[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
|
For
the fiscal year ended September 30, 2019
|
|
or
|
|
|
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition
period from ____________
to ___________
|
Delaware
|
|
87-0543981
|
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer [ ]
|
Accelerated
filer [
]
|
Non-accelerated filer [
]
|
Smaller reporting company [X]
|
|
Emerging growth company [ ]
|
Track Group, Inc.
FORM 10-K
For the Fiscal Year Ended September 30,
2019
INDEX
|
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|
Page
|
|
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||
1
|
||
7
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||
14
|
||
14
|
||
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||
|
||
5
|
||
17
|
||
23
|
||
24
|
||
24
|
||
24
|
||
24
|
||
|
||
25
|
||
25
|
||
25
|
||
25
|
||
25
|
||
|
||
|
||
26
|
||
|
|
|
|
|
2019
|
%
|
2018
|
%
|
|
|
|
|
|
Customer
A
|
$8,570,404
|
25%
|
$9,201,502
|
30%
|
Customer
B
|
$3,549,273
|
10%
|
$3,772,540
|
12%
|
Customer
C
|
$2,507,577
|
7%
|
$2,468,472
|
8%
|
|
2019
|
%
|
2018
|
%
|
|
|
|
|
|
Customer
A
|
$1,538,775
|
23%
|
$1,689,976
|
28%
|
Customer
B
|
$844,241
|
12%
|
$594,626
|
10%
|
Customer
C
|
$410,033
|
6%
|
$428,560
|
7%
|
Trademark
|
Application
Number
|
Registration
Number
|
Status/
Next Action
|
Mobile911
Siren with 2-Way Voice Communication &
Design®
|
76/013,886
|
2,595,328
|
Registered
|
TrackerPAL®
|
78/843,035
|
3,345,878
|
Registered
|
Mobile911®
|
78/851,384
|
3,212,937
|
Registered
|
TrackerPAL®
|
CA
1,315,487
|
749,417
|
Registered
|
TrackerPAL®
|
MX
805,365
|
960954
|
Registered
|
ReliAlert™
|
85/238,049
|
4200738
|
Registered
|
SecureCuff™
|
85/626037
|
4271621
|
Registered
|
SecureAlert™
|
86/031,550
|
4623370
|
Registered
|
TrackGroup™
|
86/301716
|
4701636
|
Registered
|
Track
Group™ and Design
|
86/469103
|
4793747
|
Registered
|
Track
Group™ and Design*
|
MP
1257077
|
1257077
|
Registered
|
V-TRCK®
|
87/151142
|
5330916
|
Registered
|
US Patents
|
Application
Serial No.
|
Date Filed
|
Patent No.
|
Issue Date
|
Remote
Tracking and Communication Device
|
11/202427
|
10-Aug-05
|
7330122
|
12-Feb-08
|
Remote
Tracking and Communications Device
|
12/028088
|
8-Feb-08
|
7804412
|
28-Sep-10
|
Remote
Tracking and Communications Device
|
12/875,988
|
3-Sep-10
|
8031077
|
4-Oct-11
|
Alarm
and Alarm Management System for Remote Tracking
Devices
|
11/486992
|
14-Jul-06
|
7737841
|
15-Jun-10
|
Alarm
and Alarm Management System for Remote Tracking
Devices
|
12/792,572
|
2-Jun-10
|
8013736
|
6-Sep-11
|
A
Remote Tracking Device and a System and Method for
Two-Way
Voice Communication Between the Device and a Monitoring
Center
|
11/486989
|
14-Jul-06
|
8797210
|
5-Aug-14
|
A
Remote Tracking Device and a System and Method for
Two-Way
Voice Communication Between the Device and a Monitoring
Center
|
14/323,831
|
3-Jul-14
|
9491289
|
8-Nov-16
|
A
Remote Tracking System with a Dedicated Monitoring
Center
|
11/486976
|
14-Jul-06
|
7936262
|
3-May-11
|
Remote
Tracking System and Device with Variable Sampling
and
Sending Capabilities Based on Environmental Factors
|
11/486991
|
14-Jul-06
|
7545318
|
9-Jun-09
|
Tracking
Device Incorporating Enhanced Security Mounting Strap
|
12/818,453
|
18-Jun-10
|
8,514,070
|
20-Aug-13
|
Tracking
Device Incorporating Cuff with Cut Resistant Materials
|
14/307,260
|
17-Jun-14
|
9129504
|
8-Sep-15
|
A
System and Method for Monitoring Individuals Using a
Beacon
and Intelligent Remote Tracking Device
|
12/399151
|
6-Mar-09
|
8232876
|
31-Jul-12
|
International Patents
|
Application
Serial No.
|
Date Filed
|
Patent No.
|
Issue Date
|
Remote
Tracking and Communication Device - Canada
|
2617923
|
4-Aug-06
|
2617923
|
7-Jun-16
|
Remote
Tracking and Communication Device - Mexico
|
MX/a/2008/001932
|
4-Aug-06
|
278405
|
24-Aug-10
|
Secure
Strap Mounting System for an Offender Tracking
Device
- EPO
|
10009091.9
|
9-Jan-10
|
|
Pending
|
Secure
Strap Mounting System for an Offender Tracking
Device
- Brazil
|
PI11001593
|
28-Feb-11
|
|
Pending
|
Secure
Strap Mounting System for an Offender Tracking
Device
- Mexico
|
MX/a/2011/002283
|
28-Feb-11
|
319057
|
4-Apr-14
|
Secure Strap
Mounting System for an Offender Tracking
Device -
Canada
|
2732654
|
25-Oct-13
|
2732654
|
1-May-18
|
A
System and Method for Monitoring Individuals Using a
Beacon
and Intelligent Remote Tracking Device - Brazil
|
PI0909172-6
|
1-Sep-10
|
|
Pending
|
A
System and Method for Monitoring Individuals Using a
Beacon
and Intelligent Remote Tracking Device - Canada
|
2717866
|
3-Sep-10
|
2717866
|
17-May-16
|
A
System and Method for Monitoring Individuals Using a
Beacon
and Intelligent Remote Tracking Device - EPO
|
09 716 860.3
|
6-Oct-10
|
2260482
|
9-Jan-13
|
A
System and Method for Monitoring Individuals Using a
Beacon
and Intelligent Remote Tracking Device - United
Kingdom
|
Refer
to EP Patent # 2260482
|
|||
A
System and Method for Monitoring Individuals Using a
Beacon
and Intelligent Remote Tracking Device - Mexico
|
MX/a/2010/009680
|
2-Sep-10
|
306920
|
22-Jan-13
|
●
|
making it more difficult for us to make payments on our
debt;
|
|
|
●
|
increasing our vulnerability to general economic and industry
conditions;
|
|
|
●
|
requiring a substantial portion of cash flow from operations to be
dedicated to the payment of principal and interest on our debt,
thereby reducing our ability to use our cash flow to fund our
operations, capital expenditures, and future business
opportunities;
|
|
|
●
|
restricting us from making strategic acquisitions or causing us to
make non-strategic divestitures;
|
|
|
●
|
limiting our ability to obtain additional financing for working
capital, capital expenditures, product development, debt service
requirements, acquisitions, and general corporate or other
purposes; and
|
|
|
●
|
limiting our ability to adjust to changing market conditions and
placing us at a competitive disadvantage compared to our
competitors who may be less highly leveraged.
|
●
|
the potential disruption of our existing business;
|
|
|
●
|
entering new markets or industries in which we have limited prior
experience;
|
|
|
●
|
difficulties integrating and retaining key management, sales,
research and development, production and other personnel or
diversion of management attention from ongoing business concerns to
integration matters;
|
|
|
●
|
difficulties integrating or expanding information technology
systems and other business processes or administrative
infrastructures to accommodate the acquired
businesses;
|
|
|
●
|
complexities associated with managing the combined businesses due
to multiple physical locations;
|
|
|
●
|
risks associated with integrating financial reporting and internal
control systems; and
|
|
|
●
|
whether any necessary additional debt or equity financing will be
available on terms acceptable to us, or at all, and the impact of
such financing on our operating performance and results of
operations.
|
●
|
actual or anticipated variations in our interim or annual
results;
|
|
|
●
|
announcements of new services, products, acquisitions or strategic
relationships within the industry;
|
|
|
●
|
changes in accounting treatments or principles;
|
|
|
●
|
changes in earnings estimates by securities analysts and in analyst
recommendations; and
|
|
|
●
|
general political, economic, regulatory and market
conditions.
|
Fiscal Year Ended September 30,
2019
|
High
|
Low
|
First Quarter ended December 31,
2018
|
$0.95
|
$0.47
|
Second
Quarter ended March 31, 2019
|
$0.69
|
$0.50
|
Third
Quarter ended June 30, 2019
|
$0.57
|
$0.52
|
Fourth
Quarter ended September 30, 2019
|
$0.53
|
$0.51
|
Fiscal Year Ended September 30,
2018
|
High
|
Low
|
First Quarter ended December 31,
2017
|
$1.47
|
$1.05
|
Second
Quarter ended March 31, 2018
|
$1.22
|
$1.01
|
Third
Quarter ended June 30, 2018
|
$1.13
|
$0.99
|
Fourth
Quarter ended September 30, 2018
|
$1.02
|
$0.90
|
Plan category
|
Number of securities to be issued upon exercise of outstanding
options, warrants and rights
|
Weighted-average
exercise price
of outstanding options, warrants
and rights
|
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in column
(a)
|
|
(a)
|
|
|
Equity
compensation plans approved by security holders
|
616,655
|
$1.61
|
27,218
|
Equity
compensation approved by Board of Directors outside of 2012
Plan
|
68,604
|
1.15
|
-
|
Total
|
685,259
|
$1.56
|
27,218
|
●
|
Overview – a general description of our business and the
markets in which we operate; our objectives; our areas of focus;
and challenges and risks of our business.
