Good afternoon, ladies and gentlemen, and welcome to today's Rekor Systems, Inc. Conference Call. My name is Diego, and I will be your coordinator for today. [Operator Instructions] As a reminder, this conference call is being recorded for replay purposes. Before we start, I want to read you the company's abbreviated safe harbor statement. I want to remind you that statements made in this conference call concerning future revenues, results of operations, financial position, markets, economic conditions, products and product releases, partnerships and any other statements that may be construed as a prediction of future performance or events are forward-looking statements. Such statements can involve known and unknown risks and uncertainties and other factors, which may cause actual results to differ materially from those expressed or implied by such statements. We ask you that you refer to the full disclaimers in our earnings release. You should also review a description of the risk factors contained in our annual and quarterly filings with the SEC. Non-GAAP results will also be discussed on the call. The company believes the presentation of non-GAAP information provides useful supplementary data concerning the company's ongoing operations, and is provided for informational purposes only. I would now like to turn the presentation over to Mr. David Desharnais, President and CEO of Rekor Systems.

Good afternoon, and thank you for joining us today. As I conclude my first full quarter as President and CEO of Rekor, I am pleased to share our solid progress in the quarter and strategic vision for the future. Over the past 90 days, since stepping into this role, I've delved deeply into every aspect of our business. I've been focusing on refining our financial processes, enhancing the work that we are doing in government relations and driving operational excellence across our sales team and field operations. My commitment is to establish and strengthen the governance structures and scaling mechanisms that will help transform Rekor into a more predictable growth engine. And I'm encouraged by the team's positive response to the direction and priorities that have set and the substantial progress we've made so far. Also, over the past three months, I've had the privilege of engaging with many of our investors and shareholders globally. Your insights have been invaluable to me, and I want you to know that I'm listening. Our conversations have reinforced three key themes: strong enthusiasm for our market position and opportunities, concerns about securing necessary capital to continue our significant growth trajectory amidst macroeconomic uncertainty and slow government contracting cycles; and finally, eagerness for meaningful customer traction. Today, I'll address these three areas and provide insight into our path forward. To begin with, let me stress that navigating the complex procurement processes of federal, state and local government agencies is challenging. But it also provides an opportunity with unparalleled long-range stability and growth potential. While we've been fielding our AI-based solutions in the transportation and traffic segments for just over a year at this point, namely our Discover and Command platforms. We have moved at a rapid pace, gaining awareness, preference and adoption across multiple…

Thank you, David. Hello, everyone, and thanks for joining us today to discuss our results for the six and three months ended June 30, 2024. I would like to start with our recent announcement that we have just infused $15 million into the company for a facility that can provide up to another $20 million in capital should we need it. The agreement is designed with strong shareholder protection, including a $2.6 million monthly cap on prepaid balance conversions to equity, and a ban on short selling by the counterparty, which minimizes dilution and allows us to draw less capital or repay the notes early once our expected contracts materialize. Full details about this agreement have been provided in our 8-K concerning the financing, and I won't delve into them now. Suffice it to say that this gives us the necessary resources to address the recent government contract delays we've been facing. This injection of funds position us to meet our 2024 growth targets. And as is shown by our Q2 performance, we are making solid progress against this. We'll continue to drive operational efficiencies and carefully manage our cash flow to ensure it is used effectively, but at the same time, we have improved our metrics year-over-year and quarter-over-quarter. Going forward, some of the larger recurring revenue contracts we are pursuing may involve significant upfront installation expenses. If additional capital is needed for this implementation, we plan to prioritize non-dilutive financing options, such as issuing an additional series to our revenue sharing notes. We expect to continue to address our capital needs prudently, expanding our industry leadership and fulfilling our customer commitment as needed. In this regard, we have engaged B.C. Ziegler and Company, a specialty investment bank, to service as placement agent and market maker in connection with…

