the next 12 months.construction of two monitoring centers related to a new contract, with outstanding balances due for the six notes totaling $691,775, net of deferred financing fees at March 31, 2023 (See Note 19). The Company’s successful development and transitionability to attainingreturn to profitable operations is dependent upon achievinggenerating a level of revenuesrevenue adequate to support its cost structure.structure, which it achieved on an operating basis in the fiscal year ended September 30, 2021 and was close to achieving in the fiscal year ended September 30, 2022, excluding the approximate $1.7 million asset impairment. Management has evaluated the significance of these negative conditions, as well as, the recent change in the maturity date and has determined that the Company can meet its operating obligations for a reasonable period of time. The Company expects to fund operations using cash on hand and through operational cash flows and the restructuring of its existing debt agreement. Management of the Company believes that the availability of financing from these sources is adequate to fund operations through the upcoming twelve months.
(2) PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts of Track Group, Inc. and its subsidiaries.active subsidiaries, Track Group Analytics Limited, Track Group Americas, Inc., Track Group International LTD., and Track Group - Chile SpA. All significant inter-company transactions have been eliminated in consolidation.
(3) RECENT ACCOUNTING STANDARDS
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“
FASB”) or other standard setting bodies, which are adopted by the Company as of the specified effective date.Recently Issued Accounting Standards
In January 2017, there were no new accounting pronouncements that had a material impact on the Company’s consolidated financial statements.
In AugustJune 2016, the FASB issued ASU 2016-15 2016- Statement13, “Measurement of Cash Flows (Topic 230) classification of certain cash receipts and cash paymentsCredit Losses on Financial Instruments” (“ASU 2016-03”). ASU 2016-13 adds a current expected credit loss (“CECL”) impairment model to conform the presentation in the statement of cash flows for certain transactions, including cash distributions from equity method investments, among others. TheGAAP that is based on expected losses rather than incurred losses. Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the new standard is requiredbeginning of the period of adoption. ASU 2016-13 became effective for fiscal years beginning after December 15, 2019, excluding smaller reporting entities, which will be effective for fiscal years beginning after December 15, 2022. The Company will adopt ASU 2016-13 in 2019. Managementfiscal year 2024. The Company does not anticipate that this adoption will expect the application of the CECL impairment model to have a significant impact on its consolidated financial position, results of operations, or cash flows.
(4) and requires entities to recognize revenue is a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period and is to be applied retrospectively, with early application not permitted. The Company has evaluated the new standard and anticipates a change in the reporting of revenue as enhanced disclosures will be required. The Company does not anticipate a significant impact on our financial statements due to the nature of our revenue streams and our revenue recognition policy.
Three months ended December 31, 2016 Previously Reported | Net Change | Three months ended December 31, 2016 (Revised) | |
Cost of revenues: | |||
Monitoring, products & other related services | $2,933,622 | $673,654 | $3,607,276 |
General & administrative expenses | 3,768,099 | (593,045) | 3,175,054 |
Selling & marketing | 627,749 | (37,981) | 589,768 |
Research & development | 530,806 | (42,628) | 488,178 |
The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the book value of an asset may not be recoverable and in the case of goodwill, at least annually. The Company evaluates whether events and circumstances have occurred which indicate possible impairment as of each balance sheet date. If the carrying amount of an asset exceeds its fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the estimated fair value of the asset. Impairment of long-lived assets is assessed at the lowest levels for which there is an identifiable fair value that is independent of other groups of assets. The Company recorded $0 and $74,787 of impairment expenses related to monitoring equipment for the three months ended December 31, 2017 and 2016, respectively.
(5) BUSINESS COMBINATIONS
The Company accounts for its business acquisitions under the acquisition method of accounting as indicated in Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”), which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed and any non-controlling interest in the acquiree, and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on fair value estimates as of the date of acquisition. In accordance with ASC 805, the Company recognizes and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired.
Acquired Assets and Assumed Liabilities
Pursuant to ASC No. 805-10-25,805-10-25, if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, but during the allowed measurement period not to exceed one year from the acquisition date, the Company retrospectively adjusts the provisional amounts recognized at the acquisition date, by means of adjusting the amount recognized for goodwill.
Contingent Consideration
In certain acquisitions, the Company has agreed to pay additional amounts to sellersthe seller contingent upon achievement by the acquired businesses of certain future goals, which may include revenue milestones, new customer accounts and earnings targets. The Company records contingent consideration based on its estimated fair value as of the date of the acquisition. The Company evaluates and adjusts the value of contingent consideration, if necessary, at each reporting period based on the progress toward and likely achievement of certain targets on which issuance of the contingent consideration is based. Any differences between the acquisition-date fair value and the changes in fair value of the contingent consideration subsequent to the acquisition date are recognized in current period earnings until the arrangement is settled. If there is uncertainty surrounding the value of contingent consideration, then the Company’s policy is to wait until the end of the measurement period before making an adjustment.
(6) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes net income (loss) as currently reported under U.S. GAAP and other comprehensive income (loss). Other comprehensive income (loss) considers the effects of additional economic events, such as foreign currency translation adjustments, that are not required to be recorded in determining net income (loss), but rather are reported as a separate component of stockholders’ equity. The Chilean Peso, New Israeli Shekel and the Canadian Dollar are used as functional currencies of the following operating subsidiaries: (i) Track Group Chile SpA; (ii) Track Group International Ltd.; and (iii) Track Group Analytics Limited, respectively. The balance sheets of all subsidiaries have been converted into United States Dollars (USD) at the prevailing exchange rate at DecemberMarch 31, 2017.2023.
(7) NET INCOME (LOSS) PER COMMON SHARE
Basic net income (loss) per common share (“
Basic EPS”) is computed by dividing net income (loss) available to commonDiluted net income (loss) per common share (“
Diluted EPS”) is computed by dividing net income (loss) attributable to commonCommon share equivalents consist of shares issuable upon the exercise of options to purchase shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”) (“options”) and warrants.warrants to purchase Common Stock (“warrants”). As of DecemberMarch 31, 2017 2023 and 2016,2022, there were 570,467103,911 and 526,90115,000 of outstanding common share equivalents respectively, that were not included in the computation of Diluted EPS for the threesix months ended DecemberMarch 31, 2017 2023 and 2016,2022, respectively, as their effect would be anti-dilutive.
At March 31, 2023 all stock options and warrants had exercise prices that were above the market price of $0.42, and have been excluded from the diluted earnings per share calculations. At March 31, 2022, 394,373 stock options and warrants had exercise prices that were below the market price of $1.50, and were included in the basic and diluted earnings per share calculations.
The common stock equivalents outstanding as of DecemberMarch 31, 2017 2023 and 20162022 consisted of the following:
March 31, | March 31, | |||||||
2023 | 2022 | |||||||
Issuable common stock options and warrants | 103,911 | 409,373 | ||||||
Total common stock equivalents | 103,911 | 409,373 |
December 31, | December 31, | |
2017 | 2016 | |
Exercisable common stock options and warrants | 570,467 | 526,901 |
Total common stock equivalents | 570,467 | 526,901 |
(8) REVENUE RECOGNITION
Monitoring and Other Related Services. Monitoring services include two components: (i) lease contracts pursuant to which the Company provides monitoring services and lease devices to distributors or end users and the Company retains ownership of the leased device; and (ii) monitoring services purchased by distributors or end users who have previously purchased monitoring devices and opt to use the Company’s monitoring services. Sales of devices and leased GPS devices are required to use the Company’s monitoring service and both the GPS leased devices and monitoring services are accounted for as a single performance obligation. Monitoring revenue is recognized ratably over time, as the customer simultaneously receives and consumes the benefit of these services as they are performed. Payment due or received from the customers prior to rendering the associated services are recorded as deferred revenue.
The carrying amounts reportedbalance of accounts receivables at March 31, 2023 of $5,490,432 includes an unbilled balance of $550,887 and the balance of accounts receivable at September 30, 2022 of $6,236,555 included an unbilled balance of $777,514. The balance of accounts receivable at September 30, 2021 of $7,163,615 included an unbilled balance of $420,697. The balances of the deferred revenue at March 31, 2023, September 30, 2022 and September 30, 2021 are $1,292, $3,299, and $22,500, respectively and were included in accrued liabilities on the Condensed Consolidated Balance Sheets. The Company recognized $718 and $3,730, respectively, of deferred revenue in the balance sheets for prepaid expensesthree and other current assets approximatesix months ended March 31, 2023 and $92,015 and $99,515, respectively, of deferred revenue in the three and six months ended March 31, 2022.
Product Sales and Other. The Company sells devices and replacement parts to customers under certain contracts, as well as law enforcement software licenses and maintenance, and analytical software. Revenue from the sale of devices and parts is recognized upon their fair market valuetransfer of control to the customer, which is generally upon delivery. Delivery is considered complete at either the time of shipment or arrival at destination, based on the short-term maturityagreed upon terms within the contract. Payment terms are generally 30 days from invoice date.
Multiple Element Arrangements. The majority of our revenue transactions do not have multiple elements. However, on occasion, the Company may enter into revenue transactions that have multiple elements. These may include different combinations of products or services that are included in a single billable rate. These products or services are delivered over time as the customer utilizes our services. In cases where obligations in a contract are distinct and thus require separation into multiple performance obligations, revenue recognition guidance requires that contract consideration be allocated to each distinct performance obligation based on its relative standalone selling price. The value allocated to each performance obligation is then recognized as revenue when the revenue recognition criteria for each distinct promise or bundle of promises has been met.
