Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001277250 | |
Entity Registrant Name | Charge Enterprises, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 333-253073 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-0471969 | |
Entity Address, Address Line One | 125 Park Avenue, 25th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 212 | |
Local Phone Number | 921-2100 | |
Title of 12(b) Security | Common Stock, par value $.0001 per share | |
Trading Symbol | CRGE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 215,039,868 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 51,359 | $ 26,837 |
Restricted cash | 886 | 886 |
Accounts receivable net of allowances of $68 in 2023 and $322 in 2022 | 55,768 | 72,405 |
Inventory | 317 | 111 |
Deposits, prepaids and other current assets | 3,430 | 3,187 |
Investments in marketable securities | 5,868 | 6,757 |
Investments in non-marketable securities | 279 | 236 |
Contract assets | 8,128 | 6,090 |
Total current assets | 126,035 | 116,509 |
Property, plant and equipment, net | 485 | 732 |
Finance lease right-of-use assets | 888 | 341 |
Operating lease right-of-use assets | 3,123 | 4,028 |
Non-current assets | 248 | 240 |
Goodwill | 25,906 | 12,672 |
Intangible assets, net | 30,832 | 33,932 |
Total Assets | 187,517 | 168,454 |
Current liabilities | ||
Accounts payable | 73,105 | 61,644 |
Accrued liabilities | 7,922 | 11,121 |
Contract liabilities | 25,201 | 13,741 |
Derivative liability | 2 | 6,521 |
Finance lease liabilities | 242 | 112 |
Operating lease liabilities | 1,183 | 1,579 |
Current portion of long-term debt | 27,126 | 29,180 |
Total current liabilities | 134,781 | 123,898 |
Non-current liabilities | ||
Finance lease liabilities, non-current | 530 | 146 |
Operating lease liabilities, non-current | 1,808 | 2,199 |
Contingent consideration liability | 5,758 | 0 |
Net deferred tax liability | 1,072 | 1,410 |
Total Liabilities | 143,949 | 127,653 |
Series C preferred stock (6,226,370 shares issued and outstanding at September 30, 2023, and December 31, 2022) | 19,458 | 16,572 |
Commitments, contingencies and concentration risk | ||
Stockholders' Equity | ||
Common stock, $0.0001 par value; 750,000,000 shares authorized, 215,039,868 and 206,844,580 issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 21 | 20 |
Additional paid in capital | 208,564 | 179,723 |
Accumulated deficit | (184,475) | (155,514) |
Total Stockholders' Equity | 24,110 | 24,229 |
Total Liabilities and Stockholders' Equity | 187,517 | 168,454 |
Series C Preferred Stock [Member] | ||
Non-current liabilities | ||
Series C preferred stock (6,226,370 shares issued and outstanding at September 30, 2023, and December 31, 2022) | 19,458 | 16,572 |
Series D Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock | 0 | 0 |
Series E Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock | $ 0 | $ 0 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Allowance for doubtful accounts | $ 68 | $ 322 |
Common stock, Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, Shares issued (in shares) | 215,039,868 | 206,844,580 |
Common stock, Shares outstanding (in shares) | 215,039,868 | 206,844,580 |
Series C Preferred Stock [Member] | ||
Temporary Equity, Shares Issued (in shares) | 6,226,370 | 6,226,370 |
Temporary Equity, Shares Outstanding (in shares) | 6,226,370 | 6,226,370 |
Series D Preferred Stock [Member] | ||
Preferred stock, Shares issued (in shares) | 1,177,023 | 1,177,023 |
Preferred stock, Shares outstanding (in shares) | 1,177,023 | 1,177,023 |
Series E Preferred Stock [Member] | ||
Preferred stock, Shares issued (in shares) | 3,200,000 | |
Preferred stock, Shares outstanding (in shares) | 0 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | $ 132,277 | $ 185,857 | $ 473,412 | $ 529,876 |
Cost of sales | 123,255 | 450,353 | ||
Gross profit | 9,022 | 23,059 | ||
Operating expenses | ||||
General and administrative | 4,315 | 14,854 | ||
Salaries and related benefits | 8,890 | 27,173 | ||
Professional fees | 1,006 | 1,918 | ||
Depreciation and amortization expense | 1,172 | 433 | 3,574 | 1,745 |
Total operating expenses | 15,383 | 47,519 | ||
(Loss) from operations | (6,361) | (24,460) | ||
Other income (expenses): | ||||
Income (loss) from investments, net | 675 | 1,637 | (1,343) | |
Change in fair value of derivative liabilities | 57 | 1,713 | 28,669 | |
Interest expense | (1,489) | (4,515) | ||
Loss on impairment | (56) | (114) | 0 | |
Other income (expense), net | 848 | 1,876 | ||
Foreign exchange gain (loss) | 116 | (53) | ||
Total other income (expenses), net | 151 | 544 | ||
Income (loss) before income taxes | (6,210) | 16,173 | (23,916) | (12,341) |
Income tax (expense) benefit | (741) | 8 | (1,093) | 1,336 |
Net income (loss) | (6,951) | 14,407 | (25,009) | (11,005) |
Less: Deemed dividend | (2,885) | (2,885) | ||
Less: Preferred dividends | (362) | (1,086) | ||
Net income (loss) available to common stockholders | $ (10,198) | $ (28,980) | ||
Basic income (loss) per share available to common stockholders (in dollars per share) | $ (0.05) | $ (0.14) | ||
Diluted income (loss) per share available to common stockholders (in dollars per share) | $ (0.05) | $ (0.14) | ||
Weighted average number of shares outstanding, basic (in shares) | 214,273 | 211,423 | ||
Weighted average number of shares outstanding, diluted (in shares) | 214,273 | 211,423 | ||
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | ||||
Revenues | 185,857 | 529,876 | ||
Cost of sales | 179,760 | 512,143 | ||
Gross profit | 6,097 | 17,733 | ||
Operating expenses | ||||
General and administrative | 5,141 | 17,200 | ||
Salaries and related benefits | 7,850 | 23,597 | ||
Professional fees | 666 | 2,578 | ||
Depreciation and amortization expense | 433 | 1,745 | ||
Total operating expenses | 14,090 | 45,120 | ||
(Loss) from operations | (7,993) | (27,387) | ||
Other income (expenses): | ||||
Income (loss) from investments, net | (200) | (1,343) | ||
Change in fair value of derivative liabilities | 28,669 | 28,669 | ||
Interest expense | (1,015) | (9,939) | ||
Loss on impairment | 0 | 0 | ||
Other income (expense), net | (3,289) | (2,255) | ||
Foreign exchange gain (loss) | 1 | (86) | ||
Total other income (expenses), net | 24,166 | 15,046 | ||
Income (loss) before income taxes | 16,173 | (12,341) | ||
Income tax (expense) benefit | 8 | 1,336 | ||
Net income (loss) | 16,181 | (11,005) | ||
Less: Deemed dividend | 0 | (36,697) | ||
Less: Preferred dividends | (302) | (922) | ||
Net income (loss) available to common stockholders | $ 15,879 | $ (48,624) | ||
Basic income (loss) per share available to common stockholders (in dollars per share) | $ 0.07 | $ (0.25) | ||
Diluted income (loss) per share available to common stockholders (in dollars per share) | $ 0.06 | $ (0.25) | ||
Weighted average number of shares outstanding, basic (in shares) | 206,225 | 196,126 | ||
Weighted average number of shares outstanding, diluted (in shares) | 231,388 | 196,126 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net income (loss) | $ (6,951) | $ 14,407 | $ (25,009) | $ (11,005) |
Other comprehensive income (loss), net of tax | ||||
Components of comprehensive income (loss) | 0 | 0 | ||
Other comprehensive income (loss), net of tax | 0 | 0 | ||
Comprehensive income (loss) | $ (6,951) | $ (25,009) | ||
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | ||||
Net income (loss) | 16,181 | (11,005) | ||
Other comprehensive income (loss), net of tax | ||||
Components of comprehensive income (loss) | 0 | 0 | ||
Other comprehensive income (loss), net of tax | 0 | 0 | ||
Comprehensive income (loss) | $ 16,181 | $ (11,005) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Cumulative Effect, Period of Adoption, Adjustment [Member] Preferred Stock [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Common Stock [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Common Stock To Be Issued [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Additional Paid-in Capital [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] AOCI Attributable to Parent [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Retained Earnings [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Series C Preferred Stock [Member] Preferred Stock [Member] | Series C Preferred Stock [Member] Common Stock [Member] | Series C Preferred Stock [Member] Common Stock To Be Issued [Member] | Series C Preferred Stock [Member] Additional Paid-in Capital [Member] | Series C Preferred Stock [Member] AOCI Attributable to Parent [Member] | Series C Preferred Stock [Member] Retained Earnings [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] Preferred Stock [Member] | Series D Preferred Stock [Member] Common Stock [Member] | Series D Preferred Stock [Member] Common Stock To Be Issued [Member] | Series D Preferred Stock [Member] Additional Paid-in Capital [Member] | Series D Preferred Stock [Member] AOCI Attributable to Parent [Member] | Series D Preferred Stock [Member] Retained Earnings [Member] | Series D Preferred Stock [Member] | Conversion of Debt into Common Stock [Member] Preferred Stock [Member] | Conversion of Debt into Common Stock [Member] Common Stock [Member] | Conversion of Debt into Common Stock [Member] Common Stock To Be Issued [Member] | Conversion of Debt into Common Stock [Member] Additional Paid-in Capital [Member] | Conversion of Debt into Common Stock [Member] AOCI Attributable to Parent [Member] | Conversion of Debt into Common Stock [Member] Retained Earnings [Member] | Conversion of Debt into Common Stock [Member] | Private Placement [Member] Preferred Stock [Member] | Private Placement [Member] Common Stock [Member] | Private Placement [Member] Common Stock To Be Issued [Member] | Private Placement [Member] Additional Paid-in Capital [Member] | Private Placement [Member] AOCI Attributable to Parent [Member] | Private Placement [Member] Retained Earnings [Member] | Private Placement [Member] | Restricted Stock Units (RSUs) [Member] Preferred Stock [Member] | Restricted Stock Units (RSUs) [Member] Common Stock [Member] | Restricted Stock Units (RSUs) [Member] Common Stock To Be Issued [Member] | Restricted Stock Units (RSUs) [Member] Additional Paid-in Capital [Member] | Restricted Stock Units (RSUs) [Member] AOCI Attributable to Parent [Member] | Restricted Stock Units (RSUs) [Member] Retained Earnings [Member] | Restricted Stock Units (RSUs) [Member] | Conversion of Series B Preferred Stock into Common Stock [Member] Preferred Stock [Member] | Conversion of Series B Preferred Stock into Common Stock [Member] Common Stock [Member] | Conversion of Series B Preferred Stock into Common Stock [Member] Common Stock To Be Issued [Member] | Conversion of Series B Preferred Stock into Common Stock [Member] Additional Paid-in Capital [Member] | Conversion of Series B Preferred Stock into Common Stock [Member] AOCI Attributable to Parent [Member] | Conversion of Series B Preferred Stock into Common Stock [Member] Retained Earnings [Member] | Conversion of Series B Preferred Stock into Common Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2021 | 2,370,370 | 184,266,934 | 6,587,897 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 0 | $ 0 | $ 0 | $ (3,320) | $ 0 | $ 3,115 | $ (205) | $ 0 | $ 18 | $ 1 | $ 117,727 | $ (32) | $ (103,366) | $ 14,348 | ||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 0 | 0 | 0 | 10,744 | 0 | 0 | 10,744 | |||||||||||||||||||||||||||||||||||||||||||||||||
Less: Preferred dividends | 0 | 0 | 0 | 0 | 0 | (267) | (267) | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued (in shares) | 3,856,000 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued | $ 0 | $ 0 | $ 0 | $ 12,050 | $ 0 | $ 0 | $ 12,050 | |||||||||||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature arising from preferred stock | $ 0 | $ 0 | $ 0 | 2,651 | 0 | 0 | 2,651 | |||||||||||||||||||||||||||||||||||||||||||||||||
Less: Deemed dividend | $ 0 | $ 0 | $ 0 | 0 | 0 | (3,856) | (3,856) | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for acquisition (in shares) | 0 | 5,201,863 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for acquisition | $ 0 | $ 1 | $ 0 | 17,530 | 0 | 0 | 17,531 | |||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock (in shares) | 0 | 319,950 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock | $ 0 | $ 0 | $ 0 | $ 80 | $ 0 | $ 0 | $ 80 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | $ 0 | $ 0 | $ 0 | 0 | 0 | (13,141) | (13,141) | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Mar. 31, 2022 | 6,226,370 | 189,788,747 | 6,587,897 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Mar. 31, 2022 | (2,538) | 2,482 | (56) | $ 0 | $ 19 | $ 1 | 157,462 | (32) | (117,515) | 39,935 | ||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2021 | 2,370,370 | 184,266,934 | 6,587,897 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | 0 | 0 | 0 | (3,320) | 0 | 3,115 | (205) | $ 0 | $ 18 | $ 1 | 117,727 | (32) | (103,366) | 14,348 | ||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (11,005) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Sep. 30, 2022 | 1,177,023 | 206,482,414 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Sep. 30, 2022 | $ 0 | $ 20 | $ 0 | 173,543 | 0 | (145,792) | 27,771 | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Mar. 31, 2022 | 6,226,370 | 189,788,747 | 6,587,897 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Mar. 31, 2022 | (2,538) | 2,482 | (56) | $ 0 | $ 19 | $ 1 | 157,462 | (32) | (117,515) | 39,935 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 0 | 0 | 0 | 9,343 | 0 | 0 | 9,343 | |||||||||||||||||||||||||||||||||||||||||||||||||
Less: Preferred dividends | 0 | 0 | 0 | 0 | 0 | (353) | (353) | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued (in shares) | 1,177,023 | 0 | 0 | 0 | 1,428,575 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued | $ 0 | $ 0 | $ 0 | $ 12,499 | $ 0 | $ 0 | $ 12,499 | $ 0 | $ 0 | $ 0 | $ 4,696 | $ 0 | $ 0 | $ 4,696 | ||||||||||||||||||||||||||||||||||||||||||
