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EX-99.2 - UNAUDITED PRO FORMA FINANCIAL INFORMATION - Rekor Systems, Inc. | global992exhibit.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
October 1, 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
Albermarle 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 21, 2017 (the “Amendment No.
1”) as related to the acquisitions of Global Technical
Services, Inc. and Global Contract Professionals, Inc. 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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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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2
Items
Amended in this Amendment No. 2
The following
exhibit in 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 acquisitions of Global Technical
Services, Inc. and Global Contract Professionals,
Inc.
In addition, the
Exhibit Index has been appropriately updated.
On October 1, 2017,
Novume Solutions, Inc., a Delaware corporation
(“Novume” or the “Company”), completed its
previously announced acquisition (the “Mergers”) of
Global Technical Services, Inc. a Texas corporation
(“GTS”) and Global Contract Professionals, Inc. a Texas
corporation (“GCP”) pursuant to the terms of an
Agreement and Plan of Merger, dated September 21, 2017 (the
“Merger Agreement”), by and among Novume, Global
Technical Services Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of Novume (“GTS Merger Sub”),
Global Contract Professionals Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Novume (“GCP
Merger Sub”), GTS, GCP, and the sole stockholder of GTS and
GCP (the “Stockholder”), as previously disclosed in the
Company’s Current Report on Form 8-K as filed with the
Securities and Exchange Commission on September 22, 2017 (the
“Merger Agreement Form 8-K”).
Item
9.01. Financial
Statements and Exhibits.
The following
audited financial statements are attached hereto as Exhibit
99.1:
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●
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Report of BD &
Company, Inc., Independent Auditors
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●
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The balance sheets
of GTS and GCP as of December 31, 2016 and 2015
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●
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The statements of
operations of GTS and GCP for the years ended December 31, 2016 and
2015
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●
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The statement of
stockholders’ equity of GTS and GCP for the years ended
December 31, 2016 and 2015
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●
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The statement of
cash flows of GTS and GCP for the years ended December 31, 2016 and
2015
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●
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Notes to financial
statements of GTS and GCP
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(d)
Exhibits
Exhibit
No.
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Description
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23.1
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Consent of BD &
Company Inc., Independent Auditors (1)
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23.2
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Consent of BD &
Company Inc., Independent Auditors (1)
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99.1
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Audited Financial Statements of Global Technical
Services, Inc. and Global Contract Professionals, Inc. 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. as for the nine
months ended September 30, 2017 and for the year ended December 31,
2016 giving effect to
the acquisitions of Global Technical Services, Inc. and Global
Contract Professionals, Inc. (2)
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(1)
Previously filed as Exhibit 99.1 to our Current
Report on Form 8-K/A, filed with the SEC as of November 21,
2017
(2)
Filed
herewith.
3
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
4
EXHIBIT
INDEX
Exhibit
No.
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Description
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23.1
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23.2
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99.1
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99.2
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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 21,
2017.
(2)
Filed
herewith.
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