The standalone selling price for each performance obligation is an amount that depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the good or service. When there is only one performance obligation associated with a contract, the entire sale value is attributed to that obligation. When a contract contains multiple performance obligations the transaction value is first allocated using the observable price, which is generally a list price net of applicable discount, or the price used to sell in similar circumstances. In circumstances when a selling price is not directly observable, the Company will estimate the standalone selling price using information available to us.
The following table presents the Company’s revenue by geography, based on management’s assessment of available data:
Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | |||||||||||||||
Total Revenue | % of Total Revenue | Total Revenue | % of Total Revenue | |||||||||||||
United States | 5,929,880 | 71% |
| $ | 6,545,066 | 69% |
| |||||||||
Latin America | 2,304,192 | 28% |
| 2,275,193 | 24% |
| ||||||||||
Other | 73,974 | 1% |
| 663,860 | 7% |
| ||||||||||
Total | $ | 8,308,046 | 100% |
| $ | 9,484,119 | 100% |
|
Six Months Ended March 31, 2023 | Six Months Ended March 31, 2022 | |||||||||||||||
Total Revenue | % of Total Revenue | Total Revenue | % of Total Revenue | |||||||||||||
United States | 12,032,230 | 70% |
| $ | 13,452,326 | 71% |
| |||||||||
Latin America | 4,586,564 | 27% |
| 4,826,915 | 25% |
| ||||||||||
Other | 544,943 | 3% |
| 800,534 | 4% |
| ||||||||||
Total | $ | 17,163,737 | 100% |
| $ | 19,079,775 | 100% |
|
The above table includes total revenue for the Company, of which monitoring and other related services is the majority (approximately 98% and 96% for the three and six months ended March 31, 2023, respectively, and approximately 93% and 96% for the three and six months ended March 31, 2022, respectively) of the Company’s revenue. Latin America includes the Bahamas, Chile, Puerto Rico, Panama and the U.S. Virgin Islands, and other includes Canada and Saudi Arabia.
(9) PREPAID EXPENSE AND DEPOSITS
As of DecemberMarch 31, 2017, 2023, and September 30, 2017, 2022, the outstanding balance of prepaid expense and other expensesdeposits was $4,219,135$509,431 and $854,122,$769,006, respectively. The $4,219,135 as of December 31, 2017 isThese balances are comprised largely of performance bond deposits, tax deposits, vendor deposits and other prepaid supplier expenses. The increase in prepaid and other expenses at December 31, 2017 was primarily due to a cash collateralized performance bond for an international customer of $2,860,358, which is scheduled to be repaid in the third fiscal quarter and has been re-classified as a short-term asset in the three-month period ended December 31, 2017, as well as increases in prepaid taxes, vendor deposits and insurance.
(10) INVENTORY
Inventory is valued at the lower of the cost or net realizable value. Cost is determined using the first-in, first-in/first-out (“
Inventory primarily consists of finished goods that are to be shipped to customerscompleted circuit boards and other parts used for minor repairs of ReliAlert
March 31, 2023 | September 30, 2022 | |||||||
Monitoring equipment component boards inventory | $ | 991,754 | $ | 1,053,245 | ||||
Reserve for damaged or obsolete inventory | - | - | ||||||
Total inventory, net of reserves | $ | 991,754 | $ | 1,053,245 |
The Company uses a third-party fulfillment service provider. As a result of this service, the Company’s employees do not actively assemble new products or repair a significant amount of monitoring equipment shipped directly from suppliers. Purchases of monitoring equipment are recognized directly. Management believes this process reduces maintenance and fulfillment costs associated with inventory and monitoring equipment.
December 31, | September 30, | |
2017 | 2017 | |
Finished goods inventory | $199,281 | $288,744 |
Reserve for damaged or obsolete inventory | (26,934) | (26,934) |
Total inventory, net of reserves | $172,347 | $261,810 |
(11) PROPERTY AND EQUIPMENT
Property and equipment at Decemberconsisted of the following as of March 31, 2017 2023 and September 30, 2017, respectively:
December 31, 2017 | September 30, 2017 | |
Equipment, software and tooling | $1,045,090 | $1,028,081 |
Automobiles | 40,048 | 52,230 |
Leasehold improvements | 1,351,025 | 1,307,802 |
Furniture and fixtures | 309,223 | 293,621 |
Total property and equipment before accumulated depreciation | 2,745,386 | 2,681,734 |
Accumulated depreciation | (1,862,347) | (1,778,634) |
Property and equipment, net of accumulated depreciation | $883,039 | $903,100 |
March 31, 2023 | September 30, 2022 | |||||||
Equipment, software and tooling | $ | 1,429,892 | $ | 1,399,288 | ||||
Automobiles | 5,125 | 4,187 | ||||||
Leasehold improvements | 385,857 | 380,586 | ||||||
Furniture and fixtures | 220,326 | 215,856 | ||||||
Total property and equipment before accumulated depreciation | 2,041,200 | 1,999,917 | ||||||
Accumulated depreciation | (1,893,809 | ) | (1,829,588 | ) | ||||
Property and equipment, net of accumulated depreciation | $ | 147,391 | $ | 170,329 |
Property and equipment depreciation expense for the three months ended DecemberMarch 31, 2017 2023 and 20162022 was $114,417$23,455 and $50,291,$36,603, respectively.
(12) MONITORING EQUIPMENT
The Company leases monitoring equipment to agencies for offender tracking under contractual service agreements. The monitoring equipment is amortized using the straight-line method over an estimated useful life of one to between three and five years. Monitoring equipment as of DecemberMarch 31, 2017 2023 and September 30, 2017 2022 was as follows:
December 31, 2017 | September 30, 2017 | |
Monitoring equipment | $8,227,746 | $8,399,937 |
Less: accumulated amortization | (4,767,061) | (4,906,925) |
Monitoring equipment, net of accumulated depreciation | $3,460,685 | $3,493,012 |
March 31, 2023 | September 30, 2022 | |||||||
Monitoring equipment | $ | 12,104,148 | $ | 9,574,740 | ||||
Less: accumulated depreciation | (6,400,702 | ) | (5,950,639 | ) | ||||
Monitoring equipment, net of accumulated depreciation | $ | 5,703,446 | $ | 3,624,101 |
Depreciation of monitoring equipment for the three months ended DecemberMarch 31, 2017 2023 and 20162022 was $353,027$411,510 and $332,993,$324,628, respectively. These expenses wereDepreciation of monitoring equipment for the six months ended March 31, 2023 and 2022 was $753,578 and $718,409, respectively. Depreciation expense for monitoring devices is recognized in cost of revenues.
(13) INTANGIBLE ASSETS
The following table summarizes intangible assets at DecemberMarch 31, 2017 2023 and September 30, 2017, 2022, respectively:
December 31, 2017 | September 30, 2017 | |
Other intangible assets: | ||
Patent & royalty agreements | 21,170,565 | 21,170,565 |
Developed technology | 11,410,921 | 11,116,738 |
Customer relationships | 1,860,000 | 1,860,000 |
Trade name | 335,350 | 332,183 |
Website | 78,201 | 78,201 |
Total intangible assets | 34,855,037 | 34,557,687 |
Accumulated amortization | (10,444,569) | (9,839,032) |
Intangible assets, net | $24,410,468 | $24,718,655 |
March 31, 2023 | September 30, 2022 | |||||||||||||||||||||||
Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||
Patent & royalty agreements | $ | 21,120,565 | $ | (13,692,948 | ) | $ | 7,427,617 | $ | 21,120,565 | $ | (13,027,465 | ) | $ | 8,093,100 | ||||||||||
Developed technology | 9,771,283 | (2,313,176 | ) | 7,458,107 | 9,206,006 | (1,649,563 | ) | 7,556,443 | ||||||||||||||||
Trade name | 139,560 | (135,379 | ) | 4,181 | 139,115 | (127,241 | ) | 11,874 | ||||||||||||||||
Total intangible assets | $ | 31,031,408 | $ | (16,141,503 | ) | $ | 14,889,905 | $ | 30,465,686 | $ | (14,804,269 | ) | $ | 15,661,417 |
The intangible assets summarized above were purchased or developed on various dates from January 2010 July 2011 through December 2017. The assets have useful lives ranging from three to twenty years. March 31, 2023. Amortization expense for the three months ended DecemberMarch 31, 2017 2023 and 20162022 was $574,438$656,323 and $637,320,$846,455, respectively.
(14) GOODWILL
The following table summarizes the activity of goodwill at DecemberMarch 31, 2017:
March 31, 2023 | September 30, 2022 | |||||||||||||||||||||||
Beginning of the Year Gross | Effect of foreign currency translation on Goodwill | End of the Year Gross | Beginning of the Year Gross | Effect of foreign currency translation on Goodwill | End of the Year Gross | |||||||||||||||||||
Goodwill Balance | $ | 8,061,002 | $ | (28,279 | ) | $ | 8,032,723 | $ | 8,519,998 | $ | (458,996 | ) | $ | 8,061,002 |
Goodwill is recognized in connection with acquisition transactions in accordance with ASC 805. The Company performs an impairment test for goodwill annually or more frequently if indicators of potential impairment exist. No impairment of goodwill was recognized through DecemberMarch 31, 2017.