|
●
|
Results of Operations – an analysis of our consolidated
results of operations for the last two fiscal years presented in
our consolidated financial statements.
|
●
|
Liquidity and Capital Resources – an analysis of cash flows;
off-balance sheet arrangements and aggregate contractual
obligations; and the impact of inflation and changing
prices.
|
●
|
Off-Balance Sheet Arrangements
|
●
|
Critical Accounting Policies – a discussion of accounting
policies that require critical judgments and
estimates.
|
|
Payments
due in less than 1 year
|
Payments
due in
1 – 3 years
|
Payments
due in
3 – 5 years
|
Total
|
Operating
leases
|
$257,450
|
$407,411
|
$3,612
|
$668,473
|
Report
of Eide Bailly LLP
|
F-2
|
Consolidated
Balance Sheets
|
F-3
|
Consolidated
Statements of Operations and Comprehensive Loss
|
F-4
|
Consolidated
Statements of Stockholders’ Equity (Deficit)
|
F-5
|
Consolidated
Statements of Cash Flows
|
F-7
|
Notes
to the Consolidated Financial Statements
|
F-9
|
Exhibit Number
|
Title
of Document
|
|
|
Articles of Transfer of Track Group, Inc., a Utah corporation,
dated August 5, 2016 (previously filed on August 9, 2016
as Exhibit 3(i)(3) to the Form 10-Q for the quarter ended June 30,
2016).
|
|
Certificate of Conversion Converting Track Group, Inc., a Utah
corporation, to Track Group, Inc., a Delaware corporation, dated
August 5, 2016 (previously filed on August 9, 2016 as Exhibit
3(i)(4) to the Form 10-Q for the quarter ended June 30,
2016).
|
|
Certificate of Incorporation of Track Group, Inc., a Delaware
corporation (previously filed on August 9, 2016 as Exhibit 3(i)(5)
to the Form 10-Q for the quarter ended June 30,
2016).
|
|
Certificate of Designation of the Relative Rights and Preferences
of the Series A Convertible Preferred Stock, dated October 12, 2017
(previously filed as Exhibit 3.1 to our Current Report on Form 8-K,
filed on October 13, 2017).
|
|
Bylaws of Track Group, Inc., a Delaware corporation (previously
filed on August 9, 2016 as Exhibit 3(ii)(2) to the Form 10-Q for
the quarter ended June 30, 2016).
|
|
2012 Equity Incentive Award Plan (previously filed as Exhibit to
Definitive Proxy Statement, filed October 25, 2011, and amended in
accordance with the Company’s Definitive Proxy Statement,
filed April 9, 2015).
|
|
Amended and Restated Facility Agreement, dated June 30, 2015, by
and between Track Group, Inc. and Conrent Invest S.A, acting on
behalf of its compartment “Safety 2” (incorporated
by reference to our Current Report on Form 8-K, filed on July
15, 2015).
|
|
Loan Agreement between Sapinda Asia Limited and Track Group, Inc.,
dated September 14, 2015 (incorporated by reference to our Current
Report on Form 8-K, filed on September 28,
2015).
|
|
Loan Agreement, by and between Conrent Invest S.A., acting with
respect to its Compartment Safety III, and Track Group, Inc., dated
May 1, 2016 (previously filed in August 2016 as an Exhibit to the
Form 10-Q for the nine months ended June 30,
2016).
|
|
Employment agreement, by and between Track Group Inc. and Peter
Poli, dated December 12, 2016 (incorporated by reference to our
Current Report on Form 8-K, filed December 16,
2016).
|
|
Employment Agreement by and between Track Group, Inc. and Derek
Cassell dated, December 1, 2016 (incorporated by reference to
Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed February
14, 2017).
|
|
Services Agreement, dated December 7, 2016 (incorporated by
reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q,
filed February 14, 2017).
|
|
Amendment No. 1 to Employment Agreement by and between Track Group
Inc. and Derek Cassell, dated February 13, 2017 (incorporated by
reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q,
filed February 14, 2017).
|
|
Amendment No. 1 to Loan Agreement between Sapinda Asia Limited and
Track Group, Inc., dated March 13, 2017 (incorporated by reference
to our Current Report on Form 8-K, filed on March 20,
2017).
|
|
Debt Exchange Agreement between Track Group, Inc. and Conrent
Invest S.A., dated October 9, 2017 (incorporated by reference to
our Current Report on Form 8-K, filed on October 13,
2017).
|
|
Amendment No. 1 to Employment Agreement by and between Track Group,
Inc. and Peter K. Poli dated, January 3, 2018 (incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K, filed
January 5, 2018).
|
Amendment No. 2 to Employment Agreement by and between Track Group
Inc. and Derek Cassell, dated January 3, 2018 (incorporated by
reference to Exhibit 10.2 to our Current Report on Form 8-K, filed
January 5, 2018).
|
|
Monitoring Services Agreement by and between Track Group, Inc. and
Marion County Community Corrections Agency, dated December 18, 2017
(incorporated by reference to Exhibit 10.1 to our Quarterly Report
on Form 10-Q, filed February 8, 2018).
|
|
Monitoring Services Agreement by and between Track Group, Inc. and
Gendarmeria of Chile, dated January 18, 2018 (incorporated by
reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q,
filed May 11, 2018).
|
|
Amendment Agreement by and between Track Group, Inc. and Conrent
Invest S.A., dated July 19, 2018 (incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K, filed July 19,
2018).
|
|
Amendment Agreement by and between Track Group, Inc. and Conrent
Invest S.A., dated February 24, 2019 (incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K, filed February 28,
2019).
|
|
Code of Business Conduct & Ethics (incorporated by reference to
our Annual Report on Form 10-K, filed January 28,
2019).
|
|
Subsidiaries of the Registrant (incorporated by reference to
Amendment No. 1 to our Annual Report on Form 10-K, filed January
28, 2019).
|
|
Certification
of Chief Executive Officer under Section 302 of Sarbanes-Oxley Act
of 2002 (filed herewith).
|
|
Certification
of Chief Financial Officer under Section 302 of Sarbanes-Oxley Act
of 2002 (filed herewith).
|
|
Certifications
under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350) (filed herewith).
|
101.INS
|
XBRL
INSTANCE DOCUMENT
|
101.SCH
|
XBRL
TAXONOMY EXTENSION SCHEMA
|
101.CAL
|
XBRL
TAXONOMY EXTENSION CALCULATION LINKBASE
|
101.DEF
|
XBRL
TAXONOMY EXTENSION DEFINITION LINKBASE
|
101.LAB
|
XBRL
TAXONOMY EXTENSION LABEL LINKBASE
|
101.PRE
|
XBRL
TAXONOMY EXTENSION PRESENTATION LINKBASE
|
|
Track
Group, Inc.
|
|
|
By:
|
/s/ Derek Cassell
|
|
|
Derek Cassell
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
By:
|
/s/ Peter K. Poli
|
|
|
Peter K. Poli
Chief Financial Officer (Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Guy Dubois
|
|
Chairman
of the Board
|
|
January
10, 2020
|
Guy
Dubois
|
|
|
|
|
|
|
|
|
|
/s/ Karen Macleod
|
|
Director
|
|
January
10, 2020
|
Karen
Macleod
|
|
|
|
|
|
|
|
|
|
/s/
Karim Sehnaoui
|
|
Director
|
|
January
10, 2020
|
|
|
Page
|
|
|
|
|
F-2
|
|
|
F-3
|
|
|
F-4
|
|
|
F-5
|
|
|
F-7
|
|
|
F-9
|
Assets
|
2019
|
2018
|
Current assets:
|
|
|
Cash
|
$6,896,711
|
$5,446,557
|
Accounts
receivable, net of allowance for doubtful accounts of $2,454,281
and $3,152,966, respectively
|
6,763,236
|
5,978,896
|
Note
receivable, net of allowances for doubtful accounts of $234,733, at
September 30, 2018
|
-
|
-
|
Prepaid
expense and other
|
1,339,465
|
1,270,043
|
Inventory,
net of reserves of $26,934, respectively
|
274,501
|
277,119
|
Total
current assets
|
15,273,913
|
12,972,615
|
Property
and equipment, net of accumulated depreciation of $2,248,913 and
$1,999,222, respectively
|
675,037
|
745,475
|
Monitoring
equipment, net of accumulated amortization of $6,322,768 and
$5,325,654, respectively
|
2,624,900
|
3,162,542
|
Intangible
assets, net of accumulated amortization of $14,157,090 and
$12,016,512, respectively
|
21,955,679
|
23,253,054
|
Goodwill
|
8,187,911
|
8,076,759
|
Deferred
tax asset
|
540,563
|
-
|
Other
assets
|
124,187
|
145,839
|
Total
assets
|
$49,382,190
|
$48,356,284
|
|
|
|
Liabilities and Stockholders’ Equity (Deficit)
|
|
|
Current liabilities:
|
|
|
Accounts
payable
|
2,628,003
|
2,518,030
|
Accrued
liabilities
|
13,828,696
|
10,333,103
|
Current
portion of long-term debt
|
33,827,689
|
30,437,810
|
Total
current liabilities
|
50,284,388
|
43,288,943
|
Long-term
debt, net of current portion
|
-
|
3,428,975
|
Total
liabilities
|
50,284,388
|
46,717,918
|
|
|
|
Commitments and contingencies (Note 11)
|
-
|
-
|
|
|
|
Stockholders’ equity (deficit):
|
|
|
Common
stock, $0.0001 par value: 30,000,000 shares authorized;
11,401,650 shares outstanding, respectively
|
1,140
|
1,140
|
Series
A Convertible Preferred stock, $0.0001 par value: 1,200,000 shares
authorized; 0 shares outstanding
|
-
|
-
|
Paid
in capital
|
302,250,556
|
302,102,866
|
Accumulated
deficit
|
(302,152,292)
|
(299,495,370)
|
Accumulated
other comprehensive loss
|
(1,001,602)
|
(970,270)
|
Total