Less: Deemed dividend | 0 | 0 | 0 | (7,601) | 0 | (32,841) | (40,442) | |||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock (in shares) | 0 | 2,155,594 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock | $ 0 | $ 0 | $ 0 | $ 6,165 | $ 0 | $ 0 | $ 6,165 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | 0 | 0 | 0 | 0 | 0 | (19,642) | (19,642) | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants for private placement | $ 0 | $ 0 | $ 0 | 5,304 | 0 | 0 | 5,304 | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares committed in prior period (in shares) | 0 | 1,862,146 | (1,862,146) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of holdback shares for acquisition (in shares) | 0 | 4,725,748 | (4,725,748) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of holdback shares for acquisition | $ 0 | $ 0 | $ (1) | 0 | 0 | 0 | (1) | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants (in shares) | 0 | 5,973,515 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants | $ 0 | $ 1 | $ 0 | 1,072 | 0 | 0 | 1,073 | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options (in shares) | 0 | 10,000 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options | $ 0 | $ 0 | $ 0 | 20 | 0 | 0 | 20 | |||||||||||||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock units (in shares) | 0 | 138,327 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Classification of Preferred C to Mezzanine Equity (in shares) | (6,226,370) | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Classification of Preferred C to Mezzanine Equity | $ 0 | $ 0 | $ 0 | $ (18,940) | $ 0 | $ 6,256 | $ (12,684) | |||||||||||||||||||||||||||||||||||||||||||||||||
Other (in shares) | 0 | 0 | (3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Jun. 30, 2022 | 1,177,023 | 206,082,652 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Jun. 30, 2022 | $ 0 | $ 0 | $ 0 | $ (1,981) | $ 0 | $ 1,806 | $ (175) | $ 0 | $ 20 | $ 0 | 167,482 | (32) | (161,613) | 5,857 | ||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 0 | 0 | 0 | 7,825 | 0 | 0 | 7,825 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | $ 0 | $ 0 | $ 0 | 0 | 32 | 14,375 | 14,407 | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants (in shares) | 0 | 137,803 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants | $ 0 | $ 0 | $ 0 | 50 | 0 | 0 | 50 | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options (in shares) | 0 | 261,959 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options | $ 0 | $ 0 | $ 0 | 144 | 0 | 0 | 144 | |||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock units expense | $ 0 | $ 0 | $ 0 | $ 23 | $ 0 | $ 0 | $ 23 | |||||||||||||||||||||||||||||||||||||||||||||||||
Declaration of dividends | 0 | 0 | 0 | 0 | 0 | (302) | (302) | |||||||||||||||||||||||||||||||||||||||||||||||||
Other | $ 0 | $ 0 | $ 0 | 0 | 0 | (58) | (58) | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Sep. 30, 2022 | 1,177,023 | 206,482,414 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Sep. 30, 2022 | $ 0 | $ 20 | $ 0 | 173,543 | 0 | (145,792) | 27,771 | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2022 | 1,177,023 | 206,844,580 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 0 | $ 20 | $ 0 | 179,723 | 0 | (155,514) | 24,229 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 0 | 0 | 0 | 5,902 | 0 | 0 | 5,902 | |||||||||||||||||||||||||||||||||||||||||||||||||
Less: Preferred dividends | $ 0 | $ 0 | $ 0 | 0 | 0 | (362) | (362) | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for acquisition (in shares) | 0 | 1,530,145 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for acquisition | $ 0 | $ 0 | $ 0 | 2,752 | 0 | 0 | 2,752 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | $ 0 | $ 0 | $ 0 | 0 | 0 | (9,212) | (9,212) | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants (in shares) | 3,200,000 | 4,400,000 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants | $ 0 | $ 1 | $ 0 | 3,799 | 0 | 0 | 3,800 | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options (in shares) | 0 | 75,000 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options | $ 0 | $ 0 | $ 0 | 43 | 0 | 0 | 43 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense (in shares) | (444) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability impact to exercise of warrants | $ 0 | $ 0 | $ 0 | 4,806 | 0 | 0 | 4,806 | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Mar. 31, 2023 | 4,377,023 | 212,849,281 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Mar. 31, 2023 | $ 0 | $ 21 | $ 0 | 197,025 | 0 | (165,088) | 31,958 | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2022 | 1,177,023 | 206,844,580 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 0 | $ 20 | $ 0 | 179,723 | 0 | (155,514) | 24,229 | |||||||||||||||||||||||||||||||||||||||||||||||||
Less: Preferred dividends | (1,086) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Less: Deemed dividend | (2,885) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | $ (25,009) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options (in shares) | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Sep. 30, 2023 | 4,377,023 | 215,039,868 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Sep. 30, 2023 | $ 0 | $ 21 | $ 0 | 208,564 | 0 | (184,475) | $ 24,110 | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Mar. 31, 2023 | 4,377,023 | 212,849,281 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Mar. 31, 2023 | $ 0 | $ 21 | $ 0 | 197,025 | 0 | (165,088) | 31,958 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 0 | 0 | 0 | 4,964 | 0 | 0 | 4,964 | |||||||||||||||||||||||||||||||||||||||||||||||||
Less: Preferred dividends | 0 | 0 | 0 | 0 | 0 | (362) | (362) | |||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | 0 | 0 | 0 | 0 | 0 | (8,846) | (8,846) | |||||||||||||||||||||||||||||||||||||||||||||||||
Other | $ 0 | $ 0 | $ 0 | 0 | 0 | 19 | 19 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense (in shares) | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Jun. 30, 2023 | 4,377,023 | 212,899,281 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Jun. 30, 2023 | $ 0 | $ 21 | $ 0 | 201,989 | 0 | (174,277) | 27,733 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 0 | 0 | 0 | 4,583 | 0 | 0 | 4,583 | |||||||||||||||||||||||||||||||||||||||||||||||||
Less: Preferred dividends | 0 | 0 | 0 | 0 | 0 | (362) | (362) | |||||||||||||||||||||||||||||||||||||||||||||||||
Less: Deemed dividend | $ 0 | $ 0 | $ 0 | 0 | 0 | (2,885) | (2,885) | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for acquisition (in shares) | 0 | 2,085,264 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for acquisition | $ 0 | $ 0 | $ 0 | 2,000 | 0 | 0 | 2,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | $ 0 | $ 0 | $ 0 | 0 | 0 | (6,951) | (6,951) | |||||||||||||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock units (in shares) | 0 | 55,323 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock units expense | $ 0 | $ 0 | $ 0 | (8) | 0 | 0 | (8) | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Sep. 30, 2023 | 4,377,023 | 215,039,868 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Sep. 30, 2023 | $ 0 | $ 21 | $ 0 | $ 208,564 | $ 0 | $ (184,475) | $ 24,110 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash flows from Operating Activities: | |||||||
Net income (loss) | $ (6,951) | $ (9,212) | $ 14,407 | $ (13,141) | $ (25,009) | $ (11,005) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||
Amortization | 3,100 | 1,060 | |||||
Depreciation | 474 | 685 | |||||
Stock-based compensation | 15,449 | 20,514 | |||||
Change in fair value of derivative liabilities | (57) | (1,713) | (28,669) | ||||
Amortization of debt discount | 2,970 | 7,938 | |||||
Loss on foreign currency exchange | 53 | 86 | |||||
Loss on impairment | 56 | 114 | 0 | ||||
Net loss (gain) from investments | (675) | (1,637) | 1,343 | ||||
Other expense, net | (1,308) | 2,287 | |||||
Change in deferred income taxes | (316) | (1,338) | |||||
Accounts receivable | 17,934 | (1,900) | |||||
Inventory | (1) | (73) | |||||
Deposits, prepaids and other current assets | (1,007) | (1,761) | |||||
Other assets / liabilities | 195 | (43) | |||||
Contract assets | (1,294) | (3,041) | |||||
Accounts payable | 11,277 | 10,148 | |||||
Other current liabilities | 229 | (1,196) | |||||
Contract liabilities | 7,719 | 2,048 | |||||
Net cash provided by (used in) operating activities | 27,229 | (2,917) | |||||
Cash flows from Investing Activities: | |||||||
Acquisition of property, plant and equipment | (143) | (205) | |||||
Sale of intellectual property | 1,308 | 179 | |||||
Purchase of marketable securities | (27,766) | (45,430) | |||||
Sale of marketable securities | 30,210 | 47,429 | |||||
Cash acquired in acquisitions | 1,845 | 105 | |||||
Net cash provided by investing activities | 166 | 484 | |||||
Cash flows from Financing Activities: | |||||||
Proceeds from sale of common stock | 0 | 10,000 | |||||
Proceeds from exercise of warrants | 2,200 | 1,122 | |||||
Proceeds from exercise of stock options | 41 | 164 | |||||
Draws from revolving line of credit | 4,717 | 18,802 | |||||
Payments on revolving line of credit | (9,741) | (18,548) | |||||
Tax withholding payments for vested stock-based compensation | (9) | (418) | |||||
Payment on financing lease | (252) | (78) | |||||
Payment of dividends on preferred stock | (1,086) | (818) | |||||
Redemption of Series B preferred stock | 0 | (685) | |||||
Net cash (used in) provided by financing activities | (2,530) | 20,386 | |||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | (343) | 45 | |||||
Net Increase in Cash and Cash Equivalents | 24,522 | 17,998 | |||||
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period | $ 27,723 | $ 18,238 | 27,723 | 18,238 | $ 18,238 | ||
Cash, Cash Equivalents, and Restricted Cash, End of Period | $ 52,245 | $ 36,236 | 52,245 | 36,236 | $ 27,723 | ||
Cash paid for interest expense | 1,454 | 2,138 | |||||
Cash paid for income taxes | 1,538 | 485 | |||||
Issuance of common stock for acquisition | 2,000 | 17,530 | |||||
Series C Preferred Stock [Member] | |||||||
Cash flows from Financing Activities: | |||||||
Proceeds from issuance of preferred stock | 0 | 10,845 | |||||
Series E Preferred Stock [Member] | |||||||
Cash flows from Financing Activities: | |||||||
Proceeds from issuance of preferred stock | 1,600 | 0 | |||||
ANS Acquisition [Member] | |||||||
Cash flows from Investing Activities: | |||||||
Acquisition | 0 | (363) | |||||
EV Depot [Member] | |||||||
Cash flows from Investing Activities: | |||||||
Acquisition of EV Depot | 1 | (1,231) | |||||
Greenspeed Acquisition [Member] | |||||||
Cash flows from Investing Activities: | |||||||
Acquisition | $ (5,289) | $ 0 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | Note 1. Charge Enterprises, Inc. (the “Company”), (formerly known as “Transworld Holdings, Inc.”, “GoIP Global, Inc.” and “E Education Network, Inc.”) was incorporated in Nevada in 2003. The Company is an electrical, broadband and electric vehicle (“EV”) charging infrastructure company that provides clients with end-to-end project management services, from advising, designing, engineering, acquiring and installing equipment, to monitoring, servicing, and maintenance. The Company’s vision is to be a leader in enabling the next wave of transportation and connectivity. By building, designing, and operating seamless infrastructure for charging EVs and high-speed broadband, the Company aims to create a future where transportation is safe, reliable, clean, efficient, and connected. The Company has two • Infrastructure, which has a primary focus on EV charging (“EVC”), broadband, including cell tower, small cell, and in-building applications, and electrical contracting services. • Telecommunications, which provides connection of voice calls, Short Message Services (“SMS”), and data to global carriers. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 2. Basis of Presentation The interim unaudited consolidated financial statements included herein have been prepared by the Company in accordance with: (i) generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10 10 X. not not This Form 10 8 May 10, 2023 ( “May 10, 2023 8 December 31, 2022 March 15, 2023, 10 "2022 There have been no 2, May 10, 2023 8 2022 The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements and related disclosures, presented in U.S. dollars, have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. The results and trends in these consolidated financial statements may not Revenue Nature of Services Infrastructure The Company’s Infrastructure segment revenues are derived from: (i) broadband and wireless; (ii) electrical contracting services; (iii) electric vehicle charging infrastructure; and (iv) fleet services. Broadband and wireless, electrical contracting, and electric vehicle charging infrastructure primarily involve design, engineering and construction services. Types of services typically include providing: (i) end-to-end network design and implementation services for telecommunication and wireless carriers, cable companies and enterprise organizations; (ii) cell tower construction and modification services for national and regional wireless service providers, tower owners, and federal, state, and local government agencies; (iii) cellular distributed antenna systems (“DAS”) and bi-directional antenna (“BDA”) public safety systems from initial Radio Frequency (“RF”) site assessment, through design, engineering, implementation, and testing; (iv) DAS maintenance and monitoring service, including an in-house 24 Projects can be performed under individual contracts or a statement of work under a master service agreement, which are generally multi-year agreements. The typical length of projects can vary and depends on size and complexity: broadband and wireless – two three six three three twelve The types of services for fleet services primarily involve leasing and maintenance of real property to commercial and fleet operator customers in return for payment. Lease agreements include fixed payments and vary in length from 12 3 Telecommunications The Company’s Telecommunications segment revenues are derived from operating a global telecommunication network consisting of domestic switching and related peripheral equipment, carrier-grade routers, and switches for internet and circuit-based services. Types of services typically include providing: (i) routing of voice, data, and SMS to Carriers and Mobile Network Operators (“MNO”) globally; and (ii) customers with internet-protocol-based and time-division multiplexing (“TDM”) access for the transport of long-distance voice and data minutes. The Company’s Telecommunications segment operates an extensive network of direct routes and offers premium voice communication services for carrying a mix of business, residential and carrier long-distance traffic, data and transit traffic. Telecommunications has both a customer and vendor relationship with most parties. Telecommunications provides the customer routing services through the Telecommunications supplier routes on incoming calls and then Telecommunications purchases routing services from other vendor’s supplier routes in order to complete the call. Revenue Recognition Revenue is recognized when a customer obtains control of promised services. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer, in an amount that reflects the consideration it expects to be entitled to in exchange for those products or services. The Company evaluates when it is appropriate to recognize revenues based on the gross amount invoiced to the customer or the net amount retained by the Company if a third A contract liability for deferred revenue is recorded when consideration is received or is unconditionally due from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Deferred revenue balances typically result from advance payments received from customers for contracts or from billings in excess of revenue recognized on services arrangements. Contract assets represent when revenues are recognized in advance of invoice issuance. These assets are presented separately on the consolidated balance sheet and are converted to accounts receivable once the Company’s right to the consideration becomes unconditional, which varies by contract but is generally based on achieving certain acceptance milestones. The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset would be one Infrastructure Broadband and wireless, electrical contracting services, and electric vehicle charging projects often require significant services to integrate complex activities and equipment into a single deliverable and are therefore generally accounted for as a single performance obligation, even when delivering multiple services that are capable of being distinct. Contract amendments and change orders, which are generally not The Company recognizes revenues from these services over time using an input method, based on assessment of performance completed to date. The Company uses the percentage of completion method when it measures its progress towards completion of the performance obligation based on the ratio of costs incurred to date to total estimated costs at completion under the contract. The Company believes that this approach faithfully depicts the Company’s performance toward complete satisfaction of the performance obligation as it accurately measures the transfer of control of the finished product to the customer. Due to the nature of the Company’s performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, the performance of subcontracts, and the availability and timing of funding from the customer, among other variables. As a significant change in one not The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders. The Company includes variable consideration in the estimated transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not Fleet services include a single deliverable of leased parking spaces. The Company recognizes revenues from these services evenly over the life of the contracts. Telecommunications The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the voice, data and SMS are routed, and the performance obligation is satisfied. Revenue is earned based on the number of minutes during a call multiplied by the price per minute and is recorded upon completion of a call. Incomplete calls are not may may Refer to Note 4, Cost of Sales Cost of sales consists primarily of network telecommunication costs, contracted services, salaries and related employee benefits, including stock-based compensation, material and equipment costs, travel and other costs related to vehicles, training and lease expense. Recent Accounting Pronouncements In June 2016, No. 2016 13, Credit Losses - Measurement of Credit Losses on Financial Instruments 2016 13” 2016 13 may 2016 13 January 1, 2023. not In October 2021, No. 2021 08, Business Combinations - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers 2021 08” 2021 08 2021 08 January 1, 2023, 2021 08 606 6, In August 2020, No. 2020 06, Debt-Debt with Conversion and Other Options (Subtopic 470 20 s Own Equity (Subtopic 815 40 s Own Equity 2020 06” . 2020 06 1 not not 2 2020 06 2020 06 January 1, 2024. 2020 06 not 2020 06 no Reclassification Certain amounts included in the prior year financial statements and disclosures have been reclassified to conform to the current year presentation. These reclassifications did not Change in Accounting Principle Effective January 1, 2023, The retrospective application of the change in accounting principle had an effect on the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income (loss) and consolidated statements of stockholders’ equity. There was no The following tables present the comparative effect of the change in accounting principle and its effect on the Company’s current and previously reported financial statements. Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (amounts, in thousands, except per share data) Stock-based compensation Prior to revision $ 3,339 $ 7,848 $ 8,890 $ 28,353 Revision 1,244 (1,981 ) 6,559 (7,839 ) As revised $ 4,583 $ 5,867 $ 15,449 $ 20,514 Loss from operations Prior to revision $ (5,117 ) $ (9,974 ) $ (17,901 ) $ (35,226 ) Revision (1,244 ) 1,981 (6,559 ) 7,839 As revised $ (6,361 ) $ (7,993 ) $ (24,460 ) $ (27,387 ) Income tax benefit (expense) Prior to revision $ (741 ) $ 183 $ (1,093 ) $ 1,772 Revision - (175 ) - (436 ) As revised $ (741 ) $ 8 $ (1,093 ) $ 1,336 Net income (loss) Prior to revision $ (5,707 ) $ 14,375 $ (18,450 ) $ (18,408 ) Revision (1,244 ) 1,806 (6,559 ) 7,403 As revised $ (6,951 ) $ 16,181 $ (25,009 ) $ (11,005 ) Basic income (loss) per share available to common stockholders Prior to revision $ (0.04 ) $ 0.06 $ (0.11 ) $ (0.29 ) Revision $ (0.01 ) $ 0.01 $ (0.03 ) $ 0.04 As revised $ (0.05 ) $ 0.07 $ (0.14 ) $ (0.25 ) Diluted income (loss) per share available to common stockholders Prior to revision $ (0.04 ) $ 0.05 $ (0.11 ) $ (0.29 ) Revision $ (0.01 ) $ 0.01 $ (0.03 ) $ 0.04 As revised $ (0.05 ) $ 0.06 $ (0.14 ) $ (0.25 ) The opening balances of accumulated deficit and additional paid in capital as of December 31, 2021, As of September 30, December 31, 2023 2022 (amounts, in thousands) Net deferred tax (liability) asset Prior to revision $ (1,047 ) $ (1,389 ) Revision (25 ) (21 ) As revised $ (1,072 ) $ (1,410 ) Additional paid in capital Prior to revision $ 220,083 $ 197,816 Revision (11,519 ) (18,093 ) As revised $ 208,564 $ 179,723 Accumulated deficit Prior to revision $ (195,969 ) $ (173,586 ) Revision 11,494 18,072 As revised $ (184,475 ) $ (155,514 ) Total stockholders' equity Prior to revision $ 24,135 $ 24,250 Revision (25 ) (21 ) As revised $ 24,110 $ 24,229 Stock-based compensation correction of immaterial error In 2023, The reclassification reflects the change in accounting principle discussed above and had no no The following tables present the effect of the reclassification on the Company’s previously reported financial statements. Year Ended December 31, 2022 2021 2020 (amounts, in thousands) Cost of sales Prior to revision $ 669,620 $ 465,503 $ 83,554 Revision 2,503 1,771 - As revised $ 672,123 $ 467,274 $ 83,554 Gross Profit Prior to revision $ 28,213 $ 11,515 $ 1,172 Revision (2,503 ) (1,771 ) - As revised $ 25,710 $ 9,744 $ 1,172 Stock-based compensation Prior to revision $ 26,499 $ 21,801 $ 2,005 Revision (26,499 ) (21,801 ) (2,005 ) As revised $ - $ - $ - General and administrative Prior to revision $ 14,392 $ 7,995 $ 2,020 Revision 9,117 11,011 121 Other Reclassifications (677 ) - - As revised $ 22,832 $ 19,006 $ 2,141 Salaries and related benefits Prior to revision $ 16,667 $ 8,806 $ 687 Revision 14,879 9,019 1,884 Other Reclassifications 657 - - As revised $ 32,203 $ 17,825 $ 2,571 Total operating expenses Prior to revision $ 67,225 $ 40,977 $ 5,922 Revision (2,503 ) (1,771 ) - Other Reclassifications (20 ) - - As revised $ 64,702 $ 39,206 $ 5,922 Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 (amounts, in thousands) Cost of sales Prior to revision $ 156,812 $ 173,760 $ 178,951 $ 160,097 Revision 804 704 506 489 Other Reclassifications - 303 303 (606 ) As revised $ 157,616 $ 174,767 $ 179,760 $ 159,980 Gross Profit Prior to revision $ 6,166 $ 7,281 $ 6,906 $ 7,860 Revision (804 ) (704 ) (506 ) (489 ) Other Reclassifications - (303 ) (303 ) 606 As revised $ 5,362 $ 6,274 $ 6,097 $ 7,977 Stock-based compensation Prior to revision $ 7,424 $ 7,223 $ 5,867 $ 5,985 Revision (7,424 ) (7,223 ) (5,867 ) (5,985 ) As revised $ - $ - $ - $ - General and administrative Prior to revision $ 2,742 $ 3,908 $ 3,516 $ 4,226 Revision 2,865 2,704 1,775 1,773 Other Reclassifications - (160 ) (150 ) (367 ) As revised $ 5,607 $ 6,452 $ 5,141 $ 5,632 Salaries and related benefits Prior to revision $ 4,193 $ 4,127 $ 4,417 $ 3,930 Revision 3,755 3,815 3,586 3,723 Other Reclassifications - (143 ) (153 ) 953 As revised $ 7,948 $ 7,799 $ 7,850 $ 8,606 Total operating expenses Prior to revision $ 15,632 $ 17,209 $ 14,899 $ 19,485 Revision (804 ) (704 ) (506 ) (489 ) Other Reclassifications - (303 ) (303 ) 586 As revised $ 14,828 $ 16,202 $ 14,090 $ 19,582 Three Months Ended March 31, 2023 (amounts, in thousands) Cost of sales Prior to revision $ 186,828 Revision 432 As revised $ 187,260 Gross Profit Prior to revision $ 6,721 Revision (432 ) As revised $ 6,289 Stock-based compensation Prior to revision $ 5,902 Revision (5,902 ) As revised $ - General and administrative Prior to revision $ 3,345 Revision 1,760 As revised $ 5,105 Salaries and related benefits Prior to revision $ 5,418 Revision 3,710 As revised $ 9,128 Total operating expenses Prior to revision $ 16,341 Revision (432 ) As revised $ 15,909 |
Note 3 - Fair Value Measurement
Note 3 - Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 3. Recurring Fair Value Measurements The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis: September 30, 2023 (in thousands) Level 1 Level 2 Level 3 Measured at Net Asset Value as a Practical Expedient Total Assets: Marketable securities (Note 5) $ 4,280 $ - $ - $ 1,588 $ 5,868 Liabilities: Contingent consideration liability (Note 6) $ - $ - $ 5,758 $ - $ 5,758 Derivative liabilities (Note 10) $ - $ 2 $ - $ - $ 2 The market value of the equity securities is determined using quoted prices in active markets. The market value of underlying investments in funds is determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by the fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by outstanding units. In accordance with appropriate accounting guidance, these investments have not no 25% may 15 The Company had a contingent consideration liability of $3.5 million as of December 31, 2022, first 2023. December 31, 2022. December 31, 2022. In connection with the Greenspeed Acquisition (as defined in Note 6 August 1, 2023, 2 3 2 September 30, 2023 6, Nonrecurring Fair Value Measurements The Company also has investments in non-marketable securities, which are primarily equity securities in a non-public company that do not 2 not September 30, 2023 December 31, 2022 nine September 30, 2023 nine September 30, 2022. |
Note 4 - Revenue
Note 4 - Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | Note 4. Contract Balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers. Accounts receivable in the table below excludes other receivables that are not September 30, 2023 December 31, 2022 (in thousands) September 30, 2023 December 31, 2022 Receivables included in "Accounts receivable net of allowances" $ 55,710 $ 72,405 Contract assets 8,128 6,090 Contract liabilities 25,201 13,741 The Company has remaining performance obligations of $139.2 million at September 30, 2023 no twelve 2023 2024 remainder 2025. Changes in Contract Balances The timing of revenue recognition, billings and cash collections results in accounts receivable, and customer advances and unearned revenue on the Company’s consolidated balance sheets. At times, the Company receives advance payments or deposits from its customers before revenue is recognized, resulting in contract liabilities. The contract liabilities primarily relate to the advance consideration received from customers on certain contracts. For these contracts, revenue is recognized in a manner that is consistent with the satisfaction of the underlying performance obligations. The contract liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each respective reporting period within the contract liabilities line item. Significant changes in the balance of contract liabilities during the period are as follows: (in thousands) Balance at December 31, 2022 $ 13,741 Revenue recognized during the period that was included in the beginning balance (12,945 ) Additions, net of revenue recognized during the period 24,405 Balance at September 30, 2023 $ 25,201 Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by segment: Three Months Ended September 30, (in thousands) 2023 2022 Revenue: Infrastructure $ 31,795 $ 26,753 Telecommunications 100,482 159,104 Total $ 132,277 $ 185,857 Nine Months Ended September 30, (in thousands) 2023 2022 Revenue: Infrastructure $ 89,246 $ 71,804 Telecommunications 384,166 458,072 Total $ 473,412 $ 529,876 |