(15) OTHER ASSETS
As of DecemberMarch 31, 2017 2023 and September 30, 2017, 2022, the outstanding balance of other assets was $785,195$3,056,248 and $2,989,101,$3,509,655, respectively. AOther assets at March 31, 2023 are comprised largely of cash collateralizedused as collateral for Performance Bonds as well as contractually required monitoring center and other equipment, right of use assets, lease deposits and other long-term assets. The Company anticipates these performance bondbonds will be reimbursed to the Company upon completion of its contracts with the customer. See Note 23.
The Company was contractually obligated to construct and equip two monitoring centers for an international customer, as well as supply equipment for the customer’s satellite locations, which are owned by the customer since construction was completed. The Santiago and Puerto Montt monitoring centers amortization is expectedrecorded in Monitoring, products and other related service costs on the Condensed Consolidated Statements of Operations. Amortization of costs related to be repaid in the third fiscal quarter has been re-classified asSantiago and Puerto Montt monitoring centers for the three and six months ended March 31, 2023 were $147,198 and $280,502, respectively. Amortization of costs related to the monitoring centers for the three and six months ended March 31, 2022, were approximately $148,244 and $224,191, respectively. The Company will record revenue from the customer based on a current asset incontractually agreed upon unit per day amount during the three-month period ended December 31, 2017.
(16) LEASES
The following table shows right of use assets and lease liabilities and the associated financial statement line items as of March 31, 2023 and September 30, 2022.
March 31, 2023 | September 30, 2022 | |||||||||||||||
Operating lease asset | Operating lease liability | Operating lease asset | Operating lease liability | |||||||||||||
Other assets | $ | 497,614 | $ | 575,716 | $ | - | ||||||||||
Accrued liabilities | 168,481 | - | 177,431 | |||||||||||||
Long-term liabilities | 329,133 | - | 398,285 |
The following table summarizes the supplemental cash flow information for the six months ended March 31, 2023 and 2022:
Six Months Ended March 31, 2023 | Six Months Ended March 31, 2022 | |||||||
Cash paid for noncancelable operating leases included in operating cash flows | $ | 141,525 | $ | 135,146 | ||||
Right of use assets obtained in exchange for operating lease liabilities | $ | 5,382 | $ | 78,458 |
The future minimum lease payments under noncancelable operating leases with terms greater than one year as of March 31, 2023 are:
Operating Leases | ||||
From April 2023 to March 2024 | $ | 185,721 | ||
From April 2024 to March 2025 | 122,034 | |||
From April 2025 to March 2026 | 93,379 | |||
From April 2026 to March 2027 | 95,166 | |||
From April 2027 to March 2028 | 40,210 | |||
Thereafter | 193 | |||
Undiscounted cash flow | 536,703 | |||
Less: imputed interest | (39,089 | ) | ||
Total | $ | 497,614 | ||
Reconciliation to lease liabilities: | ||||
Lease liabilities - current | $ | 168,481 | ||
Lease liabilities - long-term | 329,133 | |||
Total lease liabilities | $ | 497,614 |
The weighted-average remaining lease term and discount rate related to the Company’s lease liabilities as of March 31, 2023 were 3.64 years and 4.0%, respectively. The Company’s lease discount rates are generally based on the estimates of its incremental borrowing rate as the discount rates implicit in the Company’s leases cannot be readily determined.
(17) ACCRUED LIABILITES
Accrued liabilities consisted of the following as of DecemberMarch 31, 2017 2023 and September 30, 2017:
March 31, 2023 | September 30, 2022 | |||||||
Accrued payroll, taxes and employee benefits | $ | 1,500,901 | $ | 1,412,055 | ||||
Deferred revenue | 1,292 | 3,299 | ||||||
Accrued taxes - foreign and domestic | 327,269 | 371,293 | ||||||
Accrued other expense | 100,121 | 123,752 | ||||||
Accrued legal and other professional costs | 89,536 | 57,905 | ||||||
Accrued costs of revenue | 381,936 | 352,060 | ||||||
Right of use liability | 168,481 | 177,431 | ||||||
Deferred financing fees | - | 88,685 | ||||||
Accrued interest | 443,718 | 455,963 | ||||||
Total accrued liabilities | $ | 3,013,254 | $ | 3,042,443 |
December 31, 2017 | September 30, 2017 | |
Accrued payroll, taxes and employee benefits | $1,573,440 | $943,066 |
Accrued consulting | 8,954 | 11,631 |
Accrued taxes - foreign and domestic | 573,322 | 529,926 |
Accrued settlement costs | 50,000 | 200,000 |
Accrued board of directors fees | 275,000 | 125,000 |
Accrued other expenses | 151,804 | 178,092 |
Accrued legal costs | 57,394 | 116,824 |
Accrued cellular costs | 25,000 | 81,100 |
Accrued manufacturing costs | 100,000 | 137,884 |
Accrued bond guarantee | 304,270 | 23,548 |
Accrued interest | 4,902,235 | 4,303,220 |
Total accrued liabilities | $8,021,419 | $6,650,291 |
(18) RELATED PARTIES
ETS Limited is currently the beneficial owner of 4,871,745 shares of the Company's Common Stock (the “Track Group Shares”) held by ADS Securities LLC (“ADS”) under an agreement dated September 28, 2017, pursuant to which ADS transferred all of the Track Group Shares to ETS Limited in exchange for all of the outstanding shares of ETS Limited. A Director of ETS Limited was elected to the Company's current Board of Directors (the “Board”) on February 7, 2018 and is still serving on the Board in his current capacity as a senior executive at ADS.
(19) DEBT OBLIGATIONS
Debt obligations, net of fiscal year 2017, the Company approved a plan to restructure our business (the “
Employee -related | Other costs | Total | |
Liability at September 30, 2016 | $- | $- | $- |
Accrued expenses | 448,330 | 118,000 | $566,330 |
Payments | - | - | - |
Liability at December 31, 2016 | $448,330 | $118,000 | $566,330 |
March 31, 2023 | September 30, 2022 | |||||||
The unsecured loan (the “Amended Facility Agreement”) from Conrent Invest S.A. (“Conrent”) whereby, as of March 1, 2021, the Company had borrowed $42,864,000, bearing interest at a rate of 4% per annum, payable in arrears annually beginning July 1, 2021, with all principal and accrued and unpaid interest due on July 1, 2024. Interest payments are scheduled to be made on June 30 and December 31 each year. Unamortized issuance costs at March 31, 2023 are $136,350. As of March 31, 2023, $42,864,000 of principal and $428,640 of interest was owed to Conrent. | $ | 42,727,650 | $ | 42,653,649 | ||||
The unsecured Note Payable Agreement with HP Financial Services Chile Limitada bearing interest at a rate of 6.56% per annum, with a maturity date of February 6, 2024. | 28,437 | 35,335 | ||||||
The unsecured Note Payable Agreement with Banco Santander, net of unamortized issuance costs of $9,725, bearing interest at a rate of 5.04% per annum, with a maturity date of May 11, 2024. | 154,047 | 177,463 | ||||||
The unsecured Note Payable Agreement with Banco Estado, net of unamortized issuance costs of $5,675, bearing interest at a rate of 3.50% per annum, with a maturity date of January 2, 2024. | 104,609 | 135,521 | ||||||
The unsecured Note Payable Agreement with HP Financial Services Chile Limitada bearing interest at a rate of 6.61% per annum, with a maturity date of March 4, 2024. | 65,823 | 79,375 | ||||||
The unsecured Note Payable Agreement with Banco de Chile, net of unamortized issuance costs of $85, bearing interest at a rate of 2.54% per annum, with a maturity date of March 4, 2024. | 42,150 | 51,278 | ||||||
The unsecured Note Payable Agreement with Banco de Chile, net of unamortized issuance costs of $16,799, bearing interest at a rate of 3.12% per annum, with a maturity date of February 17, 2025. | 296,709 | 303,303 | ||||||
Total debt obligations | 43,419,425 | 43,435,924 | ||||||
Less: current portion | (545,865 | ) | (456,681 | ) | ||||
Long-term debt, less current portion | $ | 42,873,560 | $ | 42,979,243 |
On SeptemberOctober 21, 2020, the Company requested, in writing, an additional extension to the maturity date of the $30.4 million Amended Facility Agreement. On November 25, 2015,2020, the noteholders who owned the securities from Conrent used to finance the Amended Facility Agreement (the “Noteholders”) held a meeting to address the Company’s request and approved a new maturity date of July 1, 2024. On December 21, 2020, Conrent and the Company signed an amendment to the Amended Facility Agreement which extends the maturity date of the Amended Facility Agreement to July 1, 2024 (“Amended Facility”), capitalizes the accrued and unpaid interest increasing the outstanding principal amount and reduces the interest rate of the Amended Facility from 8% to 4%. On March 1, 2021, Conrent completed their documentation and the updated registration process to implement these changes and the Company transferred $12,531,556 of accrued interest to the Amended Facility for total principal of $42,931,556. Conrent forgave $67,556 of the total amount due and the principal and interest due under the Amended Facility became $42,864,000. Interest payments are scheduled to be made on June 30 and December 31 each year, which began June 30, 2021. We began amortizing deferred financing fees of approximately $360,000 on July 1, 2021. As of March 31, 2023, $42,864,000 of principal and $428,640 of interest was owed to Conrent.