equity (deficit)
|
(902,198)
|
1,638,366
|
Total
liabilities and stockholders’ equity (deficit)
|
$49,382,190
|
$48,356,284
|
|
2019
|
2018
|
Revenue:
|
|
|
Monitoring
and other related services
|
$32,100,370
|
$29,943,563
|
Product
sales and other
|
1,918,782
|
626,656
|
Total
revenue
|
34,019,152
|
30,570,219
|
|
|
|
Cost of revenue:
|
|
|
Monitoring,
products and other related services
|
12,989,186
|
11,511,341
|
Depreciation
and amortization
|
2,012,975
|
1,856,734
|
Total
cost of revenue
|
15,002,161
|
13,368,075
|
|
|
|
Gross profit
|
19,016,991
|
17,202,144
|
|
|
|
Operating expense:
|
|
|
General
& administrative
|
12,243,459
|
13,983,924
|
(Gain)
/ loss on sale of asset
|
(10,563)
|
(8,500)
|
Selling
& marketing
|
2,257,101
|
1,895,452
|
Research
& development
|
1,313,499
|
862,142
|
Depreciation
& amortization
|
2,047,980
|
2,120,746
|
Total operating
expense
|
17,851,476
|
18,853,764
|
|
|
|
Income (loss) from operations
|
1,165,515
|
(1,651,620)
|
|
|
|
Other income (expense):
|
|
|
Interest
income
|
23,929
|
242,973
|
Interest
expense
|
(2,403,047)
|
(3,004,983)
|
Currency
exchange rate gain (loss)
|
(466,140)
|
(445,426)
|
Other
income/expense, net
|
143
|
23,740
|
Total other income (expense)
|
(2,845,115)
|
(3,183,696)
|
Net loss before income taxes
|
(1,679,600)
|
(4,835,316)
|
Income
tax expense
|
884,353
|
592,725
|
Net loss attributable to common stockholders
|
(2,563,953)
|
(5,428,041)
|
Foreign
currency translation adjustments
|
(31,332)
|
(294,719)
|
Comprehensive loss
|
$(2,595,285)
|
$(5,722,760)
|
Net
loss per common share, basic and diluted
|
$(0.23)
|
$(0.51)
|
Weighted
average common shares outstanding, basic and diluted
|
11,213,431
|
10,732,523
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Comprehensive
Loss
|
Total
|
|
|
|
|
|
|
|
Balance as of October 1, 2018
|
11,401,650
|
$1,140
|
$302,102,866
|
$(299,495,370)
|
$(970,270)
|
$1,638,366
|
|
|
|
|
|
|
|
ASC
606 modified retrospective adjustment
|
-
|
-
|
-
|
(92,969)
|
-
|
(92,969)
|
|
|
|
|
|
|
|
Amortization
of equity-based compensation granted to employees
|
-
|
-
|
147,690
|
-
|
-
|
147,690
|
|
|
|
|
|
|
|
Foreign
currency translation adjustments
|
-
|
-
|
-
|
-
|
(31,332)
|
(31,332)
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
(2,563,953)
|
-
|
(2,563,953)
|
|
|
|
|
|
|
|
Balance as of September 30, 2019
|
11,401,650
|
$1,140
|
$302,250,556
|
$(302,152,292)
|
$(1,001,602)
|
$(902,198)
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Comprehensive
Loss
|
Total
|
|
|
|
|
|
|
|
Balance as of October 1, 2017
|
10,480,984
|
$1,048
|
$300,717,861
|
$(294,067,329)
|
$(675,822)
|
$5,975,758
|
|
|
|
|
|
|
|
Modification
of warrants
|
-
|
-
|
162,418
|
-
|
-
|
162,418
|
|
|
|
|
|
|
|
Cancellation
of Common Stock issued to Board Member
|
(18,551)
|
(2)
|
2
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Issuance
of Common Stock for Board of Director fees
|
266,358
|
27
|
364,696
|
-
|
-
|
364,723
|
|
|
|
|
|
|
|
Issuance
of Common Stock to employees for services
|
672,859
|
67
|
638,848
|
-
|
-
|
638,915
|
|
|
|
|
|
|
|
Issuance
of Common Stock Warrants for Board of Director fees
|
-
|
-
|
75,000
|
-
|
-
|
75,000
|
|
|
|
|
|
|
|
Amortization
of equity-based compensation granted to employees
|
-
|
-
|
144,041
|
-
|
-
|
144,041
|
|
|
|
|
|
|
|
Foreign
currency translation adjustments
|
-
|
-
|
-
|
-
|
(294,448)
|
(294,448)
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
(5,428,041)
|
-
|
(5,428,041)
|
|
|
|
|
|
|
|
Balance as of September 30, 2018
|
11,401,650
|
$1,140
|
$302,102,866
|
$(299,495,370)
|
$(970,270)
|
$1,638,366
|
|
2019
|
2018
|
Cash flows from operating activities:
|
|
|
Net
loss
|
$(2,563,953)
|
$(5,428,041)
|
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
|
|
Depreciation
and amortization
|
4,060,955
|
3,977,480
|
Bad
debt expense
|
655,480
|
182,045
|
Accretion
of debt discount
|
-
|
185,811
|
Stock
based compensation
|
21,465
|
1,719,844
|
(Gain)
/ loss on disposal of property and equipment
|
(10,563)
|
(8,500)
|
Loss
on monitoring equipment included on cost of sales
|
355,117
|
390,098
|
Foreign
currency exchange loss
|
466,140
|
445,426
|
Change
in assets and liabilities:
|
|
|
Accounts
receivable, net
|
(1,418,487)
|
(556,160)
|
Inventories
|
498,936
|
-
|
Prepaid
expense and other assets
|
(755,050)
|
2,187,162
|
Accounts
payable and accrued expense
|
3,761,610
|
2,935,427
|
Net
cash provided by operating activities
|
5,071,650
|
6,030,592
|
|
|
|
Cash flow from investing activities:
|
|
|
Purchase
of property and equipment
|
(277,332)
|
(154,373)
|
Capitalized
software
|
(1,181,308)
|
(1,083,745)
|
Purchase
of monitoring equipment and parts
|
(1,820,206)
|
(1,305,586)
|
Proceeds
from sale of assets
|
10,563
|
8,500
|
Net
cash used in investing activities
|
(3,268,283)
|
(2,535,204)
|
|
|
|
Cash flow from financing activities:
|
|
|
Principal
payments on notes payable
|
(65,317)
|
(66,252)
|
Net
cash used in financing activities
|
(65,317)
|
(66,252)
|
|
|
|
Effect of exchange rate changes on cash
|
(287,896)
|
(9,900)
|
|
|
|
Net increase in cash
|
1,450,154
|
3,419,236
|
Cash, beginning of year
|
5,446,557
|
2,027,321
|
Cash, end of year
|
$6,896,711
|
$5,446,557
|
|
2019
|
2018
|
|
|
|
Cash
paid for interest
|
$27,215
|
$226,079
|
|
|
|
Supplemental schedule of non-cash investing and financing
activities:
|
|
|
Issuance
of warrants for accrued Board of Director fees
|
-
|
75,000
|
Non-cash
transfer of inventory to monitoring equipment
|
733,617
|
305,481
|
(1)
|
Organization and Nature of Operations
|
(2)
|
Summary of Significant Accounting Policies
|
|
2019
|
%
|
2018
|
%
|
|
|
|
|
|
Customer
A
|
$8,570,404
|
25%
|
$9,201,502
|
30%
|
Customer
B
|
$3,549,273
|
10%
|
$3,772,540
|
12%
|
Customer
C
|
$2,507,577
|
7%
|
$2,468,472
|
8%
|
|
2019
|
%
|
2018
|
%
|
|
|
|
|
|
Customer
A
|
$1,537,775
|
23%
|
$1,689,976
|
28%
|
Customer
B
|
$844,241
|
12%
|
$594,626
|
10%
|
Customer
C
|
$410,033
|
6%
|
$428,560
|
7%
|
|
2019
|
2018
|
Finished
goods inventory
|
$301,435
|
$304,053
|
Reserve
for damaged or obsolete inventory
|
(26,934)
|
(26,934)
|
Total
inventory, net of reserves
|
$274,501
|
$277,119
|
|
2019
|
2018
|
Equipment,
software and tooling
|
$1,210,583
|
$1,074,471
|
Automobiles
|
5,574
|
6,153
|
Leasehold
improvements
|
1,393,976
|
1,358,984
|
Furniture
and fixtures
|
313,817
|
305,089
|
Total
property and equipment before accumulated depreciation
|
2,923,950
|
2,744,697
|
Accumulated
depreciation
|
(2,248,913)
|
(1,999,222)
|
Property
and equipment, net of accumulated depreciation
|
$675,037
|
$745,475
|
|
2019
|
2018
|
Monitoring
equipment
|
$8,947,668
|
$8,488,196
|
Less:
accumulated amortization
|
(6,322,768)
|
(5,325,654)
|
Monitoring
equipment, net of accumulated amortization
|
$2,624,900
|
$3,162,542
|
|
2019
|
2018
|
Issuable
Common Stock options and warrants
|
685,259
|
628,592
|
Total
Common Stock equivalents
|
685,259
|
628,592
|
Balance
Sheet
|
As
Reported at
September
30,
2018
|
Adjustments
|
Balance
as of
October
1,
2018
|
|
|
|
|
LIABILITIES
|
|
|
|
Accrued
liabilities
|
$10,333,103
|
$92,969
|
$10,426,072
|
Total current
liabilities
|
$43,288,943
|
$92,969
|
$43,381,912
|
Total
liabilities
|
$46,717,918
|
$92,969
|
$46,810,887
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
Accumulated
deficit
|
$(299,495,370)
|
$(92,969)
|
$(299,588,339)
|
Total
equity
|
$1,638,366
|
$(92,969)
|
$1,545,397
|
Total liabilities
and stockholders’ equity
|
$48,356,284
|
$(92,969)
|
$48,263,315
|
|
Twelve
Months Ended September 30, 2019
|
Twelve
Months Ended September 30, 2018
|
||
|
Total
Revenue
|
% of
Total
Revenue
|
Total
Revenue
|
% of
Total
Revenue
|
|
|
|
|
|
United
States
|
$20,482,165
|
60%
|
$19,585,956
|
64%
|
Latin
America
|
13,095,679
|
39%
|
10,729,349
|
35%
|
Other
|
441,308
|
1%
|
254,914
|
1%
|
Total
|
$34,019,152
|
100%
|
$30,570,219
|
100%
|
(4)
|
Accrued Liabilities
|
|
September 30,
2019
|
September 30,
2018
|
Accrued
payroll, taxes and employee benefits
|
1,680,634
|
$1,937,021
|
Deferred
revenue
|
389,229
|
150,604
|
Deposits
payable
|
10,000
|
54,504
|
Accrued
taxes - foreign and domestic
|
1,071,532
|
351,469
|
Accrued
other expense
|
170,055
|
298,268
|
Accrued
legal costs
|
1,057,305
|
473,777
|
Accrued
costs of revenue
|
251,262
|
230,514
|
Accrued
bond guarantee
|
142,405
|
157,199
|
Accrued
interest
|
9,056,274
|
6,679,747
|
Total
accrued liabilities
|
$13,828,696
|
$10,333,103
|
(5)
|
Related Parties
|
(6)
|
Debt Obligations
|
|
2019
|
2018
|
|
|
|
Unsecured
facility agreement with Conrent whereby, as of June 30, 2015, the
Company had borrowed $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 April 1, 2020. The Company
did not pay interest on this loan during the year ended September
30, 2019.
