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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 14, 2025
 

 
REKOR SYSTEMS, INC. 
(Exact name of registrant as specified in its charter)
 

 
Delaware
 
001-38338
 
81-5266334
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
6721 Columbia Gateway Drive, Suite 400, Columbia, MD 21046
(Address of Principal Executive Offices)
 
Registrant’s Telephone Number, Including Area Code: (410) 762-0800
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $0.0001 par value per share
 
REKR
 
The Nasdaq Stock Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
 
Emerging Growth Company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


 
Item 2.02          Results of Operations and Financial Condition.
 
On May 14, 2025, Rekor Systems, Inc. (the “Company”) issued a press release summarizing the Company’s financial results for the first quarter ending March 31, 2025.  A copy of this press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
 
The foregoing information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
 
A conference call has been scheduled for May 14, 2025, at 4:30 PM ET. Listeners may access the call live by telephone at (877) 407-8037 (toll free) and internationally at (201) 689-8037; or, via the Internet at https://event.choruscall.com/mediaframe/webcast.html?webcastid=Po9nBsMQ . An archived webcast will also be available to replay this conference call directly from the investor relations section of the Company’s website at https://www.rekor.ai/investors. 
 
In its discussion, management may reference certain non-GAAP financial measures related to company performance. A reconciliation of that information to the most directly comparable GAAP measures is provided in the press release, furnished herewith, and a copy of which can also be accessed in the investor relations section of the Company’s website referenced above.
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number
 
Title
99.1
 
104
 
Cover Page Interactive Data File (embedded with the Inline XBRL document).
 


 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
REKOR SYSTEMS, INC.
   
Date: May 14, 2025
/s/ Eyal Hen
 
Name: Eyal Hen
Title:  Chief Financial Officer
 
 
 
 
EX-99.1 2 ex_817270.htm EXHIBIT 99.1 ex_817270.htm

Exhibit 99.1

 

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Rekor Systems Reports First Quarter 2025 Financial Results

Company to Further Strengthen Financial Position, Improve Operations, and Expand Technology Capabilities to Drive Long-Term Growth as Part of Strategic Transformation

 

 

Gross Revenue: Quarterly gross revenue of $9.2 million, representing a 6% decrease from $9.8 million in 2024.

 

Improved Adjusted EBITDA: Substantially narrowed Adjusted EBITDA loss from $9.4 million in Q1 2024 to $7.4 million in Q1 2025, underscoring enhanced operational efficiency.

 

COLUMBIA, MD – May 14, 2025 – Rekor Systems, Inc. (NASDAQ: REKR), a global leader in roadway intelligence, today announced its financial results for the first quarter that ended March 31, 2025.

 

"While our first quarter revenues showed a modest regression to $9.2 million due to various factors, our focus on operational efficiency has delivered considerable progress, reflected in a significant improvement in Adjusted EBITDA. By narrowing our loss from $9.4 million to $7.4 million quarter-over-quarter, we've demonstrated disciplined financial management and are well-positioned to drive sustainable profitability," said Rekor CFO Eyal Hen.

 

"As we report this quarter's results, I want to emphasize the demonstrable results of our current strategic focus that we believe will drive stronger, more predictable, and scalable growth moving forward," said Robert A. Berman, Chair and interim CEO of Rekor. "It became clear that our prior structure did not fully support the revenue-driven execution that our shareholders expect. We dedicated significant resources anticipating long range growth instead of aligning the organization to deliver consistently against concrete near term revenue goals. That has changed."

 

"As a result of a comprehensive evaluation of our operations, we have implemented a General Manager (GM) structure that brings clear accountability and sharpens our focus on customers," Berman continued. "Each business unit now has dedicated leadership with full profit-and-loss responsibility, allowing us to operate with greater agility, accelerate innovation, advance our technology roadmap, and scale more efficiently across domestic and international markets."

 

"I want to emphasize that we are building on a solid financial foundation, with a set of products that have fully demonstrated their capacity to serve massive markets worldwide. With improved operational efficiency as we continue to strengthen our technological capabilities, we are confident in our ability to deliver near term results on our growth plans," Berman concluded.

 

Three Months Ended December 31, 2025 Financial Results

 

This section highlights the changes for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

 

Revenues and Cost of Revenue, excluding Depreciation and Amortization

 

   

Three Months Ended March 31,

                 
   

2025

   

2024

   

Change

 
   

(Dollars in thousands, except percentages)

   

$

   

%

 

Revenue

  $ 9,198     $ 9,778     $ (580 )     -6 %

Cost of revenue, excluding depreciation and amortization

    4,761       5,285       (524 )     -10 %

Adjusted Gross Profit

  $ 4,437     $ 4,493     $ (56 )     -1 %

Adjusted Gross Margin

    48.2 %     46.0 %     2.2 %     4.8 %

 







 

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The decrease in revenue for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily attributable to adverse weather conditions and a slowdown in project activity, partially driven by ongoing uncertainty within the government sector.