On January 6, 2021, the Company borrowed 70,443,375 Chilean Pesos (“CLP”) ($101,186USD) from HP Financial Services Chile Limitada (the “HP Note 1”). To facilitate the HP Note 1, the Company entered into a loan agreementNote Payable Agreement with HP Financial Services Chile Limitada as the lender. The HP Note 1 was used to purchase PABX (private automatic branch exchange phone equipment) for the construction of the Gendarmeria de Chile monitoring centers in Santiago and Puerto Montt, Chile (the “
On January 12, 2021, the Company borrowed 347,198,500CLP ($482,965USD), net of 2,801,500CLP fees ($3,897USD), from Banco Santander (the “Banco Santander Note”). To facilitate the Banco Santander Note, the Company entered into a Note Payable Agreement with Banco Santander as the lender. The Banco Santander Note was used for the construction of the Santiago Monitoring Center and remodeling a $5.0 million line of credit that accruestemporary monitoring center. The Banco Santander Note bears interest at a rate of 3%5.04% per annum, for undrawn funds, payable monthly with principal beginning February 2021, and 8% per annum for borrowed funds. Pursuant toa maturity of May 11, 2024. The Company also paid 19,607,843CLP ($27,275USD) in broker fees which are amortized over the terms and conditionslife of the Sapinda Loan Agreement, available funds may be drawn down at loan.
On February 2, 2021, the Company’s request at any time prior to the maturity dateCompany borrowed 247,999,300CLP ($338,954USD), net of September 30, 20172,000,700CLP fees ($2,734USD), from Banco Estado (the “
On February 4, 2021, the Company borrowed 149,794,432CLP ($205,330USD) from HP Financial Services Chile Limitada (the “HP Note 2”). To facilitate the HP Note 2, the Company entered into a Note Payable Agreement with HP Financial Services Chile Limitada as the lender. The HP Note 2 was used to purchase computer equipment for the Santiago Monitoring Center. The HP Note 2 bears interest at a rate of December 31, 2017 6.61% per annum, payable monthly with principal beginning March 2021, and September 30, 2017, respectively, are compriseda maturity of March 4, 2024.
On February 5, 2021, the Company borrowed 99,808,328CLP ($136,564USD), net of 210,485CLP fees ($286USD), from Banco de Chile (the “Banco de Chile Note 1”). To facilitate the Banco de Chile Note, the Company entered into a Note Payable Agreement with Banco de Chile as the lender. The Banco de Chile Note was used to purchase HVAC equipment for the Santiago Monitoring Center. The Banco de Chile Note bears interest at a rate of 2.54% per annum, payable monthly with principal beginning March 2021, and a maturity date of March 4, 2024.
On February 15, 2021, the Company borrowed 500,000,000CLP ($678,214USD) from Banco de Chile (the “Banco de Chile Note 2”). To facilitate the Banco de Chile Note 2, the Company entered into a Note Payable Agreement with Banco de Chile as the lender. The Banco de Chile Note 2 was used as working capital and to complete the construction of the following:
December 31, 2017 | September 30, 2017 | |
Unsecured facility agreement with an entity whereby, as of June 30, 2015, the Company may borrow up to $30.4 million bearing interest at a rate of 8% per annum, payable in arrears semi-annually, with all principal and accrued and unpaid interest due on July 31, 2018. A $1.2 million origination fee was paid and recorded as a debt discount and will be amortized as interest expense over the term of the loan. As of December 31, 2017, the remaining debt discount was $130,067. We did not pay interest on this loan during the three months ended December 31, 2017. | $30,269,933 | $30,214,189 |
Loan Agreement whereby the Company can borrow up to $5.0 million at 8% interest per annum on borrowed funds maturing on September 30, 2020. | 3,399,644 | 3,399,644 |
Non-interest bearing notes payable to a Canadian governmental agency assumed in conjunction with the G2 acquisition. | 105,593 | 123,393 |
Capital lease with effective interest rate of 12%. Lease matures August 15, 2019. | 13,489 | 14,022 |
Total debt obligations | 33,788,659 | 33,751,248 |
Less current portion | (30,322,191) | (30,270,531) |
Long-term debt, net of current portion | $3,466,468 | $3,480,717 |
On April 26, 2023, the Company and Conrent entered into an amendment to the facility agreement (the "Amendment") originally executed by and between the parties on December 30, 2013, as amended on June 30, 2015, July 19, 2018, February 24, 2019, January 10, 2020 and December 21, 2020 (the “Amended Facility Agreement”), containing certain provisions of the Company's existing $42.864 million unsecured debt facility. The Amendment is effective on April 28, 2023 and extends the maturity date from July 1, 2024 to July 1, 2027. Furthermore, the Amendment: (i) amends the applicable interest rate resulting in an escalating interest rate as follows: 4% through July 1, 2024, 5% through July 1, 2025, 5.5% through July 1, 2026 and 6% through the maturity date and (ii) removes section 3.7 “Change of Control” of the Amended Facility Agreement. In return, the Company agreed to pay certain fees to Conrent.
The following table summarizes our future maturities of debt obligations, net of the amortization of debt discounts as of December 31, 2017:
Fiscal Year | Total |
2018 | $30,452,258 |
2019 | 43,842 |
2020 | 3,422,626 |
2021 | - |
2022 | - |
Debt discount | (130,067) |
Total | $33,788,659 |
Twelve months ended March 31: | Total | |||
2023 | $ | 545,865 | ||
2024 | 43,042,193 | |||
Total | 43,588,058 | |||
Issuance costs | (168,633 | ) | ||
Debt obligations, net of unamortized issuance costs | $ | 43,419,425 |
Dec. 31, 2017 | Sept. 30, 2017 | |
Related party loan with an interest rate of 3% and 8% per annum for undrawn and borrowed funds, respectively. Principal and interest due September 30, 2020. | $3,399,644 | $3,399,644 |
Total related-party debt obligations | $3,399,644 | $3,399,644 |
(20) PREFERRED AND COMMON STOCK
The Company is authorized to issue up to 30,000,000 shares of common stock, $0.0001 par value per share. During the three months ended December 31, 2017, no shares of common stock were issued to Board of Director members for their services earned in the first quarter of 2018. The Company has deferred the issuance of shares of common stockCommon Stock and warrants since the fourth quarter of 2017, and $275,000 for unpaid Board of Director fees has been accrued at December 31, 2017.
No dividends were paid during the six months ended March 31, 2023 or 2022, respectively.
Series A Convertible Preferred Stock
On October 12, 2017, the Board of Directors approved the grant of 241,935 shares of common stock valued at $300,000, as compensation for services rendered to the Company which have not yet been issued. In addition,filed a Certificate of Designation of the Company issued 30,797 warrants to a memberRelative Rights and Preferences (“Certificate of Designation”) with the Delaware Division of Corporations, designating 1,200,000 shares of the Company’s BoardPreferred Stock as Series A Preferred (“Series A Preferred”). Shares of Directors in exchange for 18,551Series A Preferred rank senior to the Company’s Common Stock, and all other classes and series of equity securities of the Company that by their terms do not rank senior to the Series A Preferred.
Except with respect to transactions upon which holders of the Series A Preferred are entitled to vote separately as a class under the terms of the Certificate of Designation, the Series A Preferred has no voting rights. The shares of common stockCommon Stock into which the director previously received for services provided duringSeries A Preferred is convertible shall, upon issuance, have all of the periodsame voting rights as other issued and outstanding shares of October 2016our Common Stock.
The Series A Preferred has no separate dividend rights; however, whenever the Board declares a dividend on the Company’s Common Stock, if ever, each holder of record of a share of Series A Preferred shall be entitled to June 2017,receive an amount equal to such dividend declared on one share of Common Stock multiplied by the number of shares of Common Stock into which such share of Series A Preferred could be converted on the Record Date.
Each share of Series A Preferred has a liquidation preference of $35.00 per share, and is convertible, at the holder’s option, into tenshares were thereby cancelledof the Company’s Common Stock, subject to adjustments as set forth in the three month period ended DecemberCertificate of Designation, at any time beginning five hundred and forty days after the date of issuance.
As of March 31, 2017.
(21) STOCK OPTIONS AND WARRANTS
Stock Incentive Plan
At the annual meeting of shareholdersstockholders on March 21, 2011, the shareholdersApril 13, 2022, our stockholders approved the 20122022 Omnibus Equity CompensationIncentive Plan (the “
The 2022 Plan supersedes and replaces the Company’s 2012 Equity Compensation Plan (the “2012 Plan”). As of June 30, 2020, the Board suspended further awards under the 2012 Plan. AtAny awards outstanding under the 2015 annual meeting of shareholders held on May 19, 2015, our stockholders approved a 713,262 share increase2012 Plan will remain subject to the total number2012 Plan. All shares of Common Stock remaining authorized and available for issuance under the 2012 Plan and any shares subject to outstanding awards under the 2012 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares authorizedwill automatically become available for issuance under our 2022 Plan.
On April 13, 2022, the Company issued 285,000 restricted shares to members of its executive team from the 2022 Plan valued at $370,500. The Company recorded expense of $51,459 and $0 for the three months ended March 31, 2023 and 2022, respectively, and recorded expense of $113,209 and $0 for the six months ended March 31, 2023 and 2022, respectively, related to the 2022 Plan. There were 215,000 shares of Common Stock available under the 2012 Plan.
All Options and Warrants
The fair value of each stock option and warrant grant is estimated on the date of grant using the Black-Scholes option-pricing model. DuringThe Company recorded no expense for the three and six months ended DecemberMarch 31, 2017 2023 and 2016, the Company granted 30,797 and 154,410, respectively, options and warrants to purchase shares of common stock under the 2012 Plan. Excluding the incremental stock-based compensation mentioned above, the Company recorded expense of $638,502 and $200,374 for the three months ended December 31, 2017 and 2016,2022, respectively, related to the issuance and vesting of outstanding stock options and warrants.