|
$30,400,000
|
$30,400,000
|
|
|
|
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.
|
28,045
|
67,141
|
|
|
|
Total
debt obligations
|
33,827,689
|
33,866,785
|
Less
current portion
|
(33,827,689)
|
(30,437,810)
|
Long-term
debt, net of current portion
|
$-
|
$3,428,975
|
Fiscal Year
|
Total
|
2019
|
$33,827,689
|
2020
|
-
|
2021
& thereafter
|
-
|
Total
|
$33,827,689
|
(7)
|
Preferred Stock
|
(8)
|
Common Stock
|
(9)
|
Stock Options and Warrants
|
|
Fiscal Years Ended
|
|
|
September 30,
|
|
|
2019
|
2018
|
Expected
stock price volatility
|
N/A
|
102%
|
Risk-free
interest rate
|
N/A
|
2.09%
|
Expected
life of options/warrants
|
5
Years
|
5
Years
|
|
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
|
85,589
|
$1.13
|
|
|
Expired
|
(1,172)
|
$(19.29)
|
|
|
Exercised
|
-
|
-
|
|
|
Outstanding
as of September 30, 2018
|
685,259
|
$1.56
|
3.90
years
|
-
|
Granted
|
-
|
-
|
|
|
Expired
|
-
|
-
|
|
|
Exercised
|
-
|
$-
|
|
|
Outstanding
as of September 30, 2019
|
685,259
|
$1.56
|
2.90
years
|
$-
|
Exercisable
as of September 30, 2019
|
685,259
|
$1.56
|
2.90
years
|
$-
|
(10)
|
Income Taxes
|
|
Fiscal Years
Ended
|
|
|
September 30,
|
|
|
2019
|
2018
|
Net
loss carryforwards
|
$35,256,000
|
$34,748,000
|
Accruals
and reserves
|
1,367,000
|
913,000
|
Contributions
|
16,000
|
16,000
|
Severance
indemnity reserve
|
59,000
|
-
|
Depreciation
|
(389,000)
|
53,000
|
Stock-based
compensation
|
639,000
|
1,018,000
|
Valuation
allowance
|
(36,407,000)
|
(36,748,000)
|
Total
|
$541,000
|
$-
|
|
Fiscal Years Ended
|
|
|
September 30,
|
|
|
2019
|
2018
|
Federal
income tax benefit at statutory rate
|
$(801,000
|
$(1,700,000)
|
State
income tax benefit, net of federal income tax
effect
|
(141,000)
|
(265,000)
|
Effect
of foreign income taxes
|
874,000)
|
593,000
|
Non-deductible
expenses
|
(199,000
|
(554,000)
|
Rate
change due to Tax Cuts and Jobs Act
|
760,000
|
17,574,000
|
Deferred
only adjustment
|
954,000
|
7,382,000
|
Change
in valuation allowance
|
(563,000
|
(22,437,000)
|
Provision
for income taxes
|
$884,000
|
$593,000
|
(11)
|
Commitments and Contingencies
|
Fiscal Year
|
Total
|
|
|
2020
|
$257,450
|
2021
|
238,681
|
2022
|
168,730
|
2023
|
3,612
|
2024
|
-
|
Thereafter
|
-
|
Total
|
$668,473
|
(12)
|
Intangible Assets
|
2019
|
Weighted Average Useful Life (yrs)
|
Gross
Carrying Amount
|
Accumulated Amortization
|
Net Book Value
|
|
|
|
|
|
Patent
& royalty agreements
|
7.99
|
$21,170,565
|
$(9,084,569)
|
$12,085,996
|
Developed
technology
|
8.00
|
12,685,281
|
(3,441,289)
|
9,243,992
|
Customer
relationships
|
7.70
|
1,860,000
|
(1,293,055)
|
566,945
|
Trade
name
|
9.57
|
318,722
|
(259,976)
|
58,746
|
Website
|
3.00
|
78,201
|
(78,201)
|
-
|
Total
|
|
$36,112,769
|
$(14,157,090)
|
$21,955,679
|
2018
|
Weighted Average Useful Life (yrs)
|
Gross
Carrying Amount
|
Accumulated Amortization
|
Net Book Value
|
|
|
|
|
|
Patent
& royalty agreements
|
7.99
|
$21,170,565
|
$(7,751,751)
|
$13,418,814
|
Developed
technology
|
7.60
|
11,835,293
|
(2,885,092)
|
8,950,201
|
Customer
relationships
|
7.70
|
1,860,000
|
(1,050,733)
|
809,267
|
Trade
name
|
9.57
|
325,507
|
(250,735)
|
74,772
|
Website
|
3.00
|
78,201
|
(78,201)
|
-
|
Total
|
|
$35,269,566
|
$(12,016,512)
|
$23,253,054
|
Fiscal
Year
|
Amortization
|
STOP
Royalty
|
2020
|
$2,726,950
|
$450,000
|
2021
|
2,707,504
|
450,000
|
2022
|
2,516,765
|
450,000
|
2023
|
2,403,946
|
450,000
|
2024
|
1,957,866
|
187,500
|
Thereafter
|
7,655,148
|
-
|
Total
|
$19,968,179
|
$1,987,500
|
|
September 30,
|
|
|
2019
|
2018
|
Balance
- beginning of year
|
$8,076,759
|
$8,226,714
|
Effect
of foreign currency translation on goodwill
|
111,152
|
(149,955)
|
Balance
- end of year
|
$8,187,911
|
$8,076,759
|
(13)
|
Subsequent Events
|
Date: January
10,
2020
|
/s/
Derek Cassell
Derek
Cassell
Principal
Executive Officer
|
Date:
January
10,
2020
|
/s/
Peter K. Poli
Peter
K. Poli
Chief
Financial & Principal Accounting Officer
|
|
By:
|
/s/
Derek Cassell
|
|
|
Derek
Cassell
|
|
|
Chief
Executive Officer
(Principal
Executive Officer)
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By:
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/s/
Peter K. Poli
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Peter
K. Poli,
Chief
Financial Officer
(Principal
Accounting Officer)
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Intangible Assets (Tables) |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets |
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Future Amortization |
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Goodwill |
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Debt Obligations (Tables) |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt |
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Schedule of Maturities of Long-term Debt |
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Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
General | The Company’s business is based on the leasing of patented tracking and monitoring solutions to federal, state and local law enforcement agencies, both in the U.S. and abroad, for the electronic monitoring of offenders and offering unique data analytics services on a platform-as-a-service (PaaS) business model. Currently, the Company deploys offender-based management services that combine patented GPS tracking technologies, full-time 24/7/365 global monitoring capabilities, case management, and proprietary data analytics. The Company offers customizable tracking solutions that leverage real-time tracking data, best-practices monitoring, and analytics capabilities to create complete, end-to-end tracking solutions.
Business Condition. As of September 30, 2019 and 2018 the Company had an accumulated deficit of $302,152,292 and $299,495,370, respectively. The Company incurred a net loss of $2,563,953 and $5,428,041 for the years ended September 30, 2019 and 2018, respectively. The Company may continue to incur losses and require additional financial resources. The Company also has debt maturing in the next 12 months. The Company’s successful development and transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support its cost structure. Management has evaluated the significance of these conditions 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, through operational cash flows and the extension 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. See Note 13.
Certain reclassifications of amounts previously reported have been made in the accompanying financial statements. The Company considers these reclassifications to be immaterial and they have no impact on total operating expense or net loss before income taxes. |
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Principles of Consolidation | The consolidated financial statements include the accounts of Track Group, Inc. and its 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. |
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Use of Estimates in the Preparation of Financial Statements | The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expense during the period presented. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not limited to, allowances for doubtful accounts, certain assumptions related to the recoverability of intangible and long-lived assets.
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Business Combinations | Business combinations are accounted for under the provisions of ASC 805-10, Business Combinations (ASC 805-10), which requires that the purchase method of accounting be used for all business combinations. Assets acquired and liabilities assumed at the date of acquisition are recorded at their respective fair values. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. Acquisition-related expense is recognized separately from the business combinations and are expensed as incurred. If the business combination provides for contingent consideration, the contingent consideration is recorded at its probable fair value at the acquisition date. Any changes in fair value after the acquisition date are accounted for as measurement-period adjustments if they pertain to additional information about facts and circumstances that existed at the acquisition date and that the Company obtained during the measurement period. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as performance measures, are recognized in earnings.