Thanks, Eyal. As Eyal highlighted, we delivered a solid Q2, performing well against all metrics and achieving the highest top line revenue in our history. And with the capital now in place to support our continued growth, we are laser-focused on executing our customer expansion plans and driving what we expect will be a strong year-over-year growth, along with a healthy pipeline dynamic heading into 2025. Now I'd like to share some important business highlights from the quarter. As mentioned earlier, a major theme I probed from investors is the strong enthusiasm for our market position and opportunity and eagerness to see customer traction. I'm pleased to share that the progress we've made in the past quarter across each of our business segments is meaningful and continues to lay a solid foundation for continued growth. Rekor's industry reputation as the leader in roadway intelligence is steadily growing, with our brand and AI-based solutions gaining recognition across multiple high-profile forums and institutions. We are regularly invited to share insights and success stories in local and national media, underscoring our thought leadership in the future of AI and transportation. We were also proud to recently have the Baltimore Business Journal recognizes as the number one fastest-growing company in the region, as well as highlight our commitment to digitizing critical transportation infrastructure across the nation. Additionally, we were honored with a special invitation to join a high-profile panel alongside leaders from TxDOT and Amazon/AWS. During the event, the CIO of TxDOT highlighted Rekor's industry leadership and the significant impact of our technology in Texas. Notably, Rekor Command was credited with helping achieve a 29% reduction in secondary crashes and a 44-minute improvement in incident resolution times, underscoring our vital role in their mission-critical efforts to save lives on their roadways. This quarter, Rekor…

Our first question comes from Michael Latimore with Northland Capital Markets. Please state your question.

All right. Thank you. Yes. Yes, great to see all the news recently contracts and with a 27% sequential growth in the quarter here. I guess, in terms of the -- this kind of large contract you highlighted here, 1,000 units potentially, I guess, one, are those basically going to go into locations that you currently manage, and you upgrade them? Or are there also new locations embedded in that? And then what's your thought on time to get all these deployed now?

Hi there. Mike, good to have you on the call. Thanks for the question. So in terms of the large contract, yes, we do have management responsibility for a number of these. But it's a mixture of existing as well as new areas that otherwise would not have been done. The mixture of areas that would have normally been done with portable or short-term, that will move to a more permanent solution because now it can be done. So that's a lot of new opportunity there for us. But to answer your direct question, it is a mixture of existing ones that are scheduled for replacement and new ones that otherwise could not have been done.

Great. And it sounds like you have started to deploy the units. And is there -- what -- over what -- how many months or quarters do you expect to be able to deploy the 1,000, let's say?

Well, we would expect that -- it's probably -- like it depends on, I would say, a few things. Like in the area -- Like in -- I hope you understand, there's expected and predicted to be about 20 to 24 named storms in the area, 8 to 12 hurricanes between June and November. So again, if those didn't happen, clear sunny days, I would say that we'd probably be in the 6-month range to get that through with existing resources. And it could go higher based on that. But I'd say that's what I would expect.

Yes. Yes. Okay. Yes. I'm near to the Gulf Coast and very attuned to those forecasts. So for sure.

Yes, indeed. Best of luck.

And then is the pricing model here -- and maybe you can't talk about it, is the pricing model kind of the hardware and maintenance one or the full subscription one?

In the cases that we're talking about, because we're talking about a regional area, it varies by the states in the Southeast. But the one in particular that I'm referring to is a mixture of hardware and subscription bundle together. So paid upfront in the way that the state would like to do that through their procurement processes. But it very much is over time. But I would say it is bundled together.

Okay. Great. And then on the Texas news you just had. You characterize that as, I think, kind of maintenance and repair. I guess one, is that -- just to clarify that, that's what that deal is about. And then two, do you see an opportunity in Texas similar to the one -- the large one we just discussed?

So on the Texas opportunity, one of the things that we do well, and we're trusted to do is looking to -- well, evaluating, maintaining, replacing, repairing existing infrastructure. That, frankly, what makes us incredibly valuable to the states. But the opportunity to have line of sight on every device on the roadway is the provision to also replace with AI. So right now, we have access to both of those opportunities, and we're just getting started. So we need to make sure that we're being able to extract every single dollar and earn every single dollar from that opportunity, and it will equate to both existing maintenance as well as replacement for AI.