Note 5 - Marketable Securities
Note 5 - Marketable Securities and Other Investments | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Investment [Text Block] | Note 5. The Company’s marketable securities are stated at fair value. Any changes in the fair value of the Company’s marketable securities are included within income (loss) from investments, net on the consolidated statement of operations. Realized and unrealized gains and losses are determined on an average cost basis. The marketable securities are investments predominantly in shares of large publicly traded companies which are being invested until such time as the funds are needed for operations. The fair value of these marketable securities is as follows: (in thousands) September 30, 2023 December 31, 2022 Brokerage Account $ 5,868 $ 6,757 During the three September 30, 2023 nine September 30, 2023 During the three September 30, 2022 nine September 30, 2022 |
Note 6- Business Combination
Note 6- Business Combination | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 6. Greenspeed Energy Solutions, LLC On August 1, 2023, two The following table summarizes the total consideration as well as the preliminary fair values of the net assets acquired, and liabilities assumed as of the acquisition date. The final determination of the fair value of certain assets and liabilities will be completed within the one 805, Business Combinations September 30, 2023, (in thousands) Preliminary Estimates Cash $ 5,289 Common stock 2,000 Contingent consideration 5,758 Total Consideration $ 13,047 Fair values of identifiable net assets and liabilities: Assets: Current assets Cash 1,845 Accounts receivable 1,315 Deposits, prepaids and other current assets 9 Inventory 205 Contract assets 744 Total current assets 4,118 Property, plant and equipment 212 Operating lease right-of-use assets 259 Goodwill 13,234 Total assets 17,823 Liabilities: Current liabilities Accounts payable 542 Accrued liabilities 77 Contract liabilities 3,741 Operating lease liabilities 54 Finance lease liabilities 50 Total current liabilities 4,464 Non-current liabilities Operating lease liabilities, non-current 214 Finance lease liabilities, non-current 98 Total liabilities 4,776 Total fair value of identifiable net assets and liabilities $ 13,047 Management believes that the Greenspeed Acquisition provides the Company with an opportunity to benefit from technical knowledge, and expected synergies from combining operations. The goodwill is not The inclusion of the Greenspeed Acquisition in the Company's consolidated financial statements is not not |
Note 7 - Goodwill and Intangibl
Note 7 - Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 7. Goodwill is not may The following table presents goodwill by reportable segment: (in thousands) Infrastructure Telecommunications Consolidated Total Goodwill, net, as of December 31, 2022 $ 11,900 $ 772 $ 12,672 Acquisition (See Note 6) $ 13,234 $ - $ 13,234 Goodwill, net, as of September 30, 2023 $ 25,134 $ 772 $ 25,906 The Company’s goodwill is tested for impairment on an annual basis and more often if indications of impairment exist. The Company conducts its annual impairment analyses as of October 1 no three nine September 30, 2023 The Company performs a review of its intangible assets for impairment when evidence exists that the carrying value of an asset may not no may not no three nine September 30, 2023 The following table presents intangible assets: September 30, 2023 December 31, 2022 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 30,849 $ (4,031 ) $ 26,818 $ 30,849 $ (2,489 ) $ 28,360 Backlog 3,322 (1,938 ) 1,384 3,322 (1,107 ) 2,215 Non-compete agreements 3,729 (1,594 ) 2,135 3,729 (895 ) 2,834 Off-market favorable leases 955 (955 ) - 955 (955 ) - Brand 560 (65 ) 495 560 (37 ) 523 Total $ 39,415 $ (8,583 ) $ 30,832 $ 39,415 $ (5,483 ) $ 33,932 |
Note 8 - Related Party Transact
Note 8 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 8. On August 31, 2023, October 11, 2025. one On August 11, 2023, “August 2023 October 15, 2023 March 31, 2024, not first August 2023 two 5% Greenspeed obtains lighting materials and equipment for certain projects from a related party, Greenwave Partners, LLC ("Greenwave"). Greenwave has established relationships with lighting suppliers as a wholesaler and is able to obtain lighting materials and equipment on more economical terms than Greenspeed. Cost savings are passed on to Greenspeed. During the nine September 30, 2023, In 2022, |
Note 9 - Debt
Note 9 - Debt | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 9. Debt was comprised of the following as of the periods indicated: (in thousands) September 30, 2023 December 31, 2022 Line of Credit ANS Line of Credit $ - $ 5,024 Total Line of Credit - 5,024 Notes Payable Issued on May 19, 2021 11,860 11,860 Issued on December 17, 2021 15,926 15,926 Total Face Value of Notes Payable 27,786 27,786 Less: Unamortized Discount (660 ) (3,630 ) Net Carrying Value of Notes Payable 27,126 24,156 Total debt before deferred financing costs 27,126 29,180 Current amount of Notes Payable 27,126 24,156 Current amount of Line of Credit - 5,024 Total current portion of long-term debt 27,126 29,180 Total long-term debt, net of current portion $ - $ - Convertible notes payable May 2020 On May 8, 2020, “May 2020 “May 2020 May 2020 May 2020 May 2020 May 8, 2021, May 8, 2023. May 2020 December 31, 2020. November 2020 On November 3, 2020, “November 2020 “November 2020 November 2020 November 2020 November 2020 November 2020 November 3, 2023, November 3, 2024. November 2020 May 2021 On May 19, 2021, “May 2021 “May 2021 May 2020 November 2020 May 2021 May 2021 May 2021 May 2021 May 19, 2024 May 2021 Conversion of Convertible Notes to Preferred Stock In the second 2022 September 30, 2023 December 31, 2022 13, The Company has accounted for all Convertible Notes Payable as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the Convertible Notes under ASC 815, Derivatives and Hedging not None The Company analyzed the detachable warrants under ASC 480 815. not 480. 815, 815 40 25 1 6. Line of credit Nextridge Inc. (“Nextridge”) and its operating subsidiary Advance Network Services, LLC. (“ANS”) have a revolving $8.0 million line of credit (the “ANS Line of Credit”) available with a bank, collateralized by all the assets of Nextridge and ANS. Interest is payable monthly at the Wall Street Journal prime rate (8.50% and 7.50% at September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 On October 25, 2022, 1.2:1 3:1. December 31, 2022 October 31, 2024. On November 18, 2022, December 1, 2023, five five five no September 30, 2023 December 31, 2022 B W Electrical Services, LLC. (“BW”) had a revolving $3.0 million line of credit (the “BW Line of Credit”) available with a bank, collateralized by all the assets of BW. Interest was payable monthly at the Wall Street Journal prime rate (8.50% and 7.50% at September 30, 2023 December 31, 2022 July 26, 2023, August 1, 2024. Advances under the BW Line of Credit are limited to 75% of BW’s eligible accounts receivable. At all times during the loan term BW is required to maintain a minimum increase in the net retained earnings of $0.2 million tested annually and maintain a maximum seller funded debt to EBIDA of 2.0x twelve June 30, 2022. September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Notes payable On May 19, 2021, “May 2021 “May 2021 May 2021 May 2021 November 19, 2022, November 19, 2023 On December 17, 2021, “December 2021 “December 2021 May 2021 December 2021 December 2021 November 19, 2023. The securities purchase agreements entered into in May 2021 December 2021 not December 2021 may Interest Expense The components of interest expense are as follows: Three Months Ended September 30, (in thousands) 2023 2022 Interest expense $ (499 ) $ (520 ) Amortization of debt discount (990 ) (495 ) Total net interest expense $ (1,489 ) $ (1,015 ) Nine Months Ended September 30, (in thousands) 2023 2022 Interest expense $ (1,545 ) $ (2,001 ) Amortization of debt discount (2,970 ) (7,938 ) Total net interest expense $ (4,515 ) $ (9,939 ) |
Note 10 - Derivative Liabilitie
Note 10 - Derivative Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Note 10. The Company does not June 2022, June 30, 2022. 2 In the first 2023, May 2020 ( “May 2020 . March 31, 2023, June 30, 2023, September 30, 2023, 13, 14, The following tables summarize the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing reflected on the change in fair value of derivative liabilities line on the consolidated statement of operations: Three Months Ended September 30, (in thousands) 2023 2022 Derivative liability beginning balance $ 59 $ 40,443 Change in fair value of derivative liabilities (57 ) (28,669 ) Derivative liability ending balance $ 2 $ 11,774 Nine Months Ended September 30, (in thousands) 2023 2022 Derivative liability beginning balance $ 6,521 $ - Reclassification of derivative - 40,443 Change in fair value of derivative liabilities (1,713 ) (28,669 ) Warrant exercise (4,806 ) - Derivative liability ending balance $ 2 $ 11,774 |
Note 11 - Leases
Note 11 - Leases | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Lessor, Operating Leases [Text Block] | Note 11. Lease Revenue The Company leases commercial properties under agreements that are classified as operating leases. The Company’s commercial property leases generally include minimum rents and do not The Company’s rental revenues are earned from its operating subsidiary EVDepot, LLC (“EV Depot”) operations and are a component of Infrastructure revenues disclosed in Note 4, nine three September 30, 2022 2022 Three Months Ended September 30, (in thousands) 2023 2022 Revenue: Fixed component $ 844 $ 1,139 Variable component - - Total $ 844 $ 1,139 Nine Months Ended September 30, (in thousands) 2023 2022 Revenue: Fixed component $ 2,577 $ 3,549 Variable component - - Total $ 2,577 $ 3,549 |
Note 12 - Reportable Segments
Note 12 - Reportable Segments | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 12. The Company has two Refer to Note 4, Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 (As Adjusted) 2023 2022 (As Adjusted) Income (loss) from operations: Infrastructure $ 658 $ (1,152 ) $ (2,207 ) $ (4,294 ) Telecommunications 108 181 (29 ) 806 Non-operating corporate (7,127 ) (7,022 ) (22,224 ) (23,899 ) Total $ (6,361 ) $ (7,993 ) $ (24,460 ) $ (27,387 ) A reconciliation of the Company’s consolidated segment loss from operations to consolidated loss from operations before income taxes and net loss is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 (As Adjusted) 2023 2022 (As Adjusted) Loss from operations $ (6,361 ) $ (7,993 ) $ (24,460 ) $ (27,387 ) Income (loss) from investments, net 675 (200 ) 1,637 (1,343 ) Change in fair value of derivative liabilities 57 28,669 1,713 28,669 Interest expense (1,489 ) (1,015 ) (4,515 ) (9,939 ) Loss on impairment (56 ) - (114 ) - Other income (expense), net 848 (3,289 ) 1,876 (2,255 ) Foreign exchange gain (loss) 116 1 (53 ) (86 ) Total other expenses 151 24,166 544 15,046 Income (loss) before income taxes (6,210 ) 16,173 (23,916 ) (12,341 ) Income tax (expense) benefit (741 ) 8 (1,093 ) 1,336 Net income (loss) $ (6,951 ) $ 16,181 $ (25,009 ) $ (11,005 ) Summary information with respect to the Company’s operating segments is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Depreciation and amortization: Infrastructure $ 1,166 $ 391 $ 3,539 $ 1,618 Telecommunications 6 42 35 127 Total $ 1,172 $ 433 $ 3,574 $ 1,745 Nine Months Ended September 30, (in thousands) 2023 2022 Capital expenditures: Infrastructure $ 143 $ 205 Telecommunications - - Total $ 143 $ 205 (in thousands) September 30, 2023 December 31, 2022 Investments: Infrastructure $ 1,595 $ 1,389 Telecommunications - - Non-operating corporate 4,552 5,604 Total $ 6,147 $ 6,993 (in thousands) September 30, 2023 December 31, 2022 (As Adjusted) Assets: Infrastructure $ 114,628 $ 102,248 Telecommunications 54,880 42,046 Non-operating corporate 18,009 24,160 Total $ 187,517 $ 168,454 |
Note 13 - Stockholders' Equity
Note 13 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | Note 13. equity The Company has evaluated each series of preferred stock for proper classification under ASC 480, Distinguishing Liabilities from Equity 815, Derivatives and Hedging 480 September 30, 2023 December 31, 2022 The Company has 20,000,000 shares of preferred stock authorized with a par value of $0.0001. Permanent Equity Preferred Stock Series D: June 30, 2022, June 30, 2022, June 30, 2022, September 30, 2023 December 31, 2022 The Series D preferred stock has the following designations: ● Convertible at the option of the holder into common stock at $0.4248 per share ● The Series D liquidation preference is equal to $10.6191 per share ● The holders are entitled to receive cumulative quarterly dividends at a fixed annual rate of 2.25% of the liquidation preference, or $0.23893 per share ● The liquidation preference is senior in liquidation rights to holders of common stock. ● No In addition to the exchange of the Convertible Notes, the related 11.8 million outstanding warrants to purchase common stock were amended to allow the holder to exercise for a to-be-issued class of the Company’s preferred stock, convertible into the same number of shares of common stock as would have been issued upon exercise of such warrants under the original terms. This amendment caused the instruments to be treated as a derivative liability beginning on June 30, 2022. Series E March 14, 2023, May 2020 ( “May 2020 The Series E preferred stock has the following designations: ● Convertible at the option of the holder at $0.50 per share of common stock ● The liquidation preference is senior in liquidation rights to holders of common stock. ● No ● No Common Stock On April 20, 2022, three February 2025, On December 8, 2020, January 15, 2021. Mezzanine Equity Preferred Stock Series C: December 17, 2021, On February 25, 2022, September 30, 2023 December 31, 2022 The Series C preferred stock has the following designations: ● Convertible at the option of the holder at a conversion price of $3.125 per share ● The holders are entitled to receive cumulative dividends at 6% per annum, payable monthly ● In the event of reorganization, this class of preferred will not ● The Series C liquidation preference is equal to the stated value, plus any accrued and unpaid dividends ● Change of control provision whereby the Series C preferred shareholders would receive their stated value before all other shareholders ● No ● The liquidation preference is senior in liquidation rights to holders of common stock. ● Redemption features: o If the closing price on any particular date exceeds 200% of the effective conversion price, the Company may 10 o At any time after the original issue date, the Company has the option to redeem some or all the outstanding preferred stock for cash within 10 o On the third may three The Series C preferred stock provides that the Company shall redeem the preferred stock for cash or common stock at the Company’s option and, therefore, is not September 30, 2023 December 31, 2022 During the third 2023, may third not third Warrants Warrant activity is summarized as follows: Number of Warrants Weighted Average Weighted Average Remaining Contractual Life (in thousands) Exercise Price (in years) Warrants outstanding at January 1, 2022 24,085 $ 1.74 3.0 Issued 2,000 8.50 2.8 Exercised (8,183 ) (1.59 ) N/A Expired - - N/A Warrants outstanding at December 31, 2022 17,902 $ 2.56 1.8 Warrants exercisable at December 31, 2022 17,902 $ 2.56 1.8 Issued - - Exercised (7,600 ) 0.50 N/A Expired - - N/A Warrants outstanding at September 30, 2023 10,302 $ 4.08 2.1 Warrants exercisable at September 30, 2023 10,302 $ 4.08 2.1 |
