Creative Realities, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Creative Realities, Inc. (CREX) has filed its 2023 10-K, detailing financial performance and corporate actions including a reverse stock split and merger-related considerations.</b>

AI Summary

CREATIVE REALITIES, INC. (CREX) filed a Annual Report (10-K) with the SEC on March 21, 2024. Creative Realities, Inc. (CREX) filed its 10-K for the fiscal year ending December 31, 2023. The company's business address is 13100 Magisterial Drive, Suite 100, Louisville, KY 40223. The filing indicates a reverse stock split of 1-for-3 occurred on March 23, 2023. A Secured Promissory Note had its maturity date extended to February 17, 2024, with an interest rate increase to 4.60%. The company issued common stock and cash for outstanding shares of Reflect capital stock as part of a merger agreement.

Why It Matters

For investors and stakeholders tracking CREATIVE REALITIES, INC., this filing contains several important signals. The 10-K filing provides a comprehensive overview of CREX's financial health and operational activities for the fiscal year 2023, which is crucial for investors to assess the company's performance and future prospects. Details regarding the Secured Promissory Note amendment and the merger with Reflect offer insights into the company's debt management and strategic growth initiatives.

Risk Assessment

Risk Level: medium — CREATIVE REALITIES, INC. shows moderate risk based on this filing. The company's financial disclosures, including details on contingent liabilities and debt instruments, suggest a medium level of risk related to financial obligations and potential future payments.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand the implications of the merger and outstanding debt on CREX's future financial stability.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period of report)
• 2024-03-21 — Filing Date (Date of filing)
• 1-for-3 — Reverse Stock Split Ratio (Ratio of reverse stock split)
• 0.59% — Initial Secured Promissory Note Interest Rate (Interest rate before amendment)
• 4.60% — Amended Secured Promissory Note Interest Rate (Interest rate after amendment)
• February 17, 2024 — Amended Maturity Date (New maturity date for the note)
• $818 — Deposit from Reflect (Deposit paid by Reflect to the Company prior to merger)
• $104 — Monthly Principal Installment (Monthly principal payment for the Secured Promissory Note)

Key Players & Entities

• CREATIVE REALITIES, INC. (company) — Filer name
• CREX (company) — Ticker symbol
• 13100 MAGISTERIAL DRIVE (company) — Business address street 1
• LOUISVILLE (company) — Business address city
• KY (company) — Business address state
• 40223 (company) — Business address zip
• WIRELESS RONIN TECHNOLOGIES INC (company) — Former company name
• Reflect (company) — Acquired entity in merger

FAQ

Risk Factors

• Guaranteed Consideration [medium — financial]: The company has recorded contingent liabilities for guaranteed consideration payable on or after February 17, 2025, subject to the terms of the Merger Agreement.
• Secured Promissory Note [medium — financial]: The Secured Promissory Note's maturity date was extended to February 17, 2024, with an increased annual interest rate to 4.60%.
• Merger with Reflect [medium — operational]: The merger involved the issuance of company common stock and cash consideration for Reflect's capital stock, and prior deposits reduced the consideration paid.

Key Financial Figures

• $0.01 — h registered Common Stock, par value $0.01 per share CREX The Nasdaq Stock Mar

Filing Documents

• crex20231231_10k.htm (10-K) — 1865KB
• ex_636996.htm (EX-3.1) — 16KB
• ex_636997.htm (EX-4.2) — 18KB
• ex_636998.htm (EX-19.1) — 101KB
• ex_642189.htm (EX-21.1) — 3KB
• ex_584164.htm (EX-23.1) — 3KB
• ex_584165.htm (EX-31.1) — 8KB
• ex_584166.htm (EX-31.2) — 8KB
• ex_584167.htm (EX-32.1) — 4KB
• ex_584168.htm (EX-32.2) — 4KB
• ex_642670.htm (EX-99.1) — 353KB
• crexlogonew.jpg (GRAPHIC) — 7KB
• ex_636998img001.jpg (GRAPHIC) — 3KB
• ex_636998img002.jpg (GRAPHIC) — 3KB
• ex_636998img003.jpg (GRAPHIC) — 3KB
• 0001437749-24-008777.txt (&nbsp;) — 10280KB
• crex-20231231.xsd (EX-101.SCH) — 93KB
• crex-20231231_cal.xml (EX-101.CAL) — 60KB
• crex-20231231_def.xml (EX-101.DEF) — 624KB
• crex-20231231_lab.xml (EX-101.LAB) — 551KB
• crex-20231231_pre.xml (EX-101.PRE) — 659KB
• crex20231231_10k_htm.xml (XML) — 1615KB