Great. And just last one on ATD. How is that tracking with your expectations? Have they helped with some of these recent wins?

Actually very well. I'm very pleased with the acquisition as we have been over time with our STS acquisition as well. Excellent team, it broadened the market for us. We're doing work in new states that we've never done. And also now integrating our AI technologies into the workflow. So I really truly could not be happier with that team and also with the progress we're making in terms of integration, but also new business. So yes, very well, actually.

Yes, great. Thanks a lot. Best of luck this year. Thank you.

Thank you, Mike.

[Operator Instructions] Our next question comes from Noah Levitz with William Blair. Please state your question.

David, Eyal good afternoon. This is Noah Levitz on for Louie DiPalma. Thank you for taking my questions. To start off, as it relates to your new partnership with SoundThinking for PlateRanger, just to gain some more color, how is your solution going to stack up versus some of the existing solutions already on the market? Will it be priced comparatively to some of the others? And then can you also elaborate on any other differentiators that you're going to provide?

So yes, a very good question. We're excited about this relationship. SoundThinking is a respected name and brand in the law enforcement area. And so we're thrilled with the opportunity to work with them. In terms of our go-to-market and pricing, that's really up to how SoundThinking wants to approach their market. They've got a large installed base that, that will expand into, including vehicle recognition and LPR and the connection with PlateRanger, which is powered by Rekor under the hood of that and connecting to their ShotSpotter, how does it compare competitively. One of the things I can say objectively through third-party benchmarking is that Rekor's license plate recognition and vehicle recognition technology is the top of the stack. So from a competitive nature, we still very -- feel very good about that. In terms of how SoundThinking and their ShotSpotter technology stacks up, we believe, and we've heard enough evidence from our customers that this is a leading technology in the market. So to me, it's like chocolate and peanut butter coming together, so you really have an end-to-end solution now for law enforcement to have the tools that they need to increase public safety. And so pricing, it's going to be up to how SoundThinking, which is to structure that with our customers, not us. So I can't comment on that. But our solution together with SoundThinking is where we are effectively working with SoundThinking as a channel to market. And so again, the rest of that engagement will support it, but it really starts with SoundThinking. Does that help you understand, Noah?

Yes. No, that was very helpful. And then just a little follow-up on that. Will it be utilizing solar? There's a lot of traction with solar power LPR cameras. So I was interested if PlateRanger will also be doing that?

Yes. Yes, indeed, it will. The technology, again, from a physicality standpoint is Rekor technology under the hood, both from a hardware perspective as well as the software perspective and the AI agents that run. So we've always been solar. So solar is absolutely part of it. And it's, in fact, a strong differentiator for us as well.

Great. That was it from me. Thank you very much.

All right. Thanks Noah. Appreciate it.

And our next question comes from KC Ambrecht with Shay Capital. Please state your question.

Thank you very much for taking the question. David, good update to hear this quarter. Just a couple of clarifications here. The $35 million contract that you guys mentioned last quarter that you talked about today, I assume based on the hurricane comment there, it's probably Florida. But I just wanted to get a sense that if it's over six months just at the minimum, which it sounds like it's probably going to be more just depending on how it's following this time of the year. That adds about $6 million of -- like $6 million, if it's equal, if it's straight line, that adds about $6 million of revenue a quarter. How do we think about profitability for Rekor when a contract this size comes online?

I'm trying to understand -- I don't know -- Eyal, maybe you understand the question better than I do?

I mean you guys lost $5.5 million of EBITDA this quarter. And if you start bringing in this contract, that should add $6 million a month in revenue, if you just say it's going to take six months, it's a $35 million contract. How do we think about -- how does that impact your profitability?