Note 14 - Stock-based Compensat
Note 14 - Stock-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | Note 14. 2020 On January 11, 2021, 2020 “2020 May 7, 2021, December 23, 2021, 2020 may one four September 30, 2023 2020 Non-Qualified Stock Option Agreement On November 1, 2020, three 2020 Stock options Stock option activity is summarized as follows: Number of Shares (in thousands) Weighted Average Exercise Price Intrinsic Value (in thousands) Weighted Average Remaining Contractual Term (in years) Options outstanding at December 31, 2022 49,576 $ 2.07 - - Options granted 7,480 1.04 - - Options exercised (75 ) 0.55 - - Options cancelled (8,553 ) 2.85 - - Options outstanding at September 30, 2023 48,428 $ 1.77 $ 122 4.79 Options exercisable at September 30, 2023 26,943 $ 1.60 $ 92 3.97 Vested and expected to vest at September 30, 2023 48,428 $ 1.77 $ 122 4.79 The weighted-average grant date fair value of all options granted during the three nine September 30, 2023 three nine September 30, 2023 three nine September 30, 2022 September 30, 2023 The Company uses the following assumptions in its BSM valuation for stock options granted: Nine Months Ended September 30, Weighted risk-free interest rate 1 3.5 % Weighted-average volatility 2 59 % Weighted expected dividend yield 3 - % Weighted expected term (in years) 4 5.7 1. zero 2. s historic stock price volatility and the historic volatility of a peer group of publicly traded companies. 3. zero not not 4. simplified method for estimating the expected option life, which is the midpoint of the weighted-average vesting period and contractual term of the option. Restricted stock units Restricted stock unit (“RSU”) activity is summarized as follows: Number of Weighted Average Shares (in thousands) Grant Date Fair Value RSUs outstanding at December 31, 2022 405 $ 2.26 RSUs granted 40 0.92 RSUs released (76 ) 2.27 RSUs forfeited (100 ) 2.22 RSUs outstanding at September 30, 2023 269 $ 2.07 Weighted average remaining recognition period in years 2.9 Unamortized stock-based compensation expense $ 540 Stock-based compensation expense The following tables present the Company’s stock-based compensation expense, which is related primarily to options and is a non-cash expense, in the consolidated statements of operations: Three Months Ended September 30, (in thousands) 2023 2022 (As Adjusted) Cost of sales $ 228 $ 506 General and administrative 845 1,775 Salaries and related benefits 3,510 3,586 Total stock-based compensation 4,583 5,867 Income tax benefit (1) 425 - After-tax stock-based compensation expense $ 4,158 $ 5,867 Nine Months Ended September 30, (in thousands) 2023 2022 (As Adjusted) Cost of sales $ 961 $ 2,014 General and administrative 3,956 7,344 Salaries and related benefits 10,532 11,156 Total stock-based compensation 15,449 20,514 Income tax benefit (1) 574 1,735 After-tax stock-based compensation expense $ 14,875 $ 18,779 ( 1 162 |
Note 15 - Commitments, Continge
Note 15 - Commitments, Contingencies and Concentration Risk | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 15. Contingencies During the normal course of business, the Company may 450, Contingencies September 30, 2023 December 31, 2022 not Other Commitments Indemnities The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may September 30, 2023 December 31, 2022 not Performance and Payment Bonds Many customers, particularly in connection with new construction within Infrastructure, require the Company to post performance and payment bonds issued by a financial institution known as a surety. If the Company fails to perform under the terms of a contract or to pay subcontractors and vendors who provided goods or services under a contract, the customer may not not 10% Concentration of Credit Risk The Company maintains accounts with financial institutions. All cash in checking accounts is fully insured by the FDIC up to a $250,000 may Major Customer Concentration There was one customer whose individual accounts receivable represented 10% or more of the Company’s total balance as of September 30, 2023 three December 31, 2022 December 31, 2022 The Company has two customers whose revenue individually represented 10% or more of the Company’s total revenue and whose revenue accounted for approximately 35% of the Company’s total revenue for the three September 30, 2023 nine September 30, 2023 three nine September 30, 2022 Labor Concentration One of our operating subsidiaries within Infrastructure sources direct labor from local unions, which have collective bargaining agreements expiring at various times over the next four |
Note 16 - Income Taxes
Note 16 - Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 16. The following table includes the Company’s income (loss) before income tax provision benefit (expense), income tax provision (benefit) and effective benefit tax rate for the periods indicated: Three Months Ended September 30, 2023 2022 (As Adjusted) Income (loss) before income taxes $ (6,210 ) $ 16,173 Income tax benefit (expense) (741 ) 8 Effective tax rate (11.9 )% (0.0 )% Nine Months Ended September 30, 2023 2022 (As Adjusted) Income (loss) before income taxes $ (23,916 ) $ (12,341 ) Income tax benefit (expense) (1,093 ) 1,336 Effective tax rate (4.6 )% 10.8 % For the three nine September 30, 2023 2022 |
Note 17 - Net Income (Loss) Per
Note 17 - Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 17. Basic income (loss) per share available to common stockholders is calculated using the weighted average number of common shares outstanding during the applicable period. Diluted net income (loss) per share available to common stockholders is calculated using the weighted average number of common shares outstanding plus the number of dilutive potential common shares outstanding during the applicable period. Dilutive potential common shares consist of the incremental common shares (i) issuable upon the vesting of outstanding restricted stock units and the exercise of outstanding stock options using the treasury stock method, (ii) contingently issuable assuming that the end of the reporting period is the end of the contingency period, and (iii) issuable for non-participating preferred stock using the if-converted method. Our warrants and some of our preferred stock are considered participating securities pursuant to the two The following potential common shares were excluded from the calculation of diluted net income (loss) per share available to common stockholders because their effect would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Restricted stock units 325 - 368 154 Contingently issuable shares - - 493 1,685 Warrants 10,303 - 12,725 16,878 Stock options 51,755 25,122 51,478 48,906 Preferred stock 38,852 - 37,856 16,951 Convertible notes payable - - - 33,250 Total 101,235 25,122 102,920 117,824 |
Note 18 - Subsequent Events
Note 18 - Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 18. Events occurring after September 30, 2023 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The interim unaudited consolidated financial statements included herein have been prepared by the Company in accordance with: (i) generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10 10 X. not not This Form 10 8 May 10, 2023 ( “May 10, 2023 8 December 31, 2022 March 15, 2023, 10 "2022 There have been no 2, May 10, 2023 8 2022 The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements and related disclosures, presented in U.S. dollars, have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. The results and trends in these consolidated financial statements may not |
Revenue from Contract with Customer [Policy Text Block] | Revenue Nature of Services Infrastructure The Company’s Infrastructure segment revenues are derived from: (i) broadband and wireless; (ii) electrical contracting services; (iii) electric vehicle charging infrastructure; and (iv) fleet services. Broadband and wireless, electrical contracting, and electric vehicle charging infrastructure primarily involve design, engineering and construction services. Types of services typically include providing: (i) end-to-end network design and implementation services for telecommunication and wireless carriers, cable companies and enterprise organizations; (ii) cell tower construction and modification services for national and regional wireless service providers, tower owners, and federal, state, and local government agencies; (iii) cellular distributed antenna systems (“DAS”) and bi-directional antenna (“BDA”) public safety systems from initial Radio Frequency (“RF”) site assessment, through design, engineering, implementation, and testing; (iv) DAS maintenance and monitoring service, including an in-house 24 Projects can be performed under individual contracts or a statement of work under a master service agreement, which are generally multi-year agreements. The typical length of projects can vary and depends on size and complexity: broadband and wireless – two three six three three twelve The types of services for fleet services primarily involve leasing and maintenance of real property to commercial and fleet operator customers in return for payment. Lease agreements include fixed payments and vary in length from 12 3 Telecommunications The Company’s Telecommunications segment revenues are derived from operating a global telecommunication network consisting of domestic switching and related peripheral equipment, carrier-grade routers, and switches for internet and circuit-based services. Types of services typically include providing: (i) routing of voice, data, and SMS to Carriers and Mobile Network Operators (“MNO”) globally; and (ii) customers with internet-protocol-based and time-division multiplexing (“TDM”) access for the transport of long-distance voice and data minutes. The Company’s Telecommunications segment operates an extensive network of direct routes and offers premium voice communication services for carrying a mix of business, residential and carrier long-distance traffic, data and transit traffic. Telecommunications has both a customer and vendor relationship with most parties. Telecommunications provides the customer routing services through the Telecommunications supplier routes on incoming calls and then Telecommunications purchases routing services from other vendor’s supplier routes in order to complete the call. Revenue Recognition Revenue is recognized when a customer obtains control of promised services. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer, in an amount that reflects the consideration it expects to be entitled to in exchange for those products or services. The Company evaluates when it is appropriate to recognize revenues based on the gross amount invoiced to the customer or the net amount retained by the Company if a third A contract liability for deferred revenue is recorded when consideration is received or is unconditionally due from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Deferred revenue balances typically result from advance payments received from customers for contracts or from billings in excess of revenue recognized on services arrangements. Contract assets represent when revenues are recognized in advance of invoice issuance. These assets are presented separately on the consolidated balance sheet and are converted to accounts receivable once the Company’s right to the consideration becomes unconditional, which varies by contract but is generally based on achieving certain acceptance milestones. The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset would be one Infrastructure Broadband and wireless, electrical contracting services, and electric vehicle charging projects often require significant services to integrate complex activities and equipment into a single deliverable and are therefore generally accounted for as a single performance obligation, even when delivering multiple services that are capable of being distinct. Contract amendments and change orders, which are generally not The Company recognizes revenues from these services over time using an input method, based on assessment of performance completed to date. The Company uses the percentage of completion method when it measures its progress towards completion of the performance obligation based on the ratio of costs incurred to date to total estimated costs at completion under the contract. The Company believes that this approach faithfully depicts the Company’s performance toward complete satisfaction of the performance obligation as it accurately measures the transfer of control of the finished product to the customer. Due to the nature of the Company’s performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, the performance of subcontracts, and the availability and timing of funding from the customer, among other variables. As a significant change in one not The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders. The Company includes variable consideration in the estimated transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not Fleet services include a single deliverable of leased parking spaces. The Company recognizes revenues from these services evenly over the life of the contracts. Telecommunications The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the voice, data and SMS are routed, and the performance obligation is satisfied. Revenue is earned based on the number of minutes during a call multiplied by the price per minute and is recorded upon completion of a call. Incomplete calls are not may may Refer to Note 4, |