Goodwill represents costs in excess of purchase price over the fair value of the assets of businesses acquired, including other identifiable intangible assets.
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Foreign Currency Translation | The Chilean Peso, New Israeli Shekel and the Canadian Dollar are used as functional currencies of the 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 exchange rate prevailing at September 30, 2019. Their respective statements of operations have been translated into USD using the average exchange rates prevailing during the periods of each statement. The corresponding translation adjustments are part of accumulated other comprehensive income and are shown as part of stockholders’ equity.
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Other Intangible Assets | Other intangible assets principally consist of patents, royalty purchase agreements, developed technology acquired, customer relationships, trade name, capitalized software development costs, and capitalized website development costs. The Company accounts for other intangible assets in accordance with generally accepted accounting principles and does not amortize intangible assets with indefinite lives. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, which range from three to twenty years. Intangible assets are reviewed for impairment annually or more frequently whenever events or changes in circumstances indicate possible impairment.
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Fair Value of Financial Statements | The carrying amounts reported in the accompanying consolidated financial statements for accounts receivable, accounts payable, accrued liabilities and debt obligations approximate fair values because of the immediate or short-term maturities of these financial instruments. The carrying amounts of our debt obligations approximate fair value as the interest rates approximate market interest rates. |
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Concentration of Credit Risk | In the normal course of business, the Company provides credit terms to its customers and requires no collateral. Accordingly, the Company performs credit evaluations of our customers' financial condition.
The Company had sales to entities, two of which each represent 10% or more of our gross revenue, as follows for the years ended September 30, 2019 and 2018.
No other customer represented more than 10% of the Company’s total revenue for the fiscal years ended September 30, 2019 or 2018.
Concentration of credit risk associated with the Company’s total and outstanding accounts receivable as of September 30, 2019 and 2018, respectively, are shown in the table below:
Based upon the expected collectability of our accounts receivable, the Company maintains an allowance for doubtful accounts.
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Cash Equivalents | Cash equivalents consist of investments with original maturities to the Company of three months or less. The Company has cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company had $5,688,493 and $2,900,105 of cash deposits in excess of federally insured limits as of September 30, 2019 and 2018, respectively. |
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Accounts Receivable | Accounts receivable, which is made up of trade receivables for monitoring and other related services, are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. The allowance is estimated by management based on certain assumptions and variables, including the customer’s financial condition, age of the customer’s receivables and changes in payment histories. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when cash is received. A trade receivable is considered to be past due if any portion of the receivable balance has not been received by the Company within its normal terms. Interest income is not recorded on trade receivables that are past due, unless that interest is collected.
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Note Receivable | Notes receivable are carried at the face amount of each note plus respective accrued interest receivable, less received payments. The Company does not typically carry notes receivable in the course of its regular business, but entered into an agreement with one of its customers during the fiscal year ended September 30, 2012. Payments under the note are recorded as they are received and are immediately offset against any outstanding accrued interest before they are applied against the outstanding principal balance on the respective note. The note requires monthly payments of $15,000, and matured in May 2014. The note is currently in default and accrues interest at a rate of 17% per annum. As of June 30, 2016, the Company no longer accrues interest on the note. As of September 30, 2019, the fully reserved principal and interest due of $234,733 was determined to be uncollectable and was written off.
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Prepaid Expense and Other | Prepaid assets and other is comprised largely of performance bond deposits, tax deposits, vendor deposits and other prepaid supplier expenses. We generally expect deposits to be returned to the Company as cash within 12 months and prepaid expenses to be allocated over the commitment. |
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Inventory | Inventory is valued at the lower of the cost or net realizable value. Cost is determined using the standard costing method. Net realizable value is determined based on the item selling price. Inventory is periodically reviewed in order to identify obsolete or damaged items or impaired values. The Company did not record impairment of inventory during the fiscal years ended September 30, 2019 and 2018, respectively.
Inventory consists of finished goods that are to be shipped to customers and parts used for minor repairs of ReliAlert™, Shadow, and other tracking devices. Completed and shipped ReliAlert™ and other tracking devices are reflected in Monitoring Equipment. As of September 30, 2019 and September 30, 2018, inventory consisted of the following:
The Company uses a third-party fulfillment service provider. As a result of this service, the Company’s employees do not actively assemble new product or repair damaged inventory or 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. |
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Property and Equipment | Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are determined using the straight-line method over the estimated useful lives of the assets, typically three to seven years. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the term of the lease. Expenditures for maintenance and repairs are expensed while renewals and improvements are capitalized.
Property and equipment consisted of the following as of September 30, 2019 and 2018, respectively:
Property and equipment to be disposed of is reported at the lower of the carrying amount or fair value, less the estimated costs to sell and any gains or losses are included in the results of operations. During the fiscal years ended September 30, 2019 and 2018, the Company recognized a $10,563 and $8,500 gain, respectively on the disposal of property and equipment. Internally developed software costs related to the Company’s monitoring platform are recorded as intangible assets on the Consolidated Balance Sheet.
Depreciation expense recognized for property and equipment for the fiscal years ended September 30, 2019 and 2018 was $315,380 and $348,162, respectively.
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Monitoring Equipment | The Company leases monitoring equipment to agencies for offender tracking under contractual service agreements. The monitoring equipment is depreciated using the straight-line method over an estimated useful life of between one and five years. Monitoring equipment as of September 30, 2019 and 2018 is as follows:
Amortization expense for the fiscal years ended September 30, 2019 and 2018 was $1,509,166 and $1,360,753, respectively. This expense was classified as a cost of revenue.
Monitoring equipment to be disposed of is reported at the lower of the carrying amount or fair value, less the estimated costs to sell.
During the fiscal years ended September 30, 2019 and 2018, the Company disposed of leased monitoring equipment and parts of $355,117 and $390,098, respectively. |
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Impairment of Long-Lived Assets and Goodwill | The Company reviews 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. See Note 12.
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Revenue Recognition | In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09 and related amendments “Revenue from Contracts with Customers (Topic 606), which superseded all prior revenue recognition methods and industry-specific guidance. The principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue principles, an entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue when the performance obligation is satisfied (i.e., either over time or at a point in time). ASU 2014-09 further requires that companies disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On October 1, 2018, the Company adopted ASU 2014-09 using the modified retrospective method, whereby the adoption does not impact any prior periods.
Our revenue is predominantly derived from two sources: (i) monitoring services, and (ii) product sales.
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. The rates for leased devices and monitoring services are considered to be stated at their individual stand-alone selling prices. The Company recognizes revenue on leased devices and monitoring services at the end of each month the services have been provided and payment terms are 30 days from invoice date. In those circumstances in which the Company receives payment in advance, the Company records these payments as deferred revenue.
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. The Company recognizes device and other product sales in the period when: (a) the Company has transferred physical possession of the products, (b) the Company has a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. The Company recognizes revenue from other services as the customer receives services and the Company has the right to payment. When purchasing products (such as ReliAlert™ and Shadow™ devices) from the Company, customers may, but are not required to, enter into monitoring service contracts with us. The Company recognizes revenue on monitoring services for customers that have previously purchased devices at the end of each month that monitoring services have been provided.
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.
Other Matters
The Company considers an arrangement with payment terms longer than the Company’s normal terms not to be fixed or determinable, and revenue is recognized when the fee becomes due. Normal payment terms for the sale of monitoring services and products are due upon receipt to 30 days. The Company sells devices and services directly to end users and to distributors. Distributors do not have general rights of return. Also, distributors have no price protection or stock protection rights with respect to devices sold to them by us. Generally, title and risk of loss pass to the buyer upon delivery of the devices.
The Company estimates product returns based on historical experience and maintains an allowance for estimated returns, which is recorded as a reduction to accounts receivable and revenue.
Shipping and handling fees charged to customers are included as part of net revenue. The related freight costs and supplies directly associated with shipping products to customers are included as a component of cost of revenue.
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Research and Development Costs | During the fiscal year ended September 30, 2019 and September 30, 2018, the Company incurred research and development expense of $1,313,499 and $862,142, respectively. |
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Advertising Costs | The Company expenses advertising costs as incurred. Advertising expense for the fiscal years ended September 30, 2019 and 2018 was $19,642 and $8,264, respectively. |
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Stock-Based Compensation | The Company recognizes compensation expense for stock-based awards expected to vest on a straight-line basis over the requisite service period of the award based on their grant date fair value. The fair value of stock options is estimated using a Black-Scholes option pricing model, which requires management to make estimates for certain assumptions regarding risk-free interest rate, expected life of options, expected volatility of stock and expected dividend yield of stock. |
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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.
The tax effects from uncertain tax positions can be recognized in the financial statements, provided the position is more likely than not to be sustained on audit, based on the technical merits of the position. We recognize the financial statement benefits of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority. The Company applied the foregoing accounting standard to all of our tax positions for which the statute of limitations remained open as of the date of the accompanying consolidated financial statements.
The Company's policy is to recognize interest and penalties related to income tax issues as components of other noninterest expense. As of September 30, 2019 and September 30, 2018, we did not record a liability for uncertain tax positions. |
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Net Income (Loss) Per Common Share | Basic net income (loss) per common share (“Basic EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.
Diluted net income (loss) per common share (“Diluted EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average dilutive common share equivalents outstanding. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect.
Common share equivalents consist of shares issuable upon the exercise of options and warrants to purchase shares of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”). As of September 30, 2019 and 2018, there were 628,592 outstanding common share equivalents that were not included in the computation of diluted net loss per common share as their effect would be anti-dilutive. The Common Stock equivalents outstanding as of September 30, 2019 and 2018 consisted of the following:
At September 30, 2019 and September 30, 2018, all stock option and warrant exercise prices were above the market price of $0.51 and $0.90, respectively, and thus have not been included in the basic earnings per share calculation.