So you wouldn't do it all at once. Let me make sure I understand. So effectively, over a span of, say, six months, you're going to be putting an x number per week, per month and per quarter, et cetera. So you're going to ramp into that over time. And so -- and the way that contract would be structured here is that it would be paying upfront. So you would realize that linearly through the period of time. As fast as you can put things in, the faster that turns on. Does that answer -- am I getting to the heart of your question, K.C.?

Yes.

Okay.

And then how much of that would be like hardware versus kind of a SaaS type contract? Is it 50-50? Is it more hardware than SaaS? Like how do we think about that?

Eyal, do you have the -- give a details on that.

Yes, K.C., it's more on the hardware upfront and the SaaS is over time. So to your question on the $6 million every month, that's not $6 million maybe in cash if it all go well, but the revenues are only for the hardware, and some of the SaaS as we recognize as we go. The contracts talk about three years upfront for SaaS. So we recognize it all the time.

Okay. And then you mentioned previous questions talked about Texas. How big can Texas be? Can it be the same size as this type of contract over time? Or is it a different size?

So we're -- that's a really important question, K.C. Texas is the largest roadway network in the United States. And so if you think about the miles of road there, you can imagine a disproportionate amount of sensors, right? And so the opportunity there, it's a big state. The other state that you're referring to is also a large state, one of the top 5 in the nation. So landing in these states and being able to expand, as I described also in Texas during my prepared remarks. The opportunity there is enormous for sure. And so a lot of sensors, a lot of roadways and statistically from what we understand from our customers and as they've described the stuff that's on roadways today, a half to 2/3 aren't really producing the results they need. So it provides a tremendous opportunity for sure.

Okay. And then lastly, you guys mentioned Georgia in your prepared commentary. It wasn't clear that you guys were there before. How big is Georgia today on an annual basis in your numbers?

Eyal, can you talk to that?

Yes. We do not provide numbers per customer, but this is one of the largest customers that we have. And to your point, Georgia is over 30 years customer with STS before the acquisition. It's a very large customer.

And did you upsell Georgia when you took over that company, STS? Did you increase the size of that contract?

Yes, the size of contracts no, but we did put AI units in Georgia.

Okay, which increased the revenue, right?

The current contract with Georgia is some sort of fixed price, we did increase the overall revenues from Georgia, yes, based on other parameters but not from the existing contracts. We have other source of revenues in Georgia as well. It's the relationship that we have with Georgia and help us expand beyond the current contract.

Okay. So you guys just outlined -- I'll say Florida, but you can say hurricane state, Georgia and Texas is three significant states in the union. So that's good to see. And then this new facility you set up with Ziegler, I think it Ziegler -- can you just kind of walk through like the strategy behind that? What type of loan to values you're getting on contracts? Like how it's structured? Like have you dropped in a new state, say, like on the West Coast, that's of size and it's a significant capital, how much credit are you going to get against the contract?

Are you talking about the revenue sharing contract?

No, the new financing facility you guys announced today. I think -- I think it's called Ziegler.

No. So I think you're confusing with the thing. We announced a prepaid advanced agreement, which is some sort of convertible. Yes, that's the $15 million upfront that we get. It's an equity basically, that we get upfront cash. We oversee a $15 million upward cash, and there will be a conversion over time to retain the same. With Ziegler, it's the same structure that we set back in 2023. It's called revenue-sharing note.

Yes, okay. Can you go through that?

Yes. So in this structure, actually, when we have a new contract, which is paid for data as opposed to the contract that we talked before on the $35 million, which became upfront on the hardware, some of the states, the procurement require pay for data. They don't want to own the hardware. So they pay a smaller monthly fees for SaaS, for maintenance, the hardware and the software. And with the current structure that we have on the revenue sharing notes, we get $0.50 for every dollar, meaning if we have $30 million worth of total contract value three years -- over three years, the current indenture said that we can grow up to 50%, so $15 million. That's just the current structure with the revenue sharing notes.

Okay. Great. And then, David, now that you've been there really starting to run the company for over a quarter now, but have been there for a couple of years. What's your expectation for profitability considering that you have these large contracts coming online? When do you kind of cross that threshold?