Cost of Goods and Service [Policy Text Block] | Cost of Sales Cost of sales consists primarily of network telecommunication costs, contracted services, salaries and related employee benefits, including stock-based compensation, material and equipment costs, travel and other costs related to vehicles, training and lease expense. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In June 2016, No. 2016 13, Credit Losses - Measurement of Credit Losses on Financial Instruments 2016 13” 2016 13 may 2016 13 January 1, 2023. not In October 2021, No. 2021 08, Business Combinations - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers 2021 08” 2021 08 2021 08 January 1, 2023, 2021 08 606 6, In August 2020, No. 2020 06, Debt-Debt with Conversion and Other Options (Subtopic 470 20 s Own Equity (Subtopic 815 40 s Own Equity 2020 06” . 2020 06 1 not not 2 2020 06 2020 06 January 1, 2024. 2020 06 not 2020 06 no |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassification Certain amounts included in the prior year financial statements and disclosures have been reclassified to conform to the current year presentation. These reclassifications did not Change in Accounting Principle Effective January 1, 2023, The retrospective application of the change in accounting principle had an effect on the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income (loss) and consolidated statements of stockholders’ equity. There was no The following tables present the comparative effect of the change in accounting principle and its effect on the Company’s current and previously reported financial statements. Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (amounts, in thousands, except per share data) Stock-based compensation Prior to revision $ 3,339 $ 7,848 $ 8,890 $ 28,353 Revision 1,244 (1,981 ) 6,559 (7,839 ) As revised $ 4,583 $ 5,867 $ 15,449 $ 20,514 Loss from operations Prior to revision $ (5,117 ) $ (9,974 ) $ (17,901 ) $ (35,226 ) Revision (1,244 ) 1,981 (6,559 ) 7,839 As revised $ (6,361 ) $ (7,993 ) $ (24,460 ) $ (27,387 ) Income tax benefit (expense) Prior to revision $ (741 ) $ 183 $ (1,093 ) $ 1,772 Revision - (175 ) - (436 ) As revised $ (741 ) $ 8 $ (1,093 ) $ 1,336 Net income (loss) Prior to revision $ (5,707 ) $ 14,375 $ (18,450 ) $ (18,408 ) Revision (1,244 ) 1,806 (6,559 ) 7,403 As revised $ (6,951 ) $ 16,181 $ (25,009 ) $ (11,005 ) Basic income (loss) per share available to common stockholders Prior to revision $ (0.04 ) $ 0.06 $ (0.11 ) $ (0.29 ) Revision $ (0.01 ) $ 0.01 $ (0.03 ) $ 0.04 As revised $ (0.05 ) $ 0.07 $ (0.14 ) $ (0.25 ) Diluted income (loss) per share available to common stockholders Prior to revision $ (0.04 ) $ 0.05 $ (0.11 ) $ (0.29 ) Revision $ (0.01 ) $ 0.01 $ (0.03 ) $ 0.04 As revised $ (0.05 ) $ 0.06 $ (0.14 ) $ (0.25 ) The opening balances of accumulated deficit and additional paid in capital as of December 31, 2021, As of September 30, December 31, 2023 2022 (amounts, in thousands) Net deferred tax (liability) asset Prior to revision $ (1,047 ) $ (1,389 ) Revision (25 ) (21 ) As revised $ (1,072 ) $ (1,410 ) Additional paid in capital Prior to revision $ 220,083 $ 197,816 Revision (11,519 ) (18,093 ) As revised $ 208,564 $ 179,723 Accumulated deficit Prior to revision $ (195,969 ) $ (173,586 ) Revision 11,494 18,072 As revised $ (184,475 ) $ (155,514 ) Total stockholders' equity Prior to revision $ 24,135 $ 24,250 Revision (25 ) (21 ) As revised $ 24,110 $ 24,229 Stock-based compensation correction of immaterial error In 2023, The reclassification reflects the change in accounting principle discussed above and had no no The following tables present the effect of the reclassification on the Company’s previously reported financial statements. Year Ended December 31, 2022 2021 2020 (amounts, in thousands) Cost of sales Prior to revision $ 669,620 $ 465,503 $ 83,554 Revision 2,503 1,771 - As revised $ 672,123 $ 467,274 $ 83,554 Gross Profit Prior to revision $ 28,213 $ 11,515 $ 1,172 Revision (2,503 ) (1,771 ) - As revised $ 25,710 $ 9,744 $ 1,172 Stock-based compensation Prior to revision $ 26,499 $ 21,801 $ 2,005 Revision (26,499 ) (21,801 ) (2,005 ) As revised $ - $ - $ - General and administrative Prior to revision $ 14,392 $ 7,995 $ 2,020 Revision 9,117 11,011 121 Other Reclassifications (677 ) - - As revised $ 22,832 $ 19,006 $ 2,141 Salaries and related benefits Prior to revision $ 16,667 $ 8,806 $ 687 Revision 14,879 9,019 1,884 Other Reclassifications 657 - - As revised $ 32,203 $ 17,825 $ 2,571 Total operating expenses Prior to revision $ 67,225 $ 40,977 $ 5,922 Revision (2,503 ) (1,771 ) - Other Reclassifications (20 ) - - As revised $ 64,702 $ 39,206 $ 5,922 Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 (amounts, in thousands) Cost of sales Prior to revision $ 156,812 $ 173,760 $ 178,951 $ 160,097 Revision 804 704 506 489 Other Reclassifications - 303 303 (606 ) As revised $ 157,616 $ 174,767 $ 179,760 $ 159,980 Gross Profit Prior to revision $ 6,166 $ 7,281 $ 6,906 $ 7,860 Revision (804 ) (704 ) (506 ) (489 ) Other Reclassifications - (303 ) (303 ) 606 As revised $ 5,362 $ 6,274 $ 6,097 $ 7,977 Stock-based compensation Prior to revision $ 7,424 $ 7,223 $ 5,867 $ 5,985 Revision (7,424 ) (7,223 ) (5,867 ) (5,985 ) As revised $ - $ - $ - $ - General and administrative Prior to revision $ 2,742 $ 3,908 $ 3,516 $ 4,226 Revision 2,865 2,704 1,775 1,773 Other Reclassifications - (160 ) (150 ) (367 ) As revised $ 5,607 $ 6,452 $ 5,141 $ 5,632 Salaries and related benefits Prior to revision $ 4,193 $ 4,127 $ 4,417 $ 3,930 Revision 3,755 3,815 3,586 3,723 Other Reclassifications - (143 ) (153 ) 953 As revised $ 7,948 $ 7,799 $ 7,850 $ 8,606 Total operating expenses Prior to revision $ 15,632 $ 17,209 $ 14,899 $ 19,485 Revision (804 ) (704 ) (506 ) (489 ) Other Reclassifications - (303 ) (303 ) 586 As revised $ 14,828 $ 16,202 $ 14,090 $ 19,582 Three Months Ended March 31, 2023 (amounts, in thousands) Cost of sales Prior to revision $ 186,828 Revision 432 As revised $ 187,260 Gross Profit Prior to revision $ 6,721 Revision (432 ) As revised $ 6,289 Stock-based compensation Prior to revision $ 5,902 Revision (5,902 ) As revised $ - General and administrative Prior to revision $ 3,345 Revision 1,760 As revised $ 5,105 Salaries and related benefits Prior to revision $ 5,418 Revision 3,710 As revised $ 9,128 Total operating expenses Prior to revision $ 16,341 Revision (432 ) As revised $ 15,909 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Accounting Standards Update and Change in Accounting Principle [Table Text Block] | Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (amounts, in thousands, except per share data) Stock-based compensation Prior to revision $ 3,339 $ 7,848 $ 8,890 $ 28,353 Revision 1,244 (1,981 ) 6,559 (7,839 ) As revised $ 4,583 $ 5,867 $ 15,449 $ 20,514 Loss from operations Prior to revision $ (5,117 ) $ (9,974 ) $ (17,901 ) $ (35,226 ) Revision (1,244 ) 1,981 (6,559 ) 7,839 As revised $ (6,361 ) $ (7,993 ) $ (24,460 ) $ (27,387 ) Income tax benefit (expense) Prior to revision $ (741 ) $ 183 $ (1,093 ) $ 1,772 Revision - (175 ) - (436 ) As revised $ (741 ) $ 8 $ (1,093 ) $ 1,336 Net income (loss) Prior to revision $ (5,707 ) $ 14,375 $ (18,450 ) $ (18,408 ) Revision (1,244 ) 1,806 (6,559 ) 7,403 As revised $ (6,951 ) $ 16,181 $ (25,009 ) $ (11,005 ) Basic income (loss) per share available to common stockholders Prior to revision $ (0.04 ) $ 0.06 $ (0.11 ) $ (0.29 ) Revision $ (0.01 ) $ 0.01 $ (0.03 ) $ 0.04 As revised $ (0.05 ) $ 0.07 $ (0.14 ) $ (0.25 ) Diluted income (loss) per share available to common stockholders Prior to revision $ (0.04 ) $ 0.05 $ (0.11 ) $ (0.29 ) Revision $ (0.01 ) $ 0.01 $ (0.03 ) $ 0.04 As revised $ (0.05 ) $ 0.06 $ (0.14 ) $ (0.25 ) As of September 30, December 31, 2023 2022 (amounts, in thousands) Net deferred tax (liability) asset Prior to revision $ (1,047 ) $ (1,389 ) Revision (25 ) (21 ) As revised $ (1,072 ) $ (1,410 ) Additional paid in capital Prior to revision $ 220,083 $ 197,816 Revision (11,519 ) (18,093 ) As revised $ 208,564 $ 179,723 Accumulated deficit Prior to revision $ (195,969 ) $ (173,586 ) Revision 11,494 18,072 As revised $ (184,475 ) $ (155,514 ) Total stockholders' equity Prior to revision $ 24,135 $ 24,250 Revision (25 ) (21 ) As revised $ 24,110 $ 24,229 Year Ended December 31, 2022 2021 2020 (amounts, in thousands) Cost of sales Prior to revision $ 669,620 $ 465,503 $ 83,554 Revision 2,503 1,771 - As revised $ 672,123 $ 467,274 $ 83,554 Gross Profit Prior to revision $ 28,213 $ 11,515 $ 1,172 Revision (2,503 ) (1,771 ) - As revised $ 25,710 $ 9,744 $ 1,172 Stock-based compensation Prior to revision $ 26,499 $ 21,801 $ 2,005 Revision (26,499 ) (21,801 ) (2,005 ) As revised $ - $ - $ - General and administrative Prior to revision $ 14,392 $ 7,995 $ 2,020 Revision 9,117 11,011 121 Other Reclassifications (677 ) - - As revised $ 22,832 $ 19,006 $ 2,141 Salaries and related benefits Prior to revision $ 16,667 $ 8,806 $ 687 Revision 14,879 9,019 1,884 Other Reclassifications 657 - - As revised $ 32,203 $ 17,825 $ 2,571 Total operating expenses Prior to revision $ 67,225 $ 40,977 $ 5,922 Revision (2,503 ) (1,771 ) - Other Reclassifications (20 ) - - As revised $ 64,702 $ 39,206 $ 5,922 Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 (amounts, in thousands) Cost of sales Prior to revision $ 156,812 $ 173,760 $ 178,951 $ 160,097 Revision 804 704 506 489 Other Reclassifications - 303 303 (606 ) As revised $ 157,616 $ 174,767 $ 179,760 $ 159,980 Gross Profit Prior to revision $ 6,166 $ 7,281 $ 6,906 $ 7,860 Revision (804 ) (704 ) (506 ) (489 ) Other Reclassifications - (303 ) (303 ) 606 As revised $ 5,362 $ 6,274 $ 6,097 $ 7,977 Stock-based compensation Prior to revision $ 7,424 $ 7,223 $ 5,867 $ 5,985 Revision (7,424 ) (7,223 ) (5,867 ) (5,985 ) As revised $ - $ - $ - $ - General and administrative Prior to revision $ 2,742 $ 3,908 $ 3,516 $ 4,226 Revision 2,865 2,704 1,775 1,773 Other Reclassifications - (160 ) (150 ) (367 ) As revised $ 5,607 $ 6,452 $ 5,141 $ 5,632 Salaries and related benefits Prior to revision $ 4,193 $ 4,127 $ 4,417 $ 3,930 Revision 3,755 3,815 3,586 3,723 Other Reclassifications - (143 ) (153 ) 953 As revised $ 7,948 $ 7,799 $ 7,850 $ 8,606 Total operating expenses Prior to revision $ 15,632 $ 17,209 $ 14,899 $ 19,485 Revision (804 ) (704 ) (506 ) (489 ) Other Reclassifications - (303 ) (303 ) 586 As revised $ 14,828 $ 16,202 $ 14,090 $ 19,582 Three Months Ended March 31, 2023 (amounts, in thousands) Cost of sales Prior to revision $ 186,828 Revision 432 As revised $ 187,260 Gross Profit Prior to revision $ 6,721 Revision (432 ) As revised $ 6,289 Stock-based compensation Prior to revision $ 5,902 Revision (5,902 ) As revised $ - General and administrative Prior to revision $ 3,345 Revision 1,760 As revised $ 5,105 Salaries and related benefits Prior to revision $ 5,418 Revision 3,710 As revised $ 9,128 Total operating expenses Prior to revision $ 16,341 Revision (432 ) As revised $ 15,909 |
Note 3 - Fair Value Measureme_2
Note 3 - Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | September 30, 2023 (in thousands) Level 1 Level 2 Level 3 Measured at Net Asset Value as a Practical Expedient Total Assets: Marketable securities (Note 5) $ 4,280 $ - $ - $ 1,588 $ 5,868 Liabilities: Contingent consideration liability (Note 6) $ - $ - $ 5,758 $ - $ 5,758 Derivative liabilities (Note 10) $ - $ 2 $ - $ - $ 2 |
Note 4 - Revenue (Tables)
Note 4 - Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | (in thousands) September 30, 2023 December 31, 2022 Receivables included in "Accounts receivable net of allowances" $ 55,710 $ 72,405 Contract assets 8,128 6,090 Contract liabilities 25,201 13,741 (in thousands) Balance at December 31, 2022 $ 13,741 Revenue recognized during the period that was included in the beginning balance (12,945 ) Additions, net of revenue recognized during the period 24,405 Balance at September 30, 2023 $ 25,201 |
Disaggregation of Revenue [Table Text Block] | Three Months Ended September 30, (in thousands) 2023 2022 Revenue: Infrastructure $ 31,795 $ 26,753 Telecommunications 100,482 159,104 Total $ 132,277 $ 185,857 Nine Months Ended September 30, (in thousands) 2023 2022 Revenue: Infrastructure $ 89,246 $ 71,804 Telecommunications 384,166 458,072 Total $ 473,412 $ 529,876 |
Note 5 - Marketable Securitie_2
Note 5 - Marketable Securities and Other Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Marketable Securities [Table Text Block] | (in thousands) September 30, 2023 December 31, 2022 Brokerage Account $ 5,868 $ 6,757 |
Note 6- Business Combination (T