Three Months Ended December 31 | ||
2017 | 2016 | |
Expected stock price volatility | 120% | 119% |
Risk-free interest rate | 1.92% | 0.60% |
Expected life of options/warrants | 5 years | 2 Years |
The expected life of stock options (warrants) represents the period of time that the stock options or warrants are expected to be outstanding based on the simplified method allowed under GAAP. The expected volatility is based on the historical price volatility of the Company’s common stock.Common Stock. The risk-free interest rate represents the U.S. Treasury bill rate for the expected life of the related stock options (warrants). The dividend yield represents the Company’s anticipated cash dividends over the expected life of the stock options (warrants).
A summary of stock option (warrant) activity for the threesix months ended DecemberMarch 31, 2017 2023 is presented below:
Shares Under Option | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value | |
Outstanding as of September 30, 2017 | 600,842 | $8.51 | 4.90 years | $- |
Granted | 30,797 | $4.87 | ||
Expired/Cancelled | (1,172) | $(19.29) | ||
Exercised | - | $- | ||
Outstanding as of December 31, 2017 | 630,467 | 1.78 | 4.63 | $- |
Exercisable as of December 31, 2017 | 570,467 | 1.84 | 4.67 | $- |
Shares Under Option | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (years) | Aggregate Intrinsic Value | |||||||||||||
Outstanding as of September 30, 2022 | 160,881 | $ | 1.24 | 0.60 | $ | 225 | ||||||||||
Granted | - | - | - | |||||||||||||
Expired/Cancelled | (56,970 | ) | 1.24 | - | ||||||||||||
Exercised | - | - | - | |||||||||||||
Outstanding as of March 31, 2023 | 103,911 | $ | 1.24 | 0.23 | $ | 0 | ||||||||||
Exercisable as of March 31, 2023 | 103,911 | $ | 1.24 | 0.23 | $ | 0 |
The intrinsic value of options and warrants outstanding and exercisable is based on the Company’s share price of $1.05$0.42 at DecemberMarch 31, 2017.
(22) INCOME TAXES
The Company recognizes deferred income tax assets or liabilities for the expected future tax consequences of events that have been recognized in the financial statements or income tax returns. Deferred income tax assets or liabilities are determined based upon the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to apply when the differences are expected to be settled or realized. Deferred income tax assets are reviewed periodically for recoverability and valuation allowances are provided as necessary. Interest and penalties related to income tax liabilities, when incurred, are classified in interest expense and income tax provision, respectively.
For the threesix months ended DecemberMarch 31, 2017 2023 and 2016,2022, the Company incurred a net loss(loss) income for income tax purposes of $1,042,591($1,448,874) and $2,613,759,$146,919, respectively. The amount and ultimate realization of the benefits from the net operating losses is dependent, in part, upon the tax laws in effect, the Company’sour future earnings, and other future events, the effects of which cannot be determined. The Company has established a valuation allowance for all deferred income tax assets not offset by deferred income tax liabilities due to the uncertainty of their realization. Accordingly, there is no benefit for income taxes in the accompanying statements of operations.
In computing income tax, we recognize an income tax provision in tax jurisdictions in which we have pre-tax income for the period and are expecting to generate pre-tax book income during the fiscal year.
(23) COMMITMENTS AND CONTINGENCIES
The Company is, from time to time, involved in various legal proceedings incidental to the conduct of our business. Historically, the outcome of nearly all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial condition, results of operations or liquidity. Other than as set forth below, there are no additional pending or threatened legal proceedings at this time.
SecureAlert, Inc. v. Federal Government of Mexico (Department of the Interior).
On March 24, 2017, SecureAlert Inc. (a predecessor entity to Track Group, Inc. or the Company) filed a complaint before the Federal Administrative Tribunal, asserting the failure byCommonwealth of Puerto Rico, through its Trustees v. International Surveillance Services Corporation. On January 23, 2020, the Company was served with a summons for an Adversary Action pending against International Surveillance Services Corporation (“ISS”), a subsidiary of the Company, now known as Track Group – Puerto Rico Inc., in the United States District Court for the District of Puerto Rico seeking to avoid and recover allegedly constructive fraudulent transfers and to disallow claims pursuant to United States Bankruptcy and Puerto Rican law. The allegations stem from payments made to ISS between 2014 and 2017, which the Company believes were properly made in accordance with a contract between ISS and the government of Puerto Rico, through the Oficina de Servicios con Antelacion a Juicio, originally signed in 2011. The Company is confident that all payments it received were earned and due under applicable law and produced documentation supporting its position in an informal document exchange with the Commonwealth on July 6, 2020. The parties held a mediation on November 1, 2022 but were unable to reach an agreement but left open the possibility of additional discussions. The Company remains confident in its position and no accrual for a potential loss has been made, after consultation with legal counsel.
Jeffrey Mohamed Abed v. Track Group, Chile SpA.
Track Group Chile SpA (formerly Secure AlertSpA. v. Republic of Chile. On January 24, 2022, Track Group Chile SpA)SpA. initiated a judicial action in the Court of Justice of Chile to settle a contract dispute with the Republic of Chile. The Company asserts that it has complied with its contractual obligations and Inversiones Tecnologicas SpA, was submittedthat any delays in so doing were not attributable to the Court. Moreover, the fact that Secure Alert Chile SpA was incorporated after the facts on which the lawsuit is based, led to the complete dismissal of the claim. Position filed an appeal on May 4, 2017. A hearing on the Appeal may be scheduled in late February, 2018.Company. The Company expects the court to makeremains confident in its position and no accrual for a decision within three months of the hearing date.
Jesus Valle Gonzalez, et al. v. Track Group-Puerto Rico, et al.
OnMichael Matthews v. Track Group, Inc., et al. On December 13, 2022, Plaintiff Michael Matthews filed a complaint in the Circuit Court of Cook County, Illinois (2022 L 011050) against the Company and other defendants alleging wrongful arrest and incarceration and a deprivation of his rights following his purportedly erroneous violation of home monitoring program requirements. The Company disputes the allegations of the complaint, has retained counsel, and intends to vigorously defend the case. Based on the preliminary stage of the proceedings and after consultation with legal counsel, no accrual for a potential loss has been made.
Monitoring Equipment and Other Related Services
The Company leases monitoring equipment and provides monitoring services to its customers with contract terms varying from month-to-month to several years and each daily contract price varies. Devices supplied to customers are not serial number unique and a single device may be used by multiple customers over its useful life. If a leased device is returned for repair, it will likely be replaced with a different device from a different customer or possibly a new device.
The Company’s Answertracking devices are considered operating leases under ASC 842 as transfer of control of the asset does not occur at the end of the lease, a single device is not specific to a customer and Appearance were filed August 13, 2017. Wedevices may be used by multiple customers throughout their life cycle. Due to the movement of devices from customer to customer, relatively few long-term contracts, the measurement of the equipment life and the present value of the equipment’s fair values would not be a measurement to qualify the devices as sales-type leases.
Operating lease and monitoring revenue associated with the Company’s monitoring equipment for the three and six months ended March 31, 2023 and 2022 are currentlyshown in the discovery period.
Three months ended March 31, | ||||||||
2023 | 2022 | |||||||
Monitoring equipment operating revenue | $ | 6,827,744 | $ | 7,457,025 |
Six months ended March 31, | ||||||||
2023 | 2022 | |||||||
Monitoring equipment operating revenue | $ | 13,805,186 | $ | 15,451,482 |
Performance Bonds
As of March 31, 2023, the Company entered intohas one performance bond in connection with a multi-year Monitoring Services Agreement with Marion County Community Corrections Agency, byforeign customer totaling $1,508,325, (“Performance Bond”) which is held in an interest-bearing account on behalf of the customer and throughrecorded in other assets on the Marion County Community Corrections Board (collectively, “
The amounts held on two performance bonds were released in the second quarter of 2023 and the Company shall provide Marion County with GPS and alcohol monitoring equipment, certain services, and softwarereceived $1,041,797, including interest.
The Company pays interest on the full amount of the Performance Bond to be used for offenders ordered into the Marion County Community Corrections program byfinancial institution providing the courts. In exchangeguarantee at 2.8% interest per annum for the products and services provided by the Company, Marion County shall make periodic payments, the sum of which shall be determined based on the duration of use of individual units of equipment.
(24) SUBSEQUENT EVENTS
In accordance with the Subsequent Events Topic of the FASB, ASC 855, we have evaluated subsequent events through the filing date and noted that, other than the following subsequent to the end of the quarter.
On April 26, 2023, the Company and Conrent entered into an amendment to the facility agreement (the "Amendment") originally executed by and between the parties on December 30, 2013, as disclosedamended on June 30, 2015, July 19, 2018, February 24, 2019, January 10, 2020 and December 21, 2020 (the “Amended Facility Agreement”), containing certain provisions of the Company's existing $42.864 million unsecured debt facility. The Amendment is effective on April 28, 2023 and extends the maturity date from July 1, 2024 to July 1, 2027. Furthermore, the Amendment: (i) amends the applicable Interest Rate and (ii) removes section 3.7 “Change of Control” of the Amended Facility Agreement. In return, the Company agreed to pay certain fees to Conrent.
For additional information on the above no additional subsequent events have occurred that are reasonably likely to impactevent, see the financial statements.