Yes. We have ambitions here in 2024, but I believe that given the hurricane season and such that it may bleed into 2025, but early 2025. So that's what I can tell you. But there's a lot of time between now and the end of the year, and we have a lot of stuff that's being executed. So again, we'll wait and see, but that's -- if I would be direct and fair, I would say we have optimism, but again, we have a practical thing about the deal with too. So we'll see how this goes, but we may bleed into 2025 in the first half.

Okay. Great. A lot of momentum. Thank you very much for the time.

You bet. Thanks, K.C.

[Operator Instructions] We have an additional question from Michael Latimore with Northland Capital Markets. Please state your question. Michael Latimore, you might have yourself muted. Go ahead.

Hi, there we go. Thanks. Yes. Just on these recent Command wins, can you explain the kind of the competitive dynamic there? Is there anything you're replacing? Or is this greenfield? And how does it roll out? Does it roll out statewide or is it go kind of city-by-city?

Yes. Thanks, Mike. So Command from the contracts that we announced here, this is regional based, not statewide for Oklahoma and Kansas City -- or Kansas City, sorry, Kansas State. It was what I meant to say. What's really interesting about that -- so it is regional, and we fully expect that will extend into the state. One of the things that I'm pleased to say is coming into the new role, as we are entering these smaller communities, that's a very important strategic move for us because it gives us a footprint with less friction. At a state level, you're dealing with a completely different dynamic. So being able to enter a state at a regional level is an accelerated pace, and that's the situation with these two that I talked about, in particular with Kansas as well as Oklahoma. Oregon, we talked about the work that we're already doing in Oregon. What this represents in Oregon, in particular, Umatilla County, this is a rural community that actually sees an enormous amount of traffic, surprisingly. And along that line, have the same challenges that they're facing at the state level. So this allows them to start doing two things. First of all, operate off the same source of truth and same pane of glass as the statewide, but they didn't have access to the system. So now they have access to the system, and it also connects into the future of the connected vehicle ecosystem that is going -- that we're working on with Oregon. So it's a little different dynamic. But to net it out, I would say that the regional approach is a very fast path relative to a state approach. It could take 18 months sometimes for a state, and these can be done in months. It really helps to pave the way for future expansion. And if you -- and you know you're in the Gulf area -- Gulf Coast area, right? Texas buts up to Oklahoma, that buts up to Kansas. And you can kind of see an I-35 corridor going through there that becomes interesting across state lines. Nobody does that, Mike. So this is really, really an interesting thing that we expect to continue to expand both at the state level, which we're excited about the progress we're making there, but also at the regional level, local level like we're seeing.

Very good. Very good. Now -- and then just...

Mike, you asked the second. You asked the second question. I just remembered. The sort of -- like you're replacing something or -- we're not replacing anything. We're replacing, I don't know, spreadsheets and cameras. You know what I mean, like whatever the traditional approach would be. So this is not like some displacement of some ATMS system or something like that. So just to answer that question.

That makes sense, yes. So it's sort of like the digitization of that function as well, just like with Discover?

That's right. That's right.

And then on gross margin, that was up nicely sequentially. How should we think about gross margin kind of going forward here?

Mike, thank you for the question. As I mentioned on the call, we anticipate for the long run to have higher gross margin as we refresh old technology with our technology. In the meantime, it will be a little choppy, but we do anticipate to see the trajectory of growth as we can see here -- around 50% to 55%. And as we start to refresh more and more of this old technology with our technology. We anticipate the gross margin to be above 60%, 65%.

Okay. Very good. Thanks a lot.

Thank you.

Thanks Mike.

Our next question comes from [Ray Yacko]. Please state your question.

Yes. Thanks for taking my call. With your partnership with SoundThinking and the rollout of PlateRanger, I believe, in September, will they go back to their existing customers that they have and offer it to them also? Or is it just their forward customers going forward? And do you also expect any other partnerships by the end of the year?