Note 6- Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | (in thousands) Preliminary Estimates Cash $ 5,289 Common stock 2,000 Contingent consideration 5,758 Total Consideration $ 13,047 Fair values of identifiable net assets and liabilities: Assets: Current assets Cash 1,845 Accounts receivable 1,315 Deposits, prepaids and other current assets 9 Inventory 205 Contract assets 744 Total current assets 4,118 Property, plant and equipment 212 Operating lease right-of-use assets 259 Goodwill 13,234 Total assets 17,823 Liabilities: Current liabilities Accounts payable 542 Accrued liabilities 77 Contract liabilities 3,741 Operating lease liabilities 54 Finance lease liabilities 50 Total current liabilities 4,464 Non-current liabilities Operating lease liabilities, non-current 214 Finance lease liabilities, non-current 98 Total liabilities 4,776 Total fair value of identifiable net assets and liabilities $ 13,047 |
Note 7 - Goodwill and Intangi_2
Note 7 - Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | (in thousands) Infrastructure Telecommunications Consolidated Total Goodwill, net, as of December 31, 2022 $ 11,900 $ 772 $ 12,672 Acquisition (See Note 6) $ 13,234 $ - $ 13,234 Goodwill, net, as of September 30, 2023 $ 25,134 $ 772 $ 25,906 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | September 30, 2023 December 31, 2022 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 30,849 $ (4,031 ) $ 26,818 $ 30,849 $ (2,489 ) $ 28,360 Backlog 3,322 (1,938 ) 1,384 3,322 (1,107 ) 2,215 Non-compete agreements 3,729 (1,594 ) 2,135 3,729 (895 ) 2,834 Off-market favorable leases 955 (955 ) - 955 (955 ) - Brand 560 (65 ) 495 560 (37 ) 523 Total $ 39,415 $ (8,583 ) $ 30,832 $ 39,415 $ (5,483 ) $ 33,932 |
Note 9 - Debt (Tables)
Note 9 - Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | (in thousands) September 30, 2023 December 31, 2022 Line of Credit ANS Line of Credit $ - $ 5,024 Total Line of Credit - 5,024 Notes Payable Issued on May 19, 2021 11,860 11,860 Issued on December 17, 2021 15,926 15,926 Total Face Value of Notes Payable 27,786 27,786 Less: Unamortized Discount (660 ) (3,630 ) Net Carrying Value of Notes Payable 27,126 24,156 Total debt before deferred financing costs 27,126 29,180 Current amount of Notes Payable 27,126 24,156 Current amount of Line of Credit - 5,024 Total current portion of long-term debt 27,126 29,180 Total long-term debt, net of current portion $ - $ - |
Interest Income and Interest Expense Disclosure [Table Text Block] | Three Months Ended September 30, (in thousands) 2023 2022 Interest expense $ (499 ) $ (520 ) Amortization of debt discount (990 ) (495 ) Total net interest expense $ (1,489 ) $ (1,015 ) Nine Months Ended September 30, (in thousands) 2023 2022 Interest expense $ (1,545 ) $ (2,001 ) Amortization of debt discount (2,970 ) (7,938 ) Total net interest expense $ (4,515 ) $ (9,939 ) |
Note 10 - Derivative Liabilit_2
Note 10 - Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Three Months Ended September 30, (in thousands) 2023 2022 Derivative liability beginning balance $ 59 $ 40,443 Change in fair value of derivative liabilities (57 ) (28,669 ) Derivative liability ending balance $ 2 $ 11,774 Nine Months Ended September 30, (in thousands) 2023 2022 Derivative liability beginning balance $ 6,521 $ - Reclassification of derivative - 40,443 Change in fair value of derivative liabilities (1,713 ) (28,669 ) Warrant exercise (4,806 ) - Derivative liability ending balance $ 2 $ 11,774 |
Note 11 - Leases (Tables)
Note 11 - Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Summary of Components of Rental Revenue [Table Text Block] | Three Months Ended September 30, (in thousands) 2023 2022 Revenue: Fixed component $ 844 $ 1,139 Variable component - - Total $ 844 $ 1,139 Nine Months Ended September 30, (in thousands) 2023 2022 Revenue: Fixed component $ 2,577 $ 3,549 Variable component - - Total $ 2,577 $ 3,549 |
Note 12 - Reportable Segments (
Note 12 - Reportable Segments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 (As Adjusted) 2023 2022 (As Adjusted) Income (loss) from operations: Infrastructure $ 658 $ (1,152 ) $ (2,207 ) $ (4,294 ) Telecommunications 108 181 (29 ) 806 Non-operating corporate (7,127 ) (7,022 ) (22,224 ) (23,899 ) Total $ (6,361 ) $ (7,993 ) $ (24,460 ) $ (27,387 ) Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Depreciation and amortization: Infrastructure $ 1,166 $ 391 $ 3,539 $ 1,618 Telecommunications 6 42 35 127 Total $ 1,172 $ 433 $ 3,574 $ 1,745 Nine Months Ended September 30, (in thousands) 2023 2022 Capital expenditures: Infrastructure $ 143 $ 205 Telecommunications - - Total $ 143 $ 205 (in thousands) September 30, 2023 December 31, 2022 Investments: Infrastructure $ 1,595 $ 1,389 Telecommunications - - Non-operating corporate 4,552 5,604 Total $ 6,147 $ 6,993 (in thousands) September 30, 2023 December 31, 2022 (As Adjusted) Assets: Infrastructure $ 114,628 $ 102,248 Telecommunications 54,880 42,046 Non-operating corporate 18,009 24,160 Total $ 187,517 $ 168,454 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 (As Adjusted) 2023 2022 (As Adjusted) Loss from operations $ (6,361 ) $ (7,993 ) $ (24,460 ) $ (27,387 ) Income (loss) from investments, net 675 (200 ) 1,637 (1,343 ) Change in fair value of derivative liabilities 57 28,669 1,713 28,669 Interest expense (1,489 ) (1,015 ) (4,515 ) (9,939 ) Loss on impairment (56 ) - (114 ) - Other income (expense), net 848 (3,289 ) 1,876 (2,255 ) Foreign exchange gain (loss) 116 1 (53 ) (86 ) Total other expenses 151 24,166 544 15,046 Income (loss) before income taxes (6,210 ) 16,173 (23,916 ) (12,341 ) Income tax (expense) benefit (741 ) 8 (1,093 ) 1,336 Net income (loss) $ (6,951 ) $ 16,181 $ (25,009 ) $ (11,005 ) |
Note 13 - Stockholders' Equity
Note 13 - Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Warrants Weighted Average Weighted Average Remaining Contractual Life (in thousands) Exercise Price (in years) Warrants outstanding at January 1, 2022 24,085 $ 1.74 3.0 Issued 2,000 8.50 2.8 Exercised (8,183 ) (1.59 ) N/A Expired - - N/A Warrants outstanding at December 31, 2022 17,902 $ 2.56 1.8 Warrants exercisable at December 31, 2022 17,902 $ 2.56 1.8 Issued - - Exercised (7,600 ) 0.50 N/A Expired - - N/A Warrants outstanding at September 30, 2023 10,302 $ 4.08 2.1 Warrants exercisable at September 30, 2023 10,302 $ 4.08 2.1 |
Note 14 - Stock-based Compens_2
Note 14 - Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Number of Shares (in thousands) Weighted Average Exercise Price Intrinsic Value (in thousands) Weighted Average Remaining Contractual Term (in years) Options outstanding at December 31, 2022 49,576 $ 2.07 - - Options granted 7,480 1.04 - - Options exercised (75 ) 0.55 - - Options cancelled (8,553 ) 2.85 - - Options outstanding at September 30, 2023 48,428 $ 1.77 $ 122 4.79 Options exercisable at September 30, 2023 26,943 $ 1.60 $ 92 3.97 Vested and expected to vest at September 30, 2023 48,428 $ 1.77 $ 122 4.79 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Nine Months Ended September 30, Weighted risk-free interest rate 1 3.5 % Weighted-average volatility 2 59 % Weighted expected dividend yield 3 - % Weighted expected term (in years) 4 5.7 |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | Number of Weighted Average Shares (in thousands) Grant Date Fair Value RSUs outstanding at December 31, 2022 405 $ 2.26 RSUs granted 40 0.92 RSUs released (76 ) 2.27 RSUs forfeited (100 ) 2.22 RSUs outstanding at September 30, 2023 269 $ 2.07 Weighted average remaining recognition period in years 2.9 Unamortized stock-based compensation expense $ 540 |
Share-Based Payment Arrangement, Cost by Plan [Table Text Block] | Three Months Ended September 30, (in thousands) 2023 2022 (As Adjusted) Cost of sales $ 228 $ 506 General and administrative 845 1,775 Salaries and related benefits 3,510 3,586 Total stock-based compensation 4,583 5,867 Income tax benefit (1) 425 - After-tax stock-based compensation expense $ 4,158 $ 5,867 Nine Months Ended September 30, (in thousands) 2023 2022 (As Adjusted) Cost of sales $ 961 $ 2,014 General and administrative 3,956 7,344 Salaries and related benefits 10,532 11,156 Total stock-based compensation 15,449 20,514 Income tax benefit (1) 574 1,735 After-tax stock-based compensation expense $ 14,875 $ 18,779 |
Note 16 - Income Taxes (Tables)
Note 16 - Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Three Months Ended September 30, 2023 2022 (As Adjusted) Income (loss) before income taxes $ (6,210 ) $ 16,173 Income tax benefit (expense) (741 ) 8 Effective tax rate (11.9 )% (0.0 )% Nine Months Ended September 30, 2023 2022 (As Adjusted) Income (loss) before income taxes $ (23,916 ) $ (12,341 ) Income tax benefit (expense) (1,093 ) 1,336 Effective tax rate (4.6 )% 10.8 % |
Note 17 - Net Income (Loss) P_2
Note 17 - Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Restricted stock units 325 - 368 154 Contingently issuable shares - - 493 1,685 Warrants 10,303 - 12,725 16,878 Stock options 51,755 25,122 51,478 48,906 Preferred stock 38,852 - 37,856 16,951 Convertible notes payable - - - 33,250 Total 101,235 25,122 102,920 117,824 |
Note 1 - Nature of Operations (
Note 1 - Nature of Operations (Details Textual) | 9 Months Ended |
Sep. 30, 2023 | |
Number of Operating Segments | 2 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Retained Earnings (Accumulated Deficit) | $ (184,475) | $ (155,514) | |
Additional Paid in Capital | $ 208,564 | $ 179,723 | |
Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
Retained Earnings (Accumulated Deficit) | $ 8,000 | ||
Additional Paid in Capital | $ 9,100 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Effect of Change in Accounting Principle (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allocated stock-based compensation | $ 15,449 | $ 20,514 | ||||||||||
Loss from operations | $ (6,361) | (24,460) | ||||||||||
Income tax (expense) benefit | 741 | $ (8) | 1,093 | (1,336) | ||||||||
Net income (loss) | $ (6,951) | $ (8,846) | $ (9,212) | 14,407 | $ (19,642) | $ (13,141) | $ (25,009) | (11,005) | ||||
Basic income (loss) per share available to common stockholders (in dollars per share) | $ (0.05) | $ (0.14) | ||||||||||
Diluted income (loss) per share available to common stockholders (in dollars per share) | $ (0.05) | $ (0.14) | ||||||||||
Additional Paid in Capital | $ 208,564 | $ 179,723 | $ 208,564 | $ 179,723 | ||||||||
Retained Earnings (Accumulated Deficit) | (184,475) | (155,514) | (184,475) | (155,514) | ||||||||
Total stockholders' equity | 24,110 | $ 27,733 | 31,958 | 24,229 | 27,771 | 5,857 | 39,935 | 24,110 | 27,771 | 24,229 | $ 14,348 | |
Prior to revision | 123,255 | 450,353 | ||||||||||
Prior to revision | 9,022 | 23,059 | ||||||||||
Prior to revision | 4,315 | 14,854 | ||||||||||
Prior to revision | 15,383 | 47,519 | ||||||||||
Stock-based compensation | 4,583 | 5,867 | 15,449 | 20,514 | ||||||||
Previously Reported [Member] | ||||||||||||
Allocated stock-based compensation | 3,339 | 5,902 | 7,848 | 8,890 | 28,353 | 26,499 | 21,801 | $ 2,005 | ||||
Loss from operations | (5,117) | (9,974) | (17,901) | (35,226) | ||||||||
Income tax (expense) benefit | (741) | 183 | (1,093) | 1,772 | ||||||||
Net income (loss) | $ (5,707) | $ 14,375 | $ (18,450) | $ (18,408) | ||||||||
Basic income (loss) per share available to common stockholders (in dollars per share) | $ (0.04) | $ 0.06 | $ (0.11) | $ (0.29) | ||||||||
Diluted income (loss) per share available to common stockholders (in dollars per share) | $ (0.04) | $ 0.05 | $ (0.11) | $ (0.29) | ||||||||
Net deferred tax (liability) asset | $ (1,047) | (1,389) | $ (1,047) | (1,389) | ||||||||
Additional Paid in Capital | 220,083 | 197,816 | 220,083 | 197,816 | ||||||||
Retained Earnings (Accumulated Deficit) | (195,969) | (173,586) | (195,969) | (173,586) | ||||||||
Total stockholders' equity | 24,135 | 24,250 | 24,135 | 24,250 | ||||||||
Prior to revision | 186,828 | 160,097 | $ 178,951 | 173,760 | 156,812 | 669,620 | 465,503 | 83,554 | ||||
Prior to revision | 6,721 | 7,860 | 6,906 | 7,281 | 6,166 | 28,213 | 11,515 | 1,172 | ||||
Prior to revision | 3,345 | 4,226 | 3,516 | 3,908 | 2,742 | 14,392 | 7,995 | 2,020 | ||||
Prior to revision | 5,418 | 3,930 | 4,417 | 4,127 | 4,193 | 16,667 | 8,806 | 687 | ||||
Prior to revision | 16,341 | 19,485 | 14,899 | 17,209 | 15,632 | 67,225 | 40,977 | 5,922 | ||||
Stock-based compensation | 5,985 | 5,867 | 7,223 | 7,424 | ||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||||
Allocated stock-based compensation | 1,244 | (5,902) | (1,981) | 6,559 | $ (7,839) | (26,499) | (21,801) | (2,005) | ||||
Loss from operations | (1,244) | 1,981 | (6,559) | 7,839 | ||||||||
Income tax (expense) benefit | 0 | (175) | 0 | (436) | ||||||||
Net income (loss) | $ (1,244) | $ 1,806 | $ (6,559) | $ 7,403 | ||||||||
Basic income (loss) per share available to common stockholders (in dollars per share) | $ (0.01) | $ 0.01 | $ (0.03) | $ 0.04 | ||||||||
Diluted income (loss) per share available to common stockholders (in dollars per share) | $ (0.01) | $ 0.01 | $ (0.03) | $ 0.04 | ||||||||
Net deferred tax (liability) asset | $ (25) | (21) | $ (25) | (21) | ||||||||
Additional Paid in Capital | (11,519) | (18,093) | (11,519) | (18,093) | ||||||||
Retained Earnings (Accumulated Deficit) | 11,494 | 18,072 | 11,494 | 18,072 | ||||||||
Total stockholders' equity | (25) | (21) | (25) | (21) | ||||||||
Prior to revision | 432 | 489 | $ 506 | 704 | 804 | 2,503 | 1,771 | 0 | ||||
Prior to revision | (432) | (489) | (506) | (704) | (804) | (2,503) | (1,771) | 0 | ||||
Prior to revision | 1,760 | 1,773 | 1,775 | 2,704 | 2,865 | 9,117 | 11,011 | 121 | ||||
Prior to revision | 3,710 | 3,723 | 3,586 | 3,815 | 3,755 | 14,879 | 9,019 | 1,884 | ||||
Prior to revision | (432) | (489) | (506) | (704) | (804) | (2,503) | (1,771) | 0 | ||||
Stock-based compensation | (5,985) | (5,867) | (7,223) | (7,424) | ||||||||
As Revised [Member] | ||||||||||||
Allocated stock-based compensation | 4,583 | 0 | 5,867 | 15,449 | $ 20,514 | 0 | 0 | 0 | ||||
Loss from operations | (6,361) | (7,993) | (24,460) | (27,387) | ||||||||
Income tax (expense) benefit | (741) | 8 | (1,093) | 1,336 | ||||||||
Net income (loss) | $ (6,951) | $ 16,181 | $ (25,009) | $ (11,005) | ||||||||