 

For the three months ended March 31, 2025, cost of revenue, excluding depreciation and amortization decreased compared to the corresponding prior periods primarily due to a decreased in personnel and other direct costs such as hardware which are tied to lower revenue.

 

Loss from Operations

 

   

Three Months Ended March 31,

                 
   

2025

   

2024

   

Change

 
   

(Dollars in thousands, except percentages)

   

$

   

%

 

Loss from operations

  $ (10,139 )   $ (12,916 )   $ 2,777       22 %

 

Loss from operations for the three months ended December 31, 2025, compared to the three months ended December 31, 2024, decreased primarily due to a reduction in payroll and payroll related costs as a result of cost containment efforts intended to conform to current operations. 

 

EBITDA and Adjusted EBITDA

 

The Company calculates EBITDA as net loss before interest, taxes, depreciation, and amortization. The Company calculates Adjusted EBITDA as net loss before interest, taxes, depreciation, and amortization, adjusted for (i) impairment of intangible assets, (ii) loss on extinguishment of debt, (iii) stock-based compensation, (iv) losses or gains on sales of subsidiaries, and (v) other unusual or non-recurring items. EBITDA and Adjusted EBITDA are not measurements of financial performance or liquidity under accounting principles generally accepted in the U.S. ("U.S. GAAP") and should not be considered as an alternative to net earnings or cash flow from operating activities as indicators of our operating performance or as a measure of liquidity or any other measures of performance derived in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA are presented because we believe they are frequently used by securities analysts, investors, and other interested parties to evaluate a Company 's ability to service and/or incur debt. However, other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do.

 







 

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The following table sets forth the components of the EBITDA and Adjusted EBITDA for the periods included (dollars in thousands):

 

   

Three Months Ended March 31,

 
   

2025

   

2024

 

Net loss

  $ (10,874 )   $ (18,614 )

Interest

    590       1,054  

Depreciation and amortization

    1,556       2,332  

EBITDA

  $ (8,728 )   $ (15,228 )
                 

Share-based compensation

  $ 1,370     $ 1,167  

Loss on extinguishment of debt

    -       4,693  

Adjusted EBITDA

  $ (7,358 )   $ (9,368 )

 

Rekor has scheduled a conference call to discuss the first quarter 2025 results on Thursday March 15, 2025, at 4:30 P.M. (Eastern).

 

Any person interested in participating in the call should please dial in approximately 10 minutes prior to the start of the call using the following information:

 

North America: 877-407-8037/ 201-689-8037

 

International: 

Click here for participant International Toll-Free access numbers

 

Webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=Po9nBsMQ

 

REPLAY INFORMATION

A replay will be made available online approximately two hours following the live call for a period of two weeks. To access the replay, use the following numbers:

Replay Dial-In: 877-660-6853 / 201-612-7415

Access ID: 13751639

 

An archived webcast will also be available to replay this conference call directly from the Company's website under Investors, Events & Presentations.

 

About Rekor Systems, Inc.

Rekor Systems, Inc. (NASDAQ: REKR) is a leader in developing and implementing state-of-the-art roadway intelligence systems using AI-enabled computer vision and machine learning. As a pioneer in the implementation of digital infrastructure, Rekor is collecting, connecting, and organizing the world's mobility data – laying the foundation for a digitally-enabled operating system for the roadway. With our Rekor One® Roadway Intelligence Engine at the core of our technology, we aggregate and transform trillions of data points into intelligence through proprietary computer vision, machine learning, and big data analytics that power our platforms and applications. Our solutions provide actionable insights that give governments and businesses a comprehensive picture of roadways while providing a collaborative environment that drives the world to be safer, greener, and more efficient. To learn more, please visit our website: https://rekor.ai, and follow Rekor on social media on LinkedIn, X (formerly Twitter), Threads, and Facebook.

 







 

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Forward-Looking Statements

 

This press release and its links and attachments contain statements concerning Rekor Systems, Inc. and its future expectations, plans, and prospects that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the impact of Rekor's core suite of AI-powered technology and the size and shape of the global market for ALPR systems. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," by the negative of these terms or by other similar expressions. You are cautioned that such statements are subject to many risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual circumstances, events or results may differ materially from those projected in the forward-looking statements, particularly as a result of various risks and other factors identified in our filings with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management's assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events, or otherwise.