BUSINESS

BUSINESS 1 ITEM 1A

RISK FACTORS

RISK FACTORS 7 ITEM 1B UNRESOLVED STAFF COMMENTS 18 ITEM 1C CYBERSECURITY 18 ITEM 2

PROPERTIES

PROPERTIES 19 ITEM 3

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 19 ITEM 4 MINE SAFETY DISCLOSURES 19 PART II ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 20 ITEM 6 [RESERVED] 20 ITEM 7

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 20 ITEM 7A

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 30 ITEM 8

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 30 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 30 ITEM 9A

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 31 ITEM 9B OTHER INFORMATION 31 ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 31 PART III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 32 ITEM 11

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 32 ITEM 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 32 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 32 ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES 32 PART IV ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 33 ITEM 16 FORM 10-K SUMMARY 36 EXHIBIT INDEX 34

SIGNATURES

SIGNATURES 37 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 i Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS; RISK FACTOR SUMMARY The information in this Annual Report on Form 10-K ("Report") contains various forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. Forward-looking statements may include, but are not limited to, statements about: the adequacy of funds for future operations; future expenses, revenue and profitability; trends affecting financial condition and results of operations; the ability to convert proposals into customer orders, including our ability to realize the revenues included in our future guidance and backlog reports; general economic conditions and outlook, including those as a result of the COVID-19 pandemic; the ability of customers to pay for products and services received; the ability to satisfy our upcoming debt obligations and other liabilities; the impact of changing customer requirements upon revenue recognition; customer cancellations; the availability and terms of additional capital; the ability of the Company to continue as a going concern; industry trends and the competitive environment; the impact of the company's financial condition upon customer and prospective customer relationships; potential litigation and regulatory actions directed toward our industry in general; the influence of our largest shareholder and senior lender, Slipstream Funding, LLC; our reliance on certain key personnel in the management of our businesses; employee and management turnover; the existence of material weaknesses in internal controls over financial reporting;

BUSINESS

ITEM 1 BUSINESS Our Company Creative Realities, Inc. ("Creative Realities", the "Company", "we", "us" or "our") provides innovative digital signage and media solutions to enhance communications in a wide-ranging variety of out-of-home environments, key market segments and use cases, including: Retail Entertainment and Sports Venues Restaurants, including quick-serve restaurants ("QSR") Convenience Stores Financial Services Automotive Medical and Healthcare Facilities Mixed Use Developments Corporate Communications, Employee Experience Digital out of Home ("DOOH") Advertising Networks We serve market-leading companies, so there is a good chance that if you leave your home today to shop, work, eat or play, you will encounter one or more of our digital signage experiences. Our solutions are increasingly viable because we help our enterprise customers achieve a wide range of business objectives including: Increased brand awareness/engagement Improved customer support Enhanced employee productivity and satisfaction Increased revenue and profitability Improved guest experience Increased customer/guest engagement 1 Table of Contents Through a combination of organically grown platforms and a series of strategic acquisitions, including our acquisition of Reflect Systems, Inc., a Delaware corporation ("Reflect"), in February 2022, the Company assists customers to design, deploy, manage, and monetize their digital signage networks. The Company sources leads and opportunities for its solutions through its digital and content marketing initiatives, close relationships with key industry partners, equipment manufacturers, and the direct efforts of its in-house industry sales experts. Customer engagements focus on consultative conversations that ensure the Company's solutions are positioned to help customers achieve their business objectives in the most cost-effective manner possible. When comparing Creative Realities to other digital signage competitors,

View Full Filing

View this 10-K filing on SEC EDGAR