Item 2. Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”, or, this “Report”) contains information that constitutes “forward-looking statements”“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”“Exchange Act”). Generally, the statements contained in this Quarterly Report on Form 10-Q that are not purely historical can be considered to be “forward-looking statements.“forward-looking statements”. These statements represent our expectations, hopes, beliefs, anticipations, commitments, intentions, and strategies regarding the future. They may be identified by the use of words or phrases such as “believes,“believes” “expects,, “expects” “intends,, “intends” “anticipates,, “anticipates” “should,, “should” “plans,, “plans” “estimates,, “estimates” “projects,, “projects” “potential,, “potential”, and “will,“will” among others. Forward-looking statements include, but are not limited to, statements contained in Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial performance, revenue, and expense levels in the future and the sufficiency of our existing assets to fund future operations and capital spending needs. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in “Risk Factors”“Risk Factors” in our most recent Annual Report on Form 10-K, and those described from time to time in our reports filed with the SEC.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto that are contained in this Report, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017,2022, and Current Reports on Form 8-K that have been filed with the SEC through the date of this Report. Except as otherwise indicated, as used in this Report, the terms “
General
Our core business is based on the manufacture and leasing of patented tracking and monitoring solutions to federal, state and local law enforcement agencies, both in the U.SU.S. and abroad, for the electronic monitoring of offenders and offering unique data analytics services on a platform-as-a-service (“
Devices - Our devices consist principally of the ReliAlert
ReliAlert®XC4 is our flagship GPS device, which is activated through services providedamong the safest and most reliable monitoring devices ever made and was certified in 2020 by our monitoring centers. The ReliAlert
ReliAlert®-XC 3 is our predecessor device which had advanced features enable agencies to effectively track offender movements and communicate directly with 24/7/365offenders in real-time, through a patented, on-board two/three-way voice communication with the offenders. Both devices are FCC, CEtechnology. This device includes an enhanced GPS antenna and PTCRB certifiedGPS module for higher sensitivity GPS, enhanced voice audio quality, increased battery performance of 50+ hours, 3G cellular capabilities, improved tamper sensory, and protected by numerous patents and trademarks.
Monitoring Center Services.
Data Analytics Services.Services - Our TrackerPALIntelliTrack, TrackerPAL® software, TrackerPALIntelliTrack Mobile, TrackerPAL® Mobile, combined with our Data Analytic analysis tools, provide an integrated platform allowing case managers and law enforcement officers’officers quick access views of an offender’s travel behavior, mapping, and provide inference on patterns. Our advanced data analytics services help facilitate the discovery and communication of meaningful patterns in diverse locations and behavioral data that helps agencies reduce risks and improve decision making. Our analytics applications use various combinations of statistical analysis procedures, data and text mining and predictive modeling to proactively analyze information on community-released offenders to discover hidden relationships and patterns in their behaviors and to predict future outcomes.
Other Services - The Company offers smartphone applications specifically designed for the criminal justice market, including a domestic violence app that creates a mobile geo-zone around a survivor and an alcohol monitoring app linked to a police-grade breathalyzer.
Business Strategy
We are committed to helping our customers improve offender rehabilitation and re-socialization outcomes through our innovative hardware, software and services. We treat our business as a service offersbusiness. Although we still manufacture patented tracking technology, we see the physical goods as only a highly complex predictive reporting mechanism that combines modern statistical methods, developed using computer science and used by intelligence agencies that separate noteworthy events from normal events, ranksmall part of the integrated offender cases according to their needmonitoring solutions we provide. Accordingly, rather than receiving a payment just for supervision, and relate decision-relevant metrics to benchmarks in real-time.
Critical Accounting Policies
From time to time, management reviews and evaluates certain accounting policies that are considered to be significant in determining our results of operations and financial position.
A description of the Company’s critical accounting policies that affect the preparation of the Company’s financial statements is set forth in the Company’s Annual Report on Form 10-K for the year ended September 30, 2017
The preparation of financial statements requires management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenuesrevenue and expenses.expense. By their nature, these judgments are subject to an inherent degree of uncertainty. We assess the reasonableness of our estimates, including those related to bad debts, inventories, right of use assets, estimated useful lives, intangible assets, warranty obligations, product liability, revenue, legal matters and income taxes. We base our estimates on historical experience as well as available current information on a regular basis. Management uses this information to form the basis for making judgments about the carrying value of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
Government Regulation
Our operations are subject to various federal, state, local and international laws and regulations. We are not involved in any pending or, to our knowledge, threatened governmental proceedings, which would require curtailment of our operations because of such laws and regulations.
The COVID-19 pandemic adversely impacted both the Company’s revenue and costs in the past by disrupting its operations in Chile, causing shortages within the supply chain and postponing certain sales opportunities as some government agencies delayed new RFP (Request for Proposal) processes or decisions. Notwithstanding the challenges, the monitoring being performed by the Company’s significant customers across the globe and key business partners providing manufacturing and call center services have all remained operational. In addition, both our Chile office and the corporate headquarters in the greater-Chicago area have been open nearly eighteen months. However, the Company is operating in a rapidly changing environment, and the extent to which COVID-19 impacts its business, operations and financial results going forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the development of widespread testing or a vaccine; the ability of our supply chain to meet the Company’s need for equipment; the ability to sell and provide services and solutions if shelter in place restrictions and people working from home are extended to ensure employee safety; the volatility of foreign currency exchange rates and the subsequent effect on international transactions; and any closures of clients’ offices or the courts on which they rely.
Results of Operations
Three Months Ended DecemberMarch 31, 2017,2023 Compared to Three Months Ended DecemberMarch 31, 2016
Revenue
For the three months ended DecemberMarch 31, 2017,2023, the Company recognized total revenue from operations of $7,490,694$8,308,046 compared to $7,671,490$9,484,119 for the three months ended DecemberMarch 31, 2016,2022, a decrease of $180,796$1,176,073, or 2%approximately 12%. The decrease in revenue wasmonitoring revenues is driven principally by fluctuations in court proceedings where active devices are assigned to customers in Illinois, California, the result of (i) a loss of a Caribbean customer whose contract ended in November 2016,Bahamas and Canada, partially offset by (ii) an increase in total growth of our North American monitoring operations driven by clientsrevenues for customers in IndianaNevada and Virginia,Panama.
Product sales and (iii) growth of offender monitoring in Chile.
The industry in which the Company operates, as well as many other industries (automotive, consumer products and medical devices), has been impacted by the global semiconductor shortage. The availability of consumable items. We will continuesemiconductor parts continued to focus on recurring subscription based opportunities as opposed to equipment sales.
Cost of Revenue
During the three months ended DecemberMarch 31, 2017,2023, cost of revenue totaled $3,019,149$4,565,241 compared to cost of revenue during the three months ended DecemberMarch 31, 20162022 of $4,127,556,$4,945,134, a decrease of $1,108,407$379,893 or 27%approximately 8%.
Depreciation and amortization included in cost of revenue for the three months ended DecemberMarch 31, 20172023 and 20162022 totaled $477,142$843,714 and $445,493, respectively.$792,915, respectively, an increase of $50,799. These costs represent the depreciation of TrackerPAL™
Gross Profit and Margin
During the three months ended DecemberMarch 31, 2017,2023, gross profit totaled $4,471,545, representing an increase of $927,611 or 26% compared to the same period last year and$3,742,805, resulting in a gross margin of 60% compared to $3,543,934 or a gross margin of 46% during the three months ended December 31, 2016. The increase in gross
General and Administrative Expense
During the three months ended March 31, 2023, general and administrative expense totaled $3,657,738$2,869,799 compared to $3,175,054$2,770,657 for the three months ended DecemberMarch 31, 2016.2022. The increase of $482,684$99,142 or 15%approximately 4% in general and administrative costsexpense resulted largely from an increase inhigher insurance costs of $93,849, higher stock-based compensation expense of $562,216,$51,458, and higher payroll and payroll taxes of $180,572. These costs were offset by lower legal and professional fees of $147,903$159,873.
Selling and higher wages and benefit costs of $137,161, partially offset by lower bad debt expense of $172,642, lower recruiting costs of $63,303, lower repair and maintenance costs of $52,776, lower rent expense of $36,125 and lower outside labor expenses of $28,283.
During the three months ended DecemberMarch 31, 2016, we recorded $566,3302023, selling and marketing expense totaled $768,871 compared to $720,709 for the three months ended March 31, 2022. The increase in expense of costs related to$48,162 or approximately 7% is principally the relocationresult of our headquarters from Salt Lake City, Utah to our existing Chicagoland office. These costs include the transferhigher travel and entertainment cots of our own monitoring center activities to a highly-specialized third party, severance pay related to a reduction$21,192 and higher payroll and taxes of approximately 65 monitoring center employees, as well as other support employees$44,924, partially offset by lower consulting and moving costs. All costs related to the relocation were paid in the fiscal year ended September 30, 2017. See Note 17 to the Condensed Consolidated Financial Statements.
Research and MarketingDevelopment Expense
During the three months ended DecemberMarch 31, 2017, selling2023, research and marketingdevelopment expense decreased to $409,737totaled $706,772 compared to $589,768$625,477 for the three months ended DecemberMarch 31, 2016.2022. The reductionincrease in expensesexpense of $180,031,$81,295 or approximately 31%13% was primarily due to an increase in payroll, dues and subscriptions, and consulting and outside services expenses.