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Recent Accounting Pronouncements | Recently Adopted Accounting Standards
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) Revenue from Contracts with Customers (Topic 606) or ASU No. 2014-09, which superseded all prior revenue recognition methods and industry-specific guidance. The principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On October 1, 2018, the Company adopted ASU No. 2014-09 using the modified retrospective method, whereby the adoption does not impact any prior periods. See Note 3.
In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330) - Simplifying the Measurement of Inventory” (“ASU 2015-11”), which dictates that an entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company adopted ASU No. 2015-11 in the first quarter of fiscal year 2018. The Company’s adoption of ASU 2015-11 did not have a material impact on its Consolidated Financial Statements.
In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. An entity will account for the effects of a modification unless the fair value of the modified award is the same as the original award, the vesting conditions of the modified award are the same as the original award and the classification of the modified award as an equity instrument or liability instrument is the same as the original award. The update is effective for annual periods beginning after December 15, 2017. The update is to be adopted prospectively to an award modified on or after the adoption date. Early adoption is permitted. The Company’s adoption of ASU 2017-09 did not have an impact on its Consolidated Financial Statements.
Recently Issued Accounting Standards
In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment”. The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The new guidance will be effective for annual periods or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The amendment should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Management does not anticipate that this adoption will have a significant impact on its consolidated financial position, results of operations, or cash flows.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230)” requiring the classification of certain cash receipts and cash payments to conform the presentation in the statement of cash flows for certain transactions, including cash distributions from equity method investments, among others. The adoption of the new standard is required in 2019. Management does not anticipate that this adoption will have a significant impact on its consolidated financial position, results of operations, or cash flows.
In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 adds a current expected credit loss (“CECL”) impairment model to U.S. GAAP 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 beginning of the period of adoption. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within the year of adoption. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company will adopt ASU 2016-13 in fiscal year 2021. The Company does not expect the application of the CECL impairment model to have a significant impact on our allowance for uncollectible amounts for accounts receivable.
In February 2016, FASB issued ASU No. 2016-02, “Leases (Topic 842)” For lessees, the amendments in this update require that for all leases not considered to be short term, a company recognize both a lease liability and right-of-use asset on its balance sheet, representing the obligation to make payments and the right to use or control the use of a specified asset for the lease term. The amendments in this update are effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. The Company will adopt the new standard effective October 1, 2019 and anticipates recording a right of use asset and corresponding lease liability of approximately $0.6 million upon adoption. |
Organization and Nature of Operations |
12 Months Ended |
---|---|
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | General
The Company’s business is based on the leasing of patented tracking and monitoring solutions to federal, state and local law enforcement agencies, both in the U.S. and abroad, for the electronic monitoring of offenders and offering unique data analytics services on a platform-as-a-service (PaaS) business model. Currently, the Company deploys offender-based management services that combine patented GPS tracking technologies, full-time 24/7/365 global monitoring capabilities, case management, and proprietary data analytics. The Company offers customizable tracking solutions that leverage real-time tracking data, best-practices monitoring, and analytics capabilities to create complete, end-to-end tracking solutions.
Business Condition. As of September 30, 2019 and 2018 the Company had an accumulated deficit of $302,152,292 and $299,495,370, respectively. The Company incurred a net loss of $2,563,953 and $5,428,041 for the years ended September 30, 2019 and 2018, respectively. The Company may continue to incur losses and require additional financial resources. Also, as of September 30, 2019 the Company has reported debt maturing in the next 12 months. The Company’s successful development and transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support its cost structure. Management has evaluated the significance of these conditions and has determined that the Company can meet its operating obligations for a reasonable period of time. The Company expects to fund operations using cash on hand and through operational cash flows. The Company has also been successful in negotiating an extension of its existing debt agreement (see Note 13). Management of the Company believes that the availability of financing from these sources is adequate to fund operations through the upcoming twelve months.
Certain reclassifications of amounts previously reported have been made in the accompanying financial statements. The Company considers these reclassifications to be immaterial and they have no impact on total operating expense or net loss before income taxes.
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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) |
Sep. 30, 2019 |
Sep. 30, 2018 |
---|---|---|
Accounts receivable, allowance for doubtful accounts | $ 2,454,281 | $ 3,152,966 |
Note receivable, allowance for doubtful accounts | 234,733 | 0 |
Inventory reserve | 26,934 | 26,934 |
Property and equipment accumulated depreciation | 2,248,913 | 1,999,222 |
Monitoring equipment accumulated amortization | 6,322,768 | 5,325,654 |
Intangible assets accumulated amortization | $ 14,157,090 | $ 12,016,512 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 20,000,000 | |
Common stock - par value | $ 0.0001 | $ 0.0001 |
Common stock - shares authorized | 30,000,000 | 30,000,000 |
Common stock - shares outstanding | 11,401,650 | |
Series A Convertible Preferred stock | ||
Preferred stock, par value | $ .0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,200,000 | 1,200,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock (Details Narrative) - $ / shares |
Sep. 30, 2019 |
Sep. 30, 2018 |
---|---|---|
Preferred stock, par value | $ 0.0001 | |
Preferred stock, authorized | 20,000,000 | |
Series A Convertible Preferred stock | ||
Preferred stock, par value | $ .0001 | $ 0.0001 |
Preferred stock, authorized | 1,200,000 | 1,200,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Stock Options and Warrants (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
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Stock based compensation | $ 0 | $ 149,088 |
2012 Plan | ||
Shares authorized for issuance | 0 | 30,797 |
Shares available under Plan | 27,218 | 27,218 |
Board of Directors [Member] | ||
Warrants granted for services, shares | 0 | 65,617 |
Warrants granted for services, value | $ 0 | $ 12,530 |
Commitments and Contingencies (Details) |
Sep. 30, 2019
USD ($)
|
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 257,450 |
2021 | 238,681 |
2022 | 168,730 |
2023 | 3,612 |
2024 | 0 |
Thereafter | 0 |
Total | $ 668,473 |
Intangible Assets (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
|
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 2,236,410 | $ 2,268,846 |
Commitments and Contingencies (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
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Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease obligations | $ 668,473 | |
Lease payment obligations | $ 474,673 | $ 476,152 |
Summary of Significant Accounting Policies (Details 2) - USD ($) |
Sep. 30, 2019 |
Sep. 30, 2018 |
---|---|---|
Accounting Policies [Abstract] | ||
Equipment, software and tooling | $ 1,210,583 | $ 1,074,471 |
Automobiles | 5,574 | 6,153 |
Leasehold Improvements | 1,393,976 | 1,358,984 |
Furniture And Fixtures | 313,817 | 305,089 |
Total property and equipment before accumulated depreciation | 2,923,950 | 2,744,697 |
Accumulated Depreciation | (2,248,913) | (1,999,222) |
Property and equipment, net of accumulated depreciation | $ 675,037 | $ 745,475 |
Debt Obligations (Details) - USD ($) |
Sep. 30, 2019 |
Sep. 30, 2018 |
---|---|---|
Total debt obligations | $ 33,827,689 | $ 33,866,785 |
Less current portion | (33,827,689) | (30,437,810) |
Long-term debt, net of current portion | 0 | 3,428,975 |
Debt Obligation 1 | ||
Total debt obligations | 30,400,000 | 30,400,000 |
Debt Obligation 2 | ||
Total debt obligations | 3,399,644 | 3,399,644 |
Debt Obligation 3 | ||
Total debt obligations | $ 28,045 | $ 67,141 |
Income Taxes |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted and implements comprehensive tax legislation which, among other changes, reduces the federal statutory corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred, creates new provisions related to foreign sourced earnings, eliminates the domestic manufacturing deduction and moves to a territorial system. Additionally, in December 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Act. The measurement period, as defined in SAB 118, ends when a company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. As of September 30, 2019, the measurement period is closed and any amounts that were provisional at September 30, 2018 were finalized with little to no impact to the consolidated financial statement.
For the fiscal years ended September 30, 2019 and 2018, the Company incurred net losses for income tax purposes of $2,563,953 and $5,428,041, respectively. The amount and ultimate realization of the benefits from the net operating losses is dependent, in part, upon the tax laws in effect, our 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.
At September 30, 2019, the Company had net carryforwards available to offset future taxable income of approximately $204,080,000 none of which expires in 2019. The utilization of the net loss carryforwards is dependent upon the tax laws in effect at the time the net operating loss carryforwards can be utilized. The Internal Revenue Code contains provisions that likely could reduce or limit the availability and utilization of these net operating loss carryforwards. An ownership change generally affects the rate at which NOLs and potentially other deferred tax assets are permitted to offset future taxable income. Since the Company maintains a full valuation allowance on all U.S. and state deferred tax assets, the impact of prior year ownership changes on the future realizability of U.S. and state deferred tax assets did not result in an impact to the provision for income taxes for the year ended September 30, 2019, or on net deferred tax asset as of September 30, 2019.
The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The tax provision for the year ended September 30, 2019 was due primarily to taxes on the income of a foreign-based subsidiary and U.S. state and local income taxes.
The deferred income tax assets (liabilities) were comprised of the following for the periods indicated:
Reconciliations between the benefit for income taxes at the federal statutory income tax rate and the Company's benefit for income taxes for the years ended September 30, 2019 and 2018 are as follows:
During the fiscal year ended September 30, 2014, the Company began recognizing revenue from international sources from our products and monitoring services. During the fiscal year ended September 30, 2014, the Company began recognizing a liability for value-added taxes, which will be due upon collection. At September 30, 2019, the Company had a net receivable related to payments on VAT tax of $173,230. During the year ended September 30, 2019, the Company recorded income tax expense of $359,658 related to a foreign jurisdiction, which is included in income tax expense on the Consolidated Statements of Operations.