Basic income (loss) per share available to common stockholders (in dollars per share) | $ (0.05) | $ 0.07 | $ (0.14) | $ (0.25) | ||||||||
Diluted income (loss) per share available to common stockholders (in dollars per share) | $ (0.05) | $ 0.06 | $ (0.14) | $ (0.25) | ||||||||
Net deferred tax (liability) asset | $ (1,072) | (1,410) | $ (1,072) | (1,410) | ||||||||
Additional Paid in Capital | 208,564 | 179,723 | 208,564 | 179,723 | ||||||||
Retained Earnings (Accumulated Deficit) | (184,475) | (155,514) | (184,475) | (155,514) | ||||||||
Total stockholders' equity | $ 24,110 | 24,229 | $ 24,110 | 24,229 | ||||||||
Prior to revision | 187,260 | 159,980 | $ 179,760 | 174,767 | 157,616 | 672,123 | 467,274 | 83,554 | ||||
Prior to revision | 6,289 | 7,977 | 6,097 | 6,274 | 5,362 | 25,710 | 9,744 | 1,172 | ||||
Prior to revision | 5,105 | 5,632 | 5,141 | 6,452 | 5,607 | 22,832 | 19,006 | 2,141 | ||||
Prior to revision | 9,128 | 8,606 | 7,850 | 7,799 | 7,948 | 32,203 | 17,825 | 2,571 | ||||
Prior to revision | $ 15,909 | 19,582 | 14,090 | 16,202 | 14,828 | 64,702 | 39,206 | 5,922 | ||||
Stock-based compensation | 0 | 0 | 0 | 0 | ||||||||
Other Reclassifications [Member] | ||||||||||||
Prior to revision | (606) | 303 | 303 | 0 | ||||||||
Prior to revision | 606 | (303) | (303) | 0 | ||||||||
Prior to revision | (367) | (150) | (160) | 0 | (677) | 0 | 0 | |||||
Prior to revision | 953 | (153) | (143) | 0 | 657 | 0 | 0 | |||||
Prior to revision | $ 586 | $ (303) | $ (303) | $ 0 | $ (20) | $ 0 | $ 0 |
Note 3 - Fair Value Measureme_3
Note 3 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Aug. 01, 2023 | |
Non Marketable Securities | $ 300 | $ 200 | ||
Non Marketable Securities, Increase (Decrease) | $ 0 | |||
EV Group Holdings LLC [Member] | ||||
Business Combination, Contingent Consideration, Liability | $ 3,500 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 1,530,145 | |||
Greenspeed Acquisition [Member] | ||||
Business Combination, Contingent Consideration, Liability | $ 5,800 | $ 5,800 |
Note 3 - Fair Value Measureme_4
Note 3 - Fair Value Measurements - Summary of Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Derivative liabilities (Note 10) | $ 2 | $ 59 | $ 6,521 | $ 11,774 | $ 40,443 | $ 0 |
Fair Value, Recurring [Member] | ||||||
Marketable securities (Note 5) | 5,868 | |||||
Contingent consideration liability (Note 6) | 5,758 | |||||
Derivative liabilities (Note 10) | 2 | |||||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||||||
Marketable securities (Note 5) | 4,280 | |||||
Contingent consideration liability (Note 6) | 0 | |||||
Derivative liabilities (Note 10) | 0 | |||||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||||||
Marketable securities (Note 5) | 0 | |||||
Contingent consideration liability (Note 6) | 0 | |||||
Derivative liabilities (Note 10) | 2 | |||||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||||||
Marketable securities (Note 5) | 0 | |||||
Contingent consideration liability (Note 6) | 5,758 | |||||
Derivative liabilities (Note 10) | 0 | |||||
Fair Value Measured at Net Asset Value Per Share [Member] | Fair Value, Recurring [Member] | ||||||
Marketable securities (Note 5) | 1,588 | |||||
Contingent consideration liability (Note 6) | 0 | |||||
Derivative liabilities (Note 10) | $ 0 |
Note 4 - Revenue 1 (Details Tex
Note 4 - Revenue 1 (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Receivables | $ 100 | $ 0 |
Revenue, Remaining Performance Obligation, Amount | 139,200 | |
Deferred Revenue | $ 25,200 |
Note 4 - Revenue 2 (Details Tex
Note 4 - Revenue 2 (Details Textual) | Sep. 30, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Percentage | 25% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Percentage | 74% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Percentage | 1% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) | 1 year |
Note 4 - Revenue - Contracts wi
Note 4 - Revenue - Contracts with Customers (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Receivables included in "Accounts receivable net of allowances" | $ 55,710 | $ 72,405 |
Contract assets | 8,128 | 6,090 |
Contract liabilities | 25,201 | $ 13,741 |
Balance | 13,741 | |
Revenue recognized during the period that was included in the beginning balance | (12,945) | |
Additions, net of revenue recognized during the period | 24,405 | |
Balance | $ 25,201 |
Note 4 - Revenue - Revenues By
Note 4 - Revenue - Revenues By Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 132,277 | $ 185,857 | $ 473,412 | $ 529,876 |
Infrastructures [Member] | ||||
Revenue | 31,795 | 26,753 | 89,246 | 71,804 |
Telecommunications [Member] | ||||
Revenue | $ 100,482 | $ 159,104 | $ 384,166 | $ 458,072 |
Note 5 - Marketable Securitie_3
Note 5 - Marketable Securities and Other Investments (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Marketable Security, Gain (Loss) | $ 0.7 | $ (0.2) | $ 1.6 | $ (1.3) |
Marketable Securities, Realized Gain (Loss) | 0.2 | (0.1) | 0.1 | (0.7) |
Marketable Security, Unrealized Gain (Loss) | $ 0.5 | $ (0.1) | $ 1.5 | $ (0.6) |
Note 5 - Marketable Securitie_4
Note 5 - Marketable Securities and Other Investments - Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Brokerage Account [Member] | ||
Brokerage Account | $ 5,868 | $ 6,757 |
Note 6- Business Combination (D
Note 6- Business Combination (Details Textual) - Greenspeed Acquisition [Member] - USD ($) $ in Thousands | 9 Months Ended | ||
Aug. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Combination, Consideration Transferred | $ 13,047 | ||
Payments to Acquire Businesses, Gross | 6,000 | $ 5,289 | $ 0 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 2,000 | ||
Business Combination, Contingent Consideration, Liability | 5,800 | $ 5,800 | |
Maximum [Member] | |||
Business Combination, Consideration Transferred | 15,000 | ||
Business Combination, Contingent Consideration, Liability | $ 7,000 |
Note 6 - Business Combination -
Note 6 - Business Combination - Schedule of Business Combinations (Details) - USD ($) $ in Thousands | Aug. 01, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill | $ 25,906 | $ 12,672 | |
Greenspeed Acquisition [Member] | |||
Cash | $ 5,289 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 2,000 | ||
Contingent consideration | 5,758 | ||
Total Consideration | 13,047 | ||
Cash | 1,845 | ||
Accounts receivable | 1,315 | ||
Deposits, prepaids and other current assets | 9 | ||
Inventory | 205 | ||
Contract assets | 744 | ||
Total current assets | 4,118 | ||
Property, plant and equipment | 212 | ||
Operating lease right-of-use assets | 259 | ||
Goodwill | 13,234 | ||
Total assets | 17,823 | ||
Accounts payable | 542 | ||
Accrued liabilities | 77 | ||
Contract liabilities | 3,741 | ||
Operating lease liabilities | 54 | ||
Finance lease liabilities | 50 | ||
Total current liabilities | 4,464 | ||
Operating lease liabilities, non-current | 214 | ||
Finance lease liabilities, non-current | 98 | ||
Total liabilities | 4,776 | ||
Total fair value of identifiable net assets and liabilities | $ 13,047 |
Note 7 - Goodwill and Intangi_3
Note 7 - Goodwill and Intangible Assets - Goodwill by Reportable Segments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill | $ 12,672 |
Goodwill | 25,906 |
Infrastructure [Member] | |
Goodwill | 11,900 |
Acquisition (See Note 6) | 13,234 |
Goodwill | 25,134 |
Telecommunications [Member] | |
Goodwill | 772 |
Acquisition (See Note 6) | 0 |
Goodwill | 772 |
Aggregate Goodwill [Member] | |
Goodwill | 12,672 |
Acquisition (See Note 6) | 13,234 |
Goodwill | $ 25,906 |
Note 7 - Goodwill and Intangi_4
Note 7 - Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets, Gross | $ 39,415 | $ 39,415 |
Finite Lived Intangible Assets, Accumulated Amortization | (8,583) | (5,483) |
Finite Lived Intangible Assets, Net | 30,832 | 33,932 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets, Gross | 30,849 | 30,849 |
Finite Lived Intangible Assets, Accumulated Amortization | (4,031) | (2,489) |
Finite Lived Intangible Assets, Net | 26,818 | 28,360 |
Backlog [Member] | ||
Finite Lived Intangible Assets, Gross | 3,322 | 3,322 |
Finite Lived Intangible Assets, Accumulated Amortization | (1,938) | (1,107) |
Finite Lived Intangible Assets, Net | 1,384 | 2,215 |
Noncompete Agreements [Member] | ||
Finite Lived Intangible Assets, Gross | 3,729 | 3,729 |
Finite Lived Intangible Assets, Accumulated Amortization | (1,594) | (895) |
Finite Lived Intangible Assets, Net | 2,135 | 2,834 |
Off-Market Favorable Lease [Member] | ||
Finite Lived Intangible Assets, Gross | 955 | 955 |
Finite Lived Intangible Assets, Accumulated Amortization | (955) | (955) |
Finite Lived Intangible Assets, Net | 0 | 0 |
Brand [Member] | ||
Finite Lived Intangible Assets, Gross | 560 | 560 |
Finite Lived Intangible Assets, Accumulated Amortization | (65) | (37) |
Finite Lived Intangible Assets, Net | $ 495 | $ 523 |
Note 8 - Related Party Transa_2
Note 8 - Related Party Transactions (Details Textual) - USD ($) | 9 Months Ended | |||
Aug. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 11, 2023 | |
Cost Savings Agreement [Member] | Greenwave Partners, LLC [Member] | Greenspeed [Member] | ||||
Related Party Transaction, Amounts of Transaction | $ 200,000 | |||
Upfront Payment [Member] | Korr Acquisition Group Inc [Member] | ||||
Related Party Transaction, Amounts of Transaction | $ 500,000 | |||
Advisory Fee [Member] | Korr Acquisition Group Inc [Member] | ||||
Related Party Transaction, Amounts of Transaction | $ 25,000 | |||
August 2023 SPA [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 1,000,000 | |||
Warrants and Rights Outstanding, Term (Year) | 2 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.5 | |||
August 2023 SPA [Member] | ||||
Maximum Amount Shares Required to Sell | $ 5,000,000 | |||
Sale of Shares, Purchase Price (in dollars per share) | $ 1 | |||
Director [Member] | Separation and Consulting Agreement [Member] | ||||
Deferred Compensation Agreement, Initial Term (Year) | 1 year | |||
Deferred Compensation Liability, Current and Noncurrent | $ 500,000 |
Note 9 - Debt (Details Textual)
Note 9 - Debt (Details Textual) | 3 Months Ended | |||||||||||
Dec. 01, 2023 | Oct. 25, 2022 USD ($) | Dec. 17, 2021 USD ($) | May 19, 2021 USD ($) $ / shares shares | Nov. 03, 2020 USD ($) $ / shares shares | May 08, 2020 USD ($) shares | Jun. 30, 2022 shares | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 18, 2022 USD ($) | Oct. 24, 2022 USD ($) | Dec. 31, 2020 | |
Convertible Notes Payable | $ 0 | $ 0 | ||||||||||
Revolving Credit Facility [Member] | Nextridge/ANS [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 8,000,000 | $ 8,000,000 | $ 4,000,000 | |||||||||
Line of Credit Facility, Interest Rate at Period End | 8.50% | 7.50% | ||||||||||
Long-Term Line of Credit | $ 0 | $ 5,000,000 | ||||||||||
Debt Instrument, Interest Rate, Floor Rate | 5% | |||||||||||
Advances Limit, Percentage of Accounts Receivable | 70% | |||||||||||
Advances Limit, Percentage of Work in Process | 50% | |||||||||||
Debt Instrument, Minimum Debt Service Coverage Ratio | 1.2 | |||||||||||
Maximum Debt/Tangible Net Worth Ratio | 3 | |||||||||||
Equipment and Vehicle Line of Credit [Member] | Nextridge and ANS [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 750,000 | |||||||||||
Long-Term Line of Credit | $ 0 | $ 0 | ||||||||||
Equipment and Vehicle Line of Credit [Member] | Nextridge and ANS [Member] | Federal Home Loan Bank Rate [Member] | Forecast [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||||||
The BW Line of Credit [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,000,000 | |||||||||||
Line of Credit Facility, Interest Rate at Period End | 8.50% | 7.50% | ||||||||||
Long-Term Line of Credit | $ 0 | $ 0 | ||||||||||
Advances Limit, Percentage of Accounts Receivable | 75% | |||||||||||
Net Retained Earning, Minimum Increase | $ 200,000 | |||||||||||
Maximum Debt to EBIDA | 2 | |||||||||||
Series D Preferred Stock [Member] | Conversion of Convertible Notes to Preferred Stock [Member] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | shares | 1,177,023 | |||||||||||
May 2020 Investors [Member] | Series G Preferred Stock [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 7.5 | |||||||||||
November 2020 Investors [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 903,226 | |||||||||||
May 2020 Investors [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 7,600,000 | |||||||||||
May 2021 Financing [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 1,870,000 | |||||||||||
May 2020 Investors [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 3,000,000 | |||||||||||
Proceeds from Issuance of Debt | $ 2,700,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | 20% | ||||||||||
November 2020 Investors [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 3,900,000 | |||||||||||
Proceeds from Issuance of Debt | $ 3,500,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 0.25 | |||||||||||
May 2021 Financing [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 5,600,000 | |||||||||||
Proceeds from Issuance of Debt | $ 5,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 3 | |||||||||||
Debt Instrument, Maturity Date | May 19, 2024 | |||||||||||
May 2021 Investors [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 11,800,000 | |||||||||||
Proceeds from Issuance of Debt | $ 10,000,000 | |||||||||||
Debt Instrument, Coupon Rate | 8% | |||||||||||
Debt Instrument, Term (Month) | 18 months | |||||||||||
Debt Instrument, Debt Default, Interest Rate | 20% | |||||||||||
May 2021 Investors [Member] | Debt Premium [Member] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | |||||||||||
May 2021 Investors [Member] | Original Issue Discount [Member] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||
December 2021 Investors [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 15,900,000 | |||||||||||
Proceeds from Issuance of Debt | $ 13,300,000 | |||||||||||
Debt Instrument, Coupon Rate | 7.50% | |||||||||||
Debt Instrument, Term (Month) | 23 months | |||||||||||
Debt Instrument, Debt Default, Interest Rate | 20% | |||||||||||