Depreciation and Amortization Expense
During the three months ended March 31, 2023, depreciation and amortization expense totaled $247,574 compared to $414,771 for the three months ended March 31, 2022, a decrease of $167,197 or approximately 40%, largely due to an impairment of our developed technology intangible assets in the fourth quarter of fiscal 2022 .
Total Operating Expense
During the three months ended March 31, 2023, total operating expense increased to $4,593,016 compared to $4,531,614 for the three months ended March 31, 2022, an increase of $61,402 or approximately 1%. The increase is principally due to the factors disclosed above.
Operating Income (Loss)
During the three months ended March 31, 2023, operating loss was ($850,211) compared to operating income of $7,371 for the three months ended March 31, 2022, representing a significant reduction of $857,582. This reduction was principally due to a decrease in gross profit of $796,180.
Other Income (Expense)
For the three months ended March 31, 2023, other expense totaled ($329,184) compared to other income of $571,664 for the three months ended March 31, 2022, a decrease of $900,848. The decrease in other income is largely due to a vendor forgiving $633,471 of accrued expenses in 2022 and negative currency exchange rate movements of $324,577 between the US Dollar vs. the Chilean Peso, compared to the second fiscal quarter of 2022.
Net Income (Loss) Attributable to Common Stockholders
The Company had net loss attributable to common stockholders of ($1,485,258) for the three months ended March 31, 2023, compared to a net income attributable to common stockholders of $452,241 for the three months ended March 31, 2022, a decrease of $1,937,499. This decrease is due to a higher operating loss, a decrease in currency exchange rate gain and higher income tax expense related to Chile tax on certain payments made to the to the U.S. parent company and Chile estimated tax payments.
Six months Ended March 31, 2023 Compared to Six months Ended March 31, 2022
Revenue
For the six months ended March 31, 2023, the Company recognized total revenue from operations of $17,163,737 compared to $19,079,775 for the six months ended March 31, 2022, a decrease of $1,916,038, or approximately 10%. The decrease in monitoring revenues is driven principally by fluctuations in court proceedings where active devices are assigned to customers in Illinois, California, the Bahamas and Canada, partially offset by an increase in monitoring revenues for customers in Nevada and Panama.
Product sales and other revenue for the six months ended March 31, 2023 decreased to $694,930 from $767,560 in the same period in 2022, a decrease of $72,630 or approximately 9%, primarily due to purchases from a partner in Saudi Arabia in February 2022.
The industry in which the Company operates, as well as many other industries (automotive, consumer products and medical devices), have been impacted by the global semiconductor shortage. The availability of semiconductor parts continued to improve in the first half of fiscal 2023; however, long lead times remain with certain parts.
Cost of Revenue
During the six months ended March 31, 2023, cost of revenue totaled $9,240,254 compared to cost of revenue during the six months ended March 31, 2022 of $9,740,561, a decrease of $500,307 or approximately 5%. The decrease in cost of revenue was largely the result of lower monitoring center costs of $223,870, lower communication costs of $174,671, lower software maintenance costs of $44,929, lower product sales costs of $96,558 and lower commission costs of $44,990, partially offset by higher server costs of $59,385, higher lost, stolen and damaged costs of $25,523 and higher device repair costs of $36,846.
Depreciation and amortization included in cost of revenue for the six months ended March 31, 2023 and 2022 totaled $1,616,733 and $1,656,764, respectively, a decrease of $40,031. These costs represent the depreciation of ReliAlert® and other monitoring devices, as well as the amortization of monitoring software and certain royalty agreements. The decrease in depreciation and amortization costs is largely due to a decrease in amortization for discontinued product, Shadow, of $75,200, offset by an increase in device depreciation expense of $35,169. Devices are depreciated over either a three- or five-year useful life. Monitoring software is amortized over a seven-year life. Royalty agreements are being amortized over a ten-year useful life. The Company believes these lives are appropriate due to changes in electronic monitoring technology and the corresponding potential for obsolescence. Management periodically assesses the useful life of the devices for appropriateness.
Gross Profit and Margin
During the six months ended March 31, 2023, gross profit totaled $7,923,483, resulting in a gross margin of approximately 46%. During the six months ended March 31, 2022, gross profit totaled $9,339,214, resulting in a gross margin of approximately 49%. The decrease in absolute gross profit of $1,415,731 or approximately 15% is due to lower revenue, partially offset by a decrease in certain costs of revenue.
General and Administrative Expense
During the six months ended March 31, 2023, general and administrative expense totaled $5,624,320 compared to $5,269,016 for the six months ended March 31, 2022. The increase of $355,304 or approximately 7% in general and administrative expense resulted largely from higher payroll and payroll taxes of $314,831, bad debt costs of $100,042, higher insurance costs of $183,663, higher stock-based compensation of $113,209 and higher travel and entertainment costs of $60,321. These costs were offset by lower legal and professional fees of $295,077, lower training and recruiting costs of $51,917, lower fees and licenses of $33,389 and lower board of director fees of $25,000.
Selling and Marketing Expense
During the six months ended March 31, 2023, selling and marketing expense totaled $1,498,341 compared to $1,418,581 for the six months ended March 31, 2022. The increase in expense of $79,760 or approximately 6% is principally the result of higher travel and entertainment cots of $49,523 and higher payroll and taxes of $59,746, partially offset by lower consulting and outside service costs of $84,438, lower travel related expenses of $41,489 and lower wages and benefits of $31,546.
Research and Development Expense
During the threesix months ended DecemberMarch 31, 2017,2023, research and development expense totaled $163,946$1,296,577 compared to $488,178$1,216,329 for the threesix months ended DecemberMarch 31, 2016, a decrease2022. The increase in expense of $324,232$80,248 or approximately 66%. The decrease
Depreciation and Amortization Expense
During the threesix months ended DecemberMarch 31, 2017,2023, depreciation and amortization expense totaled $564,740$495,283 compared to $575,111$831,572 for the threesix months ended DecemberMarch 31, 2016,2022, a decrease of $10,371$336,289 or approximately 40%, largely due to intangible assets that were fully amortized in the period and an impairment of intangible assets recorded in the fourth quarter of fiscal 2022.
Total Operating Expense
During the six months ended March 31, 2023, total operating expense increased to $8,914,521 compared to $8,735,498 for the six months ended March 31, 2022, an increase of $179,023 or approximately 2%.
Operating Income (Loss)
During the six months ended March 31, 2023, operating loss was ($991,038) compared to operating income of $603,716 for the six months ended March 31, 2022, a reduction of $1,594,754 or approximately 264%. This reduction was principally due to a decrease in gross profit of $1,415,731.
Other Income and Expense
For the threesix months ended DecemberMarch 31, 2017,2023, other income (expense)expense totaled $717,975($265,583) compared to $763,252($16,174) for the threesix months ended DecemberMarch 31, 2016, a decrease in net expense2022, an increase of $45,277 or approximately 6%.
Net Income (Loss) Attributable to Common Stockholders
The Company had net loss attributable to common stockholders of ($1,448,874) for the six months ended March 31, 2023, compared to net income attributable to common stockholders of $146,919 for the six months ended March 31, 2022. This decrease is due to lower operating income and a vendor forgiving $633,471 of accrued expenses in 2022, partially offset by higherpositive currency exchange rate movements, lower interest expense net.
Liquidity and Capital Resources
The Company is currently self-funded through net cash provided by operating activities.
On October 21, 2020, the Company requested, in writing, an additional extension to Common Shareholders
On January 6, 2021, the Company borrowed 70,443,375 Chilean Pesos (“CLP”) ($101,186USD) from HP Financial Services Chile Limitada. To facilitate the Loan, the Company entered into a Note Payable Agreement with HP Financial Services Chile Limitada as lender. The loan was used to purchase PABX (private automatic branch exchange phone equipment) for the construction of the Gendarmeria de Chile monitoring centers in Santiago and $30.4 millionPuerto Montt, Chile. The loan bears an interest rate of 6.56% per annum, payable monthly with principal beginning February 2021, and a maturity date of February 6, 2024.
On January 12, 2021, the Company borrowed 347,198,500CLP ($482,965USD), net of 2,801,500CLP fees ($3,897USD), from Banco Santander. To facilitate the Loan, the Company entered into a Note Payable Agreement with Banco Santander as lender. The loan was owedused to Conrent under
On February 2, 2021, the Company borrowed 247,999,300CLP ($338,954USD), net of 2,000,700CLP fees ($2,734USD), from Banco Estado. To facilitate the Loan, Agreement. the Company entered into a Note Payable Agreement with Banco Estado as lender. The loan provided was used for the construction of the Gendarmeria de Chile monitoring center in Santiago and computer equipment for Gendarmeria branch offices. The loan bears an interest rate of 3.50% per annum, initially having a 6-month grace period with the first payment including the 6 months of interest plus 1 month of principal on August 2, 2021, then monthly interest with principal, and a maturity date of January 2, 2024. The Company also paid 14,124,294CLP ($19,304USD) in broker fees which are amortized over the life of the loan.
On February 4, 2021, the Company borrowed 149,794,432CLP ($205,330USD) from HP Financial Services Chile Limitada. To facilitate the Loan, the Company entered into a Note Payable Agreement with HP Financial Services Chile Limitada as lender. The loan was used to purchase computer equipment for the Gendarmeria de Chile monitoring center in Santiago, Chile. The loan bears an interest at a rate of 6.61% per annum, payable monthly with principal beginning March 2021, and a maturity of March 4, 2024.