The Company’s open tax years for federal and state income tax returns are for the tax years ended September 30, 2016 through September 30, 2019. |
Debt Obligations |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Obligations | Debt obligations as of September 30, 2019 and 2018 consisted of the following:
The following table summarizes our future maturities of debt obligations, net of the amortization of debt discounts as of September 30, 2019:
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Intangible Assets (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
|
Gross carrying amount | $ 36,112,769 | $ 35,269,566 |
Accumulated amortization | (14,157,090) | (12,016,512) |
Net book value | 21,955,679 | 23,253,054 |
Patent [Member] | ||
Gross carrying amount | 21,170,565 | 21,170,565 |
Accumulated amortization | (9,084,569) | (7,751,751) |
Net book value | $ 12,085,996 | $ 13,418,814 |
Weighted average useful life | 7 years 11 months 26 days | 7 years 11 months 26 days |
Developed technology [Member] | ||
Gross carrying amount | $ 12,685,281 | $ 11,835,293 |
Accumulated amortization | (3,441,289) | (2,885,092) |
Net book value | $ 9,243,992 | $ 8,950,201 |
Weighted average useful life | 8 years | 7 years 7 months 6 days |
Customer Relationships [Member] | ||
Gross carrying amount | $ 1,860,000 | $ 1,860,000 |
Accumulated amortization | (1,293,055) | (1,050,733) |
Net book value | $ 566,945 | $ 809,267 |
Weighted average useful life | 7 years 8 months 12 days | 7 years 8 months 12 days |
Trade Name [Member] | ||
Gross carrying amount | $ 318,722 | $ 325,507 |
Accumulated amortization | (259,976) | (250,735) |
Net book value | $ 58,746 | $ 74,772 |
Weighted average useful life | 9 years 6 months 25 days | 9 years 6 months 25 days |
Website [Member] | ||
Gross carrying amount | $ 78,201 | $ 78,201 |
Accumulated amortization | (78,201) | (78,201) |
Net book value | $ 0 | $ 0 |
Weighted average useful life | 3 years | 3 years |
Certain Relationships and Related Transactions (Details Narrative) |
Sep. 30, 2019
shares
|
---|---|
Related Party Transactions [Abstract] | |
Common Stock Ownership Percentage | 42.70% |
Common stock held | 4,871,745 |
Summary of Significant Accounting Policies (Details 1) - USD ($) |
Sep. 30, 2019 |
Sep. 30, 2018 |
---|---|---|
Accounting Policies [Abstract] | ||
Finished goods inventory | $ 301,435 | $ 304,053 |
Reserve for damaged or obsolete inventory | (26,934) | (26,934) |
Total inventory, net of reserves | $ 274,501 | $ 277,119 |
Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
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Accounting Policies [Abstract] | ||
Cash deposits in excess of FDIC limit | $ 5,688,493 | $ 2,900,105 |
Principal and interest due write-off | 234,733 | 0 |
Depreciation expense | 315,380 | 348,162 |
Amortization expense | 1,509,166 | 1,360,753 |
Disposal of lease monitoring equipment | 355,117 | 390,098 |
Research and development expenses | 1,313,499 | 862,142 |
Advertising costs | $ 19,642 | $ 8,264 |
Antidilutive securities excluded from computation of earnings per share, amount | 628,592 | 628,592 |
Commitments and Contingencies |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | Legal Matters
The Company is, from time to time, involved in various legal proceedings incidental to the conduct of our business. Historically, the outcome of 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.
Lazar Leybovich et al. v. SecureAlert, Inc. On March 29, 2012, Lazar Leybovich, Dovie Leybovich and Ben Leybovich filed a complaint in the 11th Circuit Court in and for Miami-Dade County, Florida alleging breach of contract with regard to certain Stock Redemption Agreements. The plaintiffs alleged $1,587,604 in combined damages. On May 2, 2016, the Court resolved this case in favor of the Company by granting the Company’s motion for Summary Judgment. The plaintiffs filed an Appeal on June 1, 2016 challenging the Court’s ruling on the motion for Summary Judgment. The Appellate court ruled in favor of the plaintiffs, finding that factual issues remain, reversing the Summary Judgment and remanding the case back to the trial court. On February 21, 2019, a trial concluded and a jury returned a verdict in plaintiffs’ favor; awarding the plaintiffs $336,000 before interest. The Company filed a motion to reverse the verdict in its entirety, which was denied on July 30, 2019. The Court entered a judgment on August 1, 2019 in the amount of $553,115.84, inclusive of pre-judgment interest. Subsequently, the parties reached a mutually agreeable settlement of $450,000, which is accrued at September 30, 2019, and the case was dismissed with prejudice on October 22, 2019 as a result.
John Merrill v. Track Group, Inc. and Guy Dubois. On November 30, 2016, the Company was served with a complaint filed by John Merrill, the former Chief Financial Officer of the Company, in District Court of the Third Judicial District in Salt Lake County, Utah alleging breach of contract, among other causes of action, related to Mr. Merrill’s termination of employment effective September 27, 2016. Mr. Merrill sought not less than $590,577 plus interest, attorney fees and costs. At a hearing on April 25, 2018, the court dismissed the plaintiff’s claims related to existence of an oral look-back agreement and a separation agreement. In an order entered July 25, 2019, the court granted the defendants’ motion to strike plaintiff’s damages’ expert report and barred plaintiff’s expert from testifying at trial, if any. Plaintiff’s motion to reconsider the court’s July 25, 2019 order was denied on August 21, 2019. Subsequently, the parties reached an immaterial mutually agreeable settlement, and as a result, the case was dismissed with prejudice on November 1, 2019.
SecureAlert, Inc. v. Federal Government of Mexico (Department of the Interior). On March 24, 2017, SecureAlert Inc. filed a complaint before the Federal Administrative Tribunal, asserting the failure by defendants to pay claimant amounts agreed to, and due under, the Pluri Annual Contract for the Rendering of Monitoring Services of Internees, through Electric Bracelets, in the Islas Marias Penitentiary Complex dated July 15, 2011, entered into by and between the Organo Administrativo Desconcentrado Prevencion y Readaptacion Social of the then Public Security Department, and presently, an agency of the National Security Commission of the Department of the Interior, and SecureAlert, Inc., presently Track Group, Inc. The Company’s claim amount is upwards of $6.0 million. The Supreme Court took action to resolve previous, conflicting decisions regarding the jurisdiction of such claims and determined that such claims will be resolved by the Federal Administrative Tribunal. Subsequently, plaintiff filed an Amparo action before the Collegiate Court, seeking an appeal of the Federal Administrative Court’s earlier decision against plaintiff. The Collegiate Court issued a ruling in August 2019 that the matter of dispute was previously resolved by a lower court in 2016. The Company disagrees with this ruling and is exploring its options going forward. Based upon the fee arrangement the Company has with its counsel, we anticipate the future liabilities attributable to legal expense will be minimal.
Eli Sabag v. Track Group, Inc., Sapinda Asia Limited and Lars Windhorst. On May 4, 2018, Eli Sabag filed a complaint before the Marion Superior Court in Marion County Indiana for damages and declaratory Judgment against the Company. The complaint sought to enforce an “earn-out” clause in a Share Purchase Agreement (“SPA”) between the Company and Sabag. In addition, Sabag sued the Company for breach of fiduciary duty and tortious interference, alleging that the Company avoided selling sufficient GPS devices so as to not trigger the issuance of contingent stock under the “earn-out” clause in the SPA. Finally, Sabag alleged that the Company was unjustly enriched because it failed to pay full value for his shares under the SPA. The Company believes the allegations are unfounded and without merit, furthermore, according to the SPA, any disputes are to be resolved through binding arbitration held in New York. The Company filed a motion to dismiss the complaint and compel arbitration on September 5, 2018. On March 29, 2019, the Marion Superior Court ruled in favor of the Company and dismissed all claims against the Company without prejudice. The plaintiff has not taken any further actions since March 29, 2019.
Erick Cerda v. Track Group, Inc. On July 25, 2018, former employee Erick Cerda, the plaintiff, filed a complaint against the Company in the United States District Court for the Northern District of Illinois, Case No. 18-CV-05075, alleging violations of Title VII of the Civil Rights Act of 1964 and the Age Discrimination in Employment Act. Plaintiff sought injunctive relief and monetary damages in an unspecified amount. To avoid the costs and uncertainties of prolonged litigation, the parties reached a settlement, which was finalized on June 4, 2019 and paid in June 2019. On July 22, 2019, the case was dismissed with prejudice as a result of the settlement.
Blaike Anderson v. Track Group, Inc., et. al. On June 24, 2019, Blaike Anderson filed a complaint seeking unspecified damages in the State Court of Marion County, Indiana, alleging liability on the part of defendants for providing a defective ankle monitoring device and failure to warn plaintiff regarding the condition thereof. The Company removed the matter to federal court and subsequently filed its answer denying Plaintiff’s allegations in August 2019. Discovery is currently ongoing. The Company intends to vigorously defend the case.
Operating Lease Obligations
The following table summarizes our contractual obligations as of September 30, 2019:
The total operating lease obligations of $668,473 is largely related to facilities operating leases. During the years ended September 30, 2019 and 2018, the Company paid $474,673 and $476,152, in lease payment obligations, respectively. |
Preferred Stock |
12 Months Ended |
---|---|
Sep. 30, 2019 | |
Equity [Abstract] | |
Preferred Stock | The Company’s Certificate of Incorporation authorizes it to issue up to 20,000,000 shares of preferred stock, $0.0001 par value per share, of which 1,200,000 shares have been designated as Series A Convertible Preferred Stock (“Series A Preferred”). The Company’s Board of Directors has the authority to amend its Certificate of Incorporation, without further stockholder approval, to designate and determine, in whole or in part, the preferences, limitations and relative rights of the preferred stock before any issuance of the preferred stock and to create additional series of preferred stock.
Series A Preferred Stock
On October 12, 2017, the Company filed a Certificate of Designation of the Relative Rights and Preferences (“Certificate of Designation”) with the Delaware Division of Corporations, designating 1,200,000 shares of the Company’s preferred stock as Series A Preferred. Shares of Series 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 Stock into which the Series A Preferred is convertible shall, upon issuance, have all of the same voting rights as other issued and outstanding shares of our 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 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 $35.00 per share, and is convertible, at the holder’s option, into ten shares of the Company’s Common Stock, subject to adjustments as set forth in the Certificate of Designation, at any time beginning five hundred and forty days after the date of issuance.
As of September 30, 2019, no shares of Series A Preferred were issued and outstanding. |
Stock Options and Warrants (Tables) |
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Share-based Payment Arrangement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions |
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Schedule of Stock Options Roll Forward |
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Summary of Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Concentration of Credit Risk |
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Schedule of Inventory |
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Property, Plant and Equipment |
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Schedule of Monitoring Equipment |
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Anti Dilutive Shares Excluded from Computation of Earning per Share |
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Income Taxes (Details Narrative) - USD ($) |
12 Months Ended | |
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Sep. 30, 2019 |
Sep. 30, 2018 |
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Income Tax Disclosure [Abstract] | ||
Income loss for tax purposes | $ 2,563,953 | $ 5,428,041 |
Net carryforwards | 204,080,000 | |
Net receivable related to payments on VAT | 173,230 | |
Income tax expense related to foreign jurisdiction | $ 359,658 | $ 0 |
Debt Obligations (Details 1) |
Sep. 30, 2019
USD ($)
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Debt Disclosure [Abstract] | |
2019 | $ 33,827,689 |
2020 | 0 |
2021 & thereafter | 0 |
Total | $ 33,827,689 |
Stock Options and Warrants (Details 1) - USD ($) |
12 Months Ended | |
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Sep. 30, 2019 |
Sep. 30, 2018 |
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Share-based Payment Arrangement [Abstract] | ||
Shares Under Option/ Warrant outstanding, Beginning Balance | 685,259 | 600,842 |
Shares Under Option/ Warrant Granted | 0 | 85,589 |
Shares Under Option/ Warrant Expired | 0 | (1,172) |
Shares Under Option/ Warrant Exercised | 0 | 0 |
Shares Under Option/ Warrant Outstanding, Ending Balance | 685,259 | 685,259 |
Weighted Average Exercise Price Outstanding, Beginging Balance | $ 1.56 | $ 8.51 |
Weighted Average Exercise Price Granted | 0 | 1.13 |
Weighted Average Exercise Price Expired | 0 | (19.29) |
Weighted Average Exercise Price Exercised | 0 | 0.00 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ 1.56 | $ 1.56 |
Weighted Average Remaining Contractual Life Outstanding | 2 years 10 months 24 days | 3 years 10 months 24 days |
Aggregate Intrinsic Value Outstanding | $ 0 | $ 0 |
Intangible Assets (Details 2) - USD ($) |
12 Months Ended | |
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Sep. 30, 2019 |
Sep. 30, 2018 |
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Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill - beginning of period | $ 8,076,759 | $ 8,226,714 |
Effect of foreign currency translation on goodwill | 111,152 | (149,955) |
Goodwill - end of period | $ 8,187,911 | $ 8,076,759 |
Subsequent Events |
12 Months Ended |
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Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | On December 4, 2019, the Company requested that Conrent extend the maturity of the Amended Facility Agreement from April 1, 2020 to July 1, 2021. On January 6, 2020 the investors who owned the securities from Conrent used to finance the debt (the “Noteholders”) held a meeting to address the Company’s request. On January 7, 2020, Conrent notified the Company in writing that the Noteholders agreed to extend the maturity of the Amended Facility Agreement from April 1, 2020 to July 1, 2021. On January 10, 2020, the Company and Conrent entered into an amendment to the Facility Agreement which extends the maturity of the Facility to July 1, 2021.
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 as disclosed above, no additional subsequent events have occurred that are reasonably likely to impact the financial statements.
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Stock Options and Warrants |
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Stock Options and Warrants | Stock Incentive Plan
The 2012 Plan was approved at the Annual Meeting of Stockholders on December 21, 2011, and at the Annual Meeting of Stockholders on May 19, 2015, the Company’s stockholders approved an amendment increasing the number of shares of Common Stock available for issuance under the 2012 Plan. The 2012 Plan provides for the grant of incentive stock options and nonqualified stock options, restricted stock, stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units, other stock-based awards and performance-based awards to employees and certain non-employees who have important relationships with the Company. All future grants of warrants and options will have an expiration period of five years. The warrants for directors serving on the Board vest immediately and warrants issued to employees vest annually over either a two or three year period after the grant date. A total of 803,262 shares are authorized for issuance pursuant to awards granted under the 2012 Plan; however, the Board of Directors suspended the 2012 Plan earlier in the fiscal year.
During the fiscal years ended September 30, 2019 and 2018, options to purchase nil and 30,797 shares of Common Stock were granted under the 2012 Plan. As of September 30, 2019, 27,218 shares of Common Stock were available for future grants under the 2012 Plan.
All Options and Warrants
On November 30, 2017, the Board of Directors unanimously approved the adjustment of the exercise price of 605,678 unexercised warrants, with original exercise prices ranging from $1.81 to $19.46, issued under the 2012 Plan to $1.24, resulting in incremental stock-based compensation of $149,088, which was expensed in the fiscal year ended September 30, 2018.
On January 26, 2018, the Board of Directors unanimously approved the adjustment of the exercise price of 65,617 unexercised warrants held by a member of the Company’s Board of Directors whose unexercised warrants were not repriced along with those that were adjusted on November 30, 2017, with original exercise prices ranging from $1.43 to $7.20, issued under the 2012 Plan to $1.15, resulting in incremental stock-based compensation of $12,530, which was expensed in the fiscal year ended September 30, 2018.
The Company issued 30,797 warrants to a member of the Company’s Board of Directors under the 2012 Plan in exchange for 18,551 shares of common stock the director previously received for services provided during the period of October 2016 to June 2017, which shares were therefore cancelled in the fiscal year ended September 30, 2018.
In addition, the Company issued 54,792 restricted warrants outside of the 2012 Plan for Board of Director services rendered in the first six months of fiscal year 2018 valued at $50,000.
The fair value of each stock option and warrant grant is estimated on the date of grant using the Black-Scholes option-pricing model. During the fiscal years ended September 30, 2019 and 2018, the Company granted no options and warrants to purchase shares of common stock under the 2012 Plan. The warrants for Board members vest immediately and expire five years from grant date and warrants or options issued to employees vest annually over either a two to three-year period and expire five years after the final vesting date of the grant. The Company recorded expense of $21,231 and $169,041 for the fiscal years ended September 30, 2019 and 2018, respectively, related to the issuance and vesting of outstanding stock options and warrants.
As of September 30, 2019, no compensation expense associated with unvested stock options and warrants issued previously to members of the Board of Directors will be recognized over the next year.
The following are the weighted-average assumptions used for options granted during the fiscal years ended September 30, 2019 and 2018 using the Black-Scholes model, respectively:
The fair value of each stock option and warrant grant is estimated on the date of grant using the Black-Scholes option-pricing model. The expected life of stock options and 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. In fiscal year 2014, the Company changed from a daily to weekly volatility. The risk-free interest rate represents the U.S. Treasury bill rate for the expected life of the related stock options and warrants. The dividend yield represents our anticipated cash dividends over the expected life of the stock options and warrants.
A summary of the compensation-based options and warrants activity for the fiscal years ended September 30, 2019 and 2018 is presented below:
The fiscal year end intrinsic values are based on a September 30, 2019 closing price of $0.51 per share. |
Certain Relationships and Related Transactions |
12 Months Ended |
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Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Certain Relationships and Related Transactions |
ADS Securities became the beneficial owner of 4,734,607 shares of Company common stock (the "Pledged Shares") upon delivery to the Company of a notice of event of default on July 21, 2017 (the "Notice of Default") under the Pledge Agreement dated May 4, 2017 (the "Pledge Agreement") between Sapinda Asia Limited, a company incorporated in the British Virgin Islands ("Sapinda Asia"), and a director of Sapinda Asia, as pledgors (the "Pledgors"), and ADS Securities, as pledgee, by ADS Securities to the Pledgors. The Pledgors pledged the Pledged Shares to ADS Securities pursuant to the Pledge Agreement in order to secure their obligations under (i), with respect to Sapinda Asia, the Terms for Business for Wealth Management Services dated February 18, 2015 between ADS Securities and Sapinda Asia and the Margin Facility Arrangement Annex dated May 8, 2016 between ADS Securities and Sapinda Asia, and (ii). with respect to the director of Sapinda Asia, certain guarantees securing the obligations of Sapinda Asia to ADS Securities.
ETS Limited became the beneficial owner of 4,871,745 shares of the Company’s common stock (“Track Group Shares”) held by ADS Securities pursuant to the Contribution Agreement dated September 28, 2017 (the “Contribution Agreement”) by and between ETS Limited and ADS Securities, pursuant to which ADS Securities transferred all of the Track Group Shares to ETS Limited in exchange for all of the outstanding shares of ETS Limited.
ETS Limited is the Company’s largest stockholder with 4,871,745 (42.7%) shares of the Company’s Common Stock beneficially owned at September 30, 2019. A director of ETS Limited was elected to the Company’s Board of Directors on February 7, 2018.
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Summary of Significant Accounting Policies (Details 3) - USD ($) |
Sep. 30, 2019 |
Sep. 30, 2018 |
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Accounting Policies [Abstract] | ||
Monitoring equipment | $ 8,947,668 | $ 8,488,196 |
Less: accumulated depreciation | (6,322,768) | (5,325,654) |
Monitoring equipment, net of accumulated amortization | $ 2,624,900 | $ 3,162,542 |
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