Attached files
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| EX-99.2 - UNAUDITED PRO FORMA FINANCIAL INFORMATION - Rekor Systems, Inc. | a992neosystemsproforma.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment No.
2
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
November
16, 2017
Date
of Report (date of earliest event reported)
NOVUME
SOLUTIONS, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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000-55833
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81-56266334
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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14420
Albemarle Point Place, Suite 200,
Chantilly,
VA 20151
(Address
of principal executive offices)
(703)
953-3838
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate by
check mark whether the registrant is an emerging growth
company as defined in in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth
company ☐
If an emerging
growth company, indicate by checkmark if the registrant has elected
not to use the extended transition period for complying
with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
EXPLANATORY
NOTE
Novume Solutions,
Inc. (the “Company,” “Novume,”
“we” or “us”) is filing this amended
Current Report on Form 8-K/A (the “Amendment No. 2”) to
amend Exhibit 99.2 of our amended Current Report on Form 8-K/A,
filed with the Securities and Exchange Commission (the
“SEC”) on November 28, 2017 (the “Amendment No.
1”) as related to the anticipated acquisition of NeoSystems,
Corp., to restate our unaudited pro forma condensed combined
balance sheet as of September 30, 2017 and our earnings per share
disclosures in our unaudited pro forma condensed combined
statements of operations for the nine months ended September 30,
2017 for an error with regard to the accounting for accretion on
our Series A Cumulative Convertible Redeemable Preferred Stock (the
“Series A Preferred Stock”). The previously filed
unaudited pro forma condensed combined financial statements for the
referenced period should no longer be relied upon. This Amendment
No. 2 also amends certain other items in Amendment No. 1, as listed
in “Items Amended in this Amendment No. 2”
below.
Effects
of the restatement
We identified and
corrected an error in the accounting treatment related to the
accretion to redemption value on our Series A Preferred Stock as of
September 30, 2017. The Company had previously disclosed that
accretion would be recorded as of December 31, 2017. Based on the
Company’s revised internal analysis, we determined that the
accretion was material to our pro forma earnings per share
calculations for all quarters reported in fiscal year 2017 through
September 30, 2017.
The Company
calculated year-to-date accretion of $400,616 for the nine months
ended September 30, 2017.
The adjustment had
disclosure impact on the unaudited pro forma condensed combined
statements of operations and comprehensive loss relating to
earnings (loss) per share disclosures and had no impact on cash
flows for the nine-months ended September 30,
2017.
The following table
illustrates the impact of the correction to the unaudited pro forma
condensed combined balance sheets and our unaudited pro forma
condensed combined statement of shareholders’
equity:
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Novume Solutions, Inc. as of September 30, 2017
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As previously reported
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Adjustment
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Restated
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Series
A Cumulative Convertible Redeemable Preferred
Stock
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$ 3,845,925
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$ 400,616
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$ 4,246,541
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Additional
paid-in capital
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$ 9,325,795
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$ (400,616)
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$ 8,925,179
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Total
Stockholders’ Equity
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$ 6,731,826
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$ (400,616)
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$ 6,331,210
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Novume Solutions, Inc. with Global Technical Services, Inc. and
Global Contract Professionals as of September 30,
2017
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As previously reported
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Adjustment
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Restated
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Series
A Cumulative Convertible Redeemable Preferred
Stock
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$ 3,845,925
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$ 400,616
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$ 4,246,541
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Additional
paid-in capital
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$ 9,892,045
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$ (400,616)
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$ 9,491,429
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Total
Stockholders’ Equity
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$ 9,701,928
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$ (400,616)
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$ 9,301,311
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Novume Solutions, Inc. with Global Technical Services, Inc., Global
Contract Professionals, Inc. and NeoSystems, Corp. as of September
30, 2017
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As previously reported
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Adjustment
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Restated
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Series
A Cumulative Convertible Redeemable Preferred
Stock
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$ 3,845,925
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$ 400,616
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$ 4,246,541
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Additional
paid-in capital
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$ 21,504,410
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$ (400,616)
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$ 21,103,794
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Total
Stockholders’ Equity
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$ 21,314,511
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$ (400,616)
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$ 20,913,895
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2
The following table
illustrates the impact of the correction on our earnings per share
disclosures in our unaudited pro forma condensed combined
statements of operations:
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Novume Solutions, Inc. for the nine months ended September 30,
2017
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As previously reported
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Adjustment
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Restated
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Earnings
(loss) per share
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$ (0.20)
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$ (0.03)
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$ (0.23)
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Novume Solutions, Inc. with Brekford Traffic Safety, Inc.,
Firestorm, LLC & Affiliate, Global Technical Services, Inc. and
Global Contract Professionals, Inc. for the nine months ended
September 30, 2017
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As previously reported
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Adjustment
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Restated
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Earnings
(loss) per share
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$ (0.21)
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$ (0.05)
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$ (0.26)
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Novume Solutions, Inc. with Brekford Traffic Safety, Inc.,
Firestorm, LLC & Affiliate, Global Technical Services, Inc.,
Global Contract Professionals, Inc. and NeoSystems, Corp. for the
nine months ended September 30, 2017
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As previously reported
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Adjustment
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Restated
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Earnings
(loss) per share
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$ (0.21)
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$ (0.02)
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$ (0.23)
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Items
Amended in this Amendment No. 2
The following
exhibit in the Amendment No. 1 has been amended as a result of, and
to reflect, the restatement:
●
Exhibit 99.2
– Novume Solutions, Inc. unaudited pro forma financial
information giving effect to the anticipated acquisitions of
NeoSystems, Corp.
In addition, the
Exhibit Index has been appropriately updated.
3
Item
1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On November 16,
2017, Novume Solutions, Inc., a Delaware corporation
(“Novume” or the “Company”), entered into
an Agreement and Plan of Merger (the “Merger
Agreement”) by and among Novume, NeoSystems Holding, LLC, a
Delaware limited liability company and wholly owned subsidiary of
Novume (“Merger Sub”), NeoSystems HoldCo, Inc., a
Virginia corporation (“NeoSystems HoldCo”), NeoSystems
LLC, a Virginia limited liability company and a wholly owned
subsidiary of NeoSystems HoldCo (“NeoSystems”), Robert
W. Wilson, Jr., in his personal capacity, Michael Tinsley, in his
personal capacity (Messrs. Wilson and Tinsley, collectively, the
“Key Holders”) and Michael Tinsley, in his capacity as
the representative of each shareholder of NeoSystems Holdco that
has not demanded and perfected appraisal rights under the Virginia
Stock Corporation Act (the “Participating
Stockholders”). Pursuant to the Merger Agreement, Novume will
acquire NeoSystems through a forward merger, whereby NeoSystems
HoldCo will merge with and into Merger Sub, with Merger Sub as the
surviving entity and the sole holder of NeoSystems (the
“Merger”).
Item
9.01 Financial Statements and Exhibits.
The following
audited financial statements are attached hereto as Exhibit
99.1:
●
Consent
of RSM US LLP Independent Auditors
●
The
balance sheets of NeoSystems as of December 31, 2016 and
2015
●
The
statements of operations of NeoSystems for the
years ended December 31, 2016 and 2015
●
The
statement of stockholders’ equity of NeoSystems for the
years ended December 31, 2016 and 2015
●
The
statement of cash flows of NeoSystems for the
years ended December 31, 2016 and 2015
●
Notes
to financial statements of NeoSystems
(d)
Exhibits
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Exhibit
No.
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Description
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23.1
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Consent of RSM US
LLP, Independent Auditors (1)
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99.1
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Audited Financial
Statements of NeoSystems, Corp. for the years ended
December 31, 2016 and 2015
(1)
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99.2
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Unaudited Pro Forma
Financial Information of Novume Solutions, Inc. for the nine months
ended September 30, 2017 and for the year ended December 31,
2016 giving effect to the anticipated acquisition of
NeoSystems, Corp. (2)
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(1)
Previously filed as an exhibit to our Current
Report on Form 8-K/A, filed with the SEC as of November 28,
2017.
(2)
Filed herewith.
4
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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NOVUME SOLUTIONS,
INC.
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By:
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/s/ Robert A.
Berman
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Name:
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Robert A.
Berman
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Title:
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Chief Executive
Officer
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Date: January 25,
2018
5
EXHIBIT
INDEX
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Exhibit
No.
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Description
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Consent of RSM US LLP, Independent Auditors
(1)
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Audited Financial
Statements of NeoSystems, Corp. for the years ended December 31,
2016 and 2015 (1)
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Unaudited Pro Forma
Financial Information of Novume Solutions, Inc. for the nine months
ended September 30, 2017 and for the year ended December 31,
2016 giving effect to the anticipated acquisition of
NeoSystems, Corp. (2)
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(1)
Previously filed as an exhibit to our Current
Report on Form 8-K/A, filed with the SEC as of November 28,
2017.
(2)
Filed herewith.
6