On February 5, 2021, the Company borrowed of 99,808,328CLP ($136,564USD), net of 210,485CLP fees ($286USD), from Banco de Chile. To facilitate the Loan, the Company entered into a Note Payable Agreement with Banco de Chile as lender. The loan provided was used to purchase HVAC equipment for Gendarmeria de Chile monitoring center in Santiago, Chile. The loan bears an interest rate of 2.54% per annum, payable monthly with principal beginning March 2021, and a maturity date of March 4, 2024.
On February 15, 2021, the Company borrowed 500,000,000CLP ($678,214USD) from Banco de Chile. To facilitate the Loan, the Company entered into a Note Payable Agreement with Banco de Chile as lender. The loan proceeds were used as working capital and to complete the construction of the Gendarmeria monitoring center in Puerto Montt, Chile. The loan bears an interest at a rate of 3.12% per annum, payable monthly with principal beginning March 2021, and a maturity of February 17, 2025. The Company also paid 28,248,588CLP ($38,317USD) in broker fees which are amortized over the life of the loan.
No borrowings or sales of equity securities occurred during the threesix months ended DecemberMarch 31, 2017.
Net Cash Flows fromProvided by Operating Activities.
During the
Net Cash Flows fromUsed in Investing Activities.
The Company used $594,726$3,548,322 of cash for investing activities during the
Net Cash Flows fromUsed in Financing Activities.
The Company used $17,289$276,666 of cash for financing activities during the
Liquidity, Working Capital and Management’sManagement’s Plan
As of
On October 21, 2020, the Company requested, in writing, an additional extension to additionalthe maturity date of the Amended Facility Agreement. On November 25, 2020, the Noteholders held a meeting to address the Company’s request and approved a new maturity date of July 1, 2024. On December 21, 2020, Conrent and the Company signed an Amendment to the Amended Facility Agreement which extended the maturity date of the Amended Facility Agreement to July 1, 2024, capitalized softwarethe accrued and unpaid interest which increased the outstanding principal amount and reduced the interest rate of $254,899the Amended Facility Agreement from 8% to 4%. On June 30, 2021, the Company restarted interest payments to Conrent which have been made semi-annually since that time.
On April 26, 2023, the Company and purchasesConrent entered into a new amendment to the Facility Agreement which further extended the maturity date from July 1, 2024 to July 1, 2027, established an escalation in the interest rate and required the Company to pay certain fees to Conrent.
During the fiscal year ended September 30, 2021, the Company borrowed approximately $1.95 million through six notes payable to fund the construction of monitoring equipment of $311,142.
Inflation
The rise in inflation in fiscal 2022 and the first half of fiscal 2023 has adversely impacted the Company’s cost of labor, materials and other operating expenses. We expect cost inflation to September 30, 2020. In addition, management is currently exploring optionsremain elevated throughout the rest of fiscal 2023 but anticipate continued supply chain productivity and pricing actions to restructure the debt owed under the Conrent Loan Agreement, which may include exchanging debt for equity or extending the maturitymitigate some of the Conrent Loan Agreement.
Off-Balance Sheet Financial Arrangements
The Company has not entered into any transactions with unconsolidated entities whereby the Company has financial guarantees, derivative instruments, or other contingent arrangements that expose the Company to material continuing risks, contingent liabilities, or any other obligation that provides financing, liquidity, market risk, or credit risk support to the Company, except as described below.
Payments due in less than 1 year | Payments due in 1 – 3 years | Payments due in 3 – 5 years | Total | |
Operating leases | $329,252 | $479,023 | $58,808 | $867,083 |
The Company footprint extends to severala number of countries outside the United States, and we intend to continue to examine international opportunities. As a result, our revenuesrevenue and results of operations are affected by fluctuations in currency exchange rates, interest rates, transfer pricing changes, taxes and other uncertainties inherent in doing business in more than one currency. In addition, our operations are exposed to risks that are associated with changes in social, political and economic conditions in the foreign countries in which we operate, including changes in the laws and policies that govern foreign investment, as well as, to a lesser extent, changes in United States laws and regulations relating to foreign trade and investment.
Foreign Currency Risks
We had $2,561,305$3,085,549 and $2,795,781$3,050,246 in foreign currency revenue from sources outside of the United States for the threesix months ended DecemberMarch 31, 20172023 and 2016,2022, respectively. We made and received payments in a foreign currency during the periods indicated, which resulted in a foreign exchange gain of $55,072$554,943 and $116,442$290,091 in the threesix months ended DecemberMarch 31, 20172023 and 2016,2022, respectively. Fluctuations in the exchange loss or gain in any given period are due to the strengthening or weakening of the U.S. dollar against the Chilean Peso and Canadian dollar which have been magnified by global matters, inflation, and the government policies established to address those issues. Changes in currency exchange rates affect the relative prices at which we sell our products and purchase goods and services. Given the uncertainty of exchange rate fluctuations, we cannot estimate the effect of these fluctuations on our future business, product pricing, results of operations, or financial condition. We do not useperiodically enter into small, simple forward foreign currency exchange contracts or derivative financial instruments to mitigate the risk of repatriating funds converted from foreign currency into U.S. dollars for hedging or speculative purposes. To the extent foreign sales become a more significant part of our business in the future, we may seek to implement additional strategies which make use of these or other instruments in order to minimize the effects of foreign currency exchange on our business.
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Company is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors. These disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of DecemberMarch 31, 20172023 was completed pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective and designed to provide reasonable assurance that the information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms as of DecemberMarch 31, 2017.
Changes in Internal Controls
We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance that our books and records accurately reflect our transactions and that our established policies and procedures are followed. There was no change in our internal control over financial reporting during our quarter ended DecemberMarch 31, 20172023 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ER INFORMATION
The Company is, from time to time, involved in various legal proceedings incidental to the conduct of our business. Historically, the outcome of nearly all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial condition, results of operations or liquidity. Other than as set forth below, there are no additional pending or threatened legal proceedings at this time.
SecureAlert, Inc. v. Federal Government of Mexico (Department of the Interior).
On March 24, 2017, SecureAlert Inc. (a predecessor entity to Track Group, Inc. or the Company) filed a complaint before the Federal Administrative Tribunal, asserting the failure byCommonwealth of Puerto Rico, through its Trustees v. International Surveillance Services Corporation. On January 23, 2020, the Company was served with a summons for an appeal before the Collegiate TribunalsAdversary Action pending against the decisionInternational Surveillance Services Corporation (“ISS”), a subsidiary of the Federal Administrative Tribunal. Counsel estimatesCompany, now known as Track Group – Puerto Rico Inc., in the Tribunal should haveUnited States District Court for the District of Puerto Rico seeking to avoid and recover allegedly constructive fraudulent transfers and to disallow claims pursuant to United States Bankruptcy and Puerto Rican law. The allegations stem from payments made to ISS between 2014 and 2017, which the Company believes were properly made in accordance with a rulingcontract between ISS and the government of Puerto Rico, through the Oficina de Servicios con Antelacion a Juicio, originally signed in 2011. The Company is confident that all payments it received were earned and due under applicable law and produced documentation supporting its position in an informal document exchange with the Commonwealth on or before June 30, 2018. IfJuly 6, 2020. The parties held a mediation on November 1, 2022 and were unable to reach an agreement but left open the Company’s appeal is successful, the case will be sent back to the Federal Administrative Tribunalpossibility of additional discussions. The Company remains confident in its position and no accrual for a resolution on the merits of the case.
Jeffrey Mohamed Abed v. Track Group, Chile SpA.
Track Group Chile SpA (formerly Secure AlertSpA. v. Republic of Chile. On January 24, 2022, Track Group Chile SpA)SpA. initiated a judicial action in the Court of Justice of Chile to settle a contract dispute with the Republic of Chile. The Company asserts that it has complied with its contractual obligations and Inversiones Tecnologicas SpA, was submittedthat any delays in so doing were not attributable to the Court. Moreover, the fact that Secure Alert Chile SpA was incorporated after the facts on which the lawsuit is based, led to the complete dismissal of the claim. Position filed an appeal on May 4, 2017. A hearing on the Appeal may be scheduled in late February, 2018.Company. The Company expects the court to makeremains confident in its position and no accrual for a decision within three months of the hearing date.
Jesus Valle Gonzalez, et al. v. Track Group-Puerto Rico, et al.
OnMichael Matthews v. Track Group, Inc., et al. On December 13, 2022, Plaintiff Michael Matthews filed August 13, 2017. We are currentlya complaint in the discovery period.
Our results of operations and financial condition are subject to numerous risks and uncertainties described in our Annual Report on Form 10-K for our fiscal year ended September 30, 2017,2022, filed on December 19, 2017.16, 2022. You should carefully consider these risk factors in conjunction with the other information contained in this Quarterly Report.Report and other reports we file with the SEC. Should any of these risks materialize or deteriorate further, our business, financial condition and future prospects could be negatively impacted. As of February
None.
None.
Not applicable.
(a)Exhibits Required by Item 601 of Regulation S-K
Exhibit Number | Title of Document | |
31(ii) | ||
Certification of Chief Financial Officer under Section 302 of Sarbanes-Oxley Act of 2002 (filed herewith). | ||
32 | ||
Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith). | ||
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NATURES
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 thereunto duly authorized.
Track Group, Inc. | |||
Date: | By: | /s/ Derek Cassell | |
Derek Cassell, Chief Executive Officer Officer)(Principal Executive | |||
Date: | By: | /s/ Peter K. Poli | |
Peter K. Poli, Chief Financial Officer (Principal Financial and Accounting Officer) |