 

 

Company Contact:

Rekor Systems, Inc.

Eyal Hen

Chief Financial Officer

Phone: +1 (443) 545-7260

ehen@rekor.ai

 

Media & Investor Relations Contact:                                                                          

Rekor Systems, Inc.

Charles Degliomini
ir@rekor.ai

 



 

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REKOR SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

 

   

March 31, 2025

   

December 31, 2024

 
   

(Unaudited)

         

ASSETS

               

Current assets

               

Cash and cash equivalents

  $ 3,851     $ 5,013  

Restricted cash

    458       316  

Accounts receivable, net

    7,582       7,232  

Inventory

    4,196       4,297  

Note receivable, current portion

    340       340  

Other current assets

    3,526       2,732  

Total current assets

    19,953       19,930  

Long-term assets

               

Property and equipment, net

    10,418       11,048  

Right-of-use operating lease assets, net

    7,721       9,348  

Right-of-use financing lease assets, net

    2,338       2,317  

Goodwill

    24,313       24,313  

Intangible assets, net

    14,150       14,450  

Note receivable, long-term

    57       142  

Deposits

    852       927  

Total long-term assets

    59,849       62,545  

Total assets

  $ 79,802     $ 82,475  

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Current liabilities

               

Accounts payable and accrued expenses

  $ 4,545     $ 4,330  

Notes payable, current portion

    1,000       1,000  

Loan payable, current portion

    80       79  

Lease liability operating, short-term

    822       2,310  

Lease liability financing, short-term

    959       900  

Contract liabilities

    4,574       3,439  

Liability for ATD Holdback Shares, at fair value

    -       1,036  

Other current liabilities

    4,900       5,129  

Total current liabilities

    16,880       18,223  

Long-term Liabilities

               

Series A Prime Revenue Sharing Notes, net of debt discount of $231 and $263, respectively

    9,769       9,737  

Series A Prime Revenue Sharing Notes - related party, net of debt discount of $115 and $132, respectively

    4,885       4,868  

Loan payable, long-term

    174       194  

Lease liability operating, long-term

    11,850       12,371  

Lease liability financing, long-term

    1,012       977  

Contract liabilities, long-term

    1,207       1,298  

Deferred tax liability

    79       79  

Other non-current liabilities

    587       587  

Total long-term liabilities

    29,563       30,111  

Total liabilities

    46,443       48,334  

Commitments and contingencies (Note 8)

               

Stockholders' equity

               

Preferred stock, $0.0001 par value, 2,000,000 authorized, 505,000 shares designated as Series A and 240,861 shares designated as Series B as of March 31, 2025 and December 31, 2024, respectively. No preferred stock was issued or outstanding as of March 31, 2025 or December 31, 2024, respectively.

    -       -  

Common stock, $0.0001 par value; 300,000,000 authorized shares; 111,135,956 and 104,700,593 shares issued as of March 31, 2025 and December 31, 2024, respectively; 110,912,209 and 104,541,073 shares outstanding as of March 31, 2025 and December 31, 2024, respectively.

    11       10  

Treasury stock, 223,747 and 159,520 shares as of March 31, 2025 and December 31, 2024, respectively.

    (804 )     (711 )

Additional paid-in capital

    305,119       294,935  

Accumulated deficit

    (270,967 )     (260,093 )

Total stockholders’ equity

    33,359       34,141  

Total liabilities and stockholders’ equity

  $ 79,802     $ 82,475  

 







 

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REKOR SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)

 

   

Three Months Ended March 31,

 
   

2025

   

2024

 

Revenue

  $ 9,198     $ 9,778  

Cost of revenue, excluding depreciation and amortization

    4,761       5,285  
                 

Operating expenses:

               

General and administrative expenses

    7,286       7,662  

Selling and marketing expenses

    1,757       2,414  

Research and development expenses

    3,977       5,001  

Depreciation and amortization

    1,556       2,332  

Total operating expenses

    14,576       17,409  
                 

Loss from operations

    (10,139 )     (12,916 )

Other income (expense):

               

Loss on extinguishment of debt

    -       (4,693 )

Interest expense, net

    (590 )     (1,054 )

Other (expense) income

    (145 )     49  

Total other expense

    (735 )     (5,698 )

Net loss

  $ (10,874 )   $ (18,614 )

Loss per common share

  $ (0.10 )   $ (0.24 )
Weighted average shares outstanding                

Basic and diluted

    106,815,912       78,894,017