Ray, that's a great question. So listen, I can't speak for them, but I can tell you what we're observing, right? Because as they master the go-to-market for that on their timing, our expectation, and we're already seeing it, is that they are going into an existing customer base. I mean they've got a brilliant solution, but not a way to do vehicle recognition or LPR. So that complement is a no-brainer. And we've already done public webinars on this with their communities and stuff like that. So it's on. And that's a natural thing for them to do, and we're seeing that happen. How they're doing that sort of in the out years, I would expect the same, but I can't speak for them. I'm sure you can understand, but that would be a logical thing to do, yes.

And my second question is, with the share price being $0.12, $0.11 off the 52-week low, do you believe the profitability is what's holding the share price down at this time if you had mentioned profitability been pushed back to early quarter next year or maybe half of next year?

Yes. That's a crystal ball type of question. There's so many things that affect the stock price. But I would say, yes, one of the things that has been really clear to me, and we're really thrilled to talk about today was the progress and the traction that we're getting, and I would consider it meaningful traction with customers that we've been working with. And I think as we look forward, the value of the company is, we believe, to be substantial. And we're in it for the long-term, and we believe we're making the right decisions. We think the stock will be valued accordingly. In the short run, day-to-day, yes, I can't speak to the fluctuations, but our profitability, and frankly, our ability to continue to intercept the opportunity ahead, I think that was the big question with the ability to close sort of the concerns around capital, which we've done. The ability to be able to demonstrate meaningful customer traction, which we've done. And frankly, our technology position, I think we're doing the right things, and we're going to continue to do more of those. And so I can't speak to the crystal ball of the market, but we're going to continue to do what we're doing, which is executing against our plan.

Yes. As a shareholder, I've been around for a long time. So I'm not the day-by-day guy, but I've been around since like the BFDI days. So I'm not going anywhere, and I like the division has been set. So -- and my last question is -- I haven't mentioned, I believe, last quarter either. What about Mastercard? Has there been any updates with Mastercard?

No. With Mastercard, that's a -- that predates my time even at the company. And I think that program -- I don't work for Mastercard. I don't know what they're doing on that program. That's a Mastercard program. And so we're not engaged in expanding that program with them. So from that standpoint, I would say that there's nothing new to report on that. We do see opportunities in the QSR space, which is the quick service restaurant domain that we think is actually very, very interesting without a Mastercard. So we're not tethered to that. But I'd say stay tuned, right? Stay tuned on that for additional information. But the Mastercard piece, there's no updates on that for the reasons I mentioned.

Okay. And one last question I just thought of. Going back a couple of quarters ago with the State of Ohio and uninsured motorists' program. Nobody else seemed interested in that. I mean, it's just beside the State of Ohio that I believe you had to contract with?

Yes. It's not Ohio. It's Oklahoma. It's a Oklahoma City.

Oklahoma, I'm sorry.

Yes, no problem, I'm just making it clear. Yes. Oklahoma, very good results. The state is overwhelmingly happy. This is something that's tied to legislation and such that it's done at a state-by-state level. So the merits are there. They're very clear. The roads are way safer. Uninsured motorists are off the roads. So for all the things that you and I would care about being on the road and knowing that the people that we're driving with, I mean that's all good in the Oklahoma market. How the other states want to do it, it's unpredictable. Legislation is legislation. So the merits are there, but we don't control the legislation part.

Thank you. And that's all the time we have for questions today. I'll now hand the floor back to management for closing remarks.

Well, thank you all for your questions and for joining us today. We've covered a lot of ground from our financial strategies and market opportunities to the progress we're making across each of our segments. So as we move forward, we remain committed to executing our plan, addressing your concerns and driving value at the end of the day. We're excited about the opportunities ahead and confident in our ability to deliver on these commitments. So thank you again for your support, and we look forward to updating everyone on our Q3 call.

Thank you. This concludes today's conference. You may disconnect your lines at this time. Have a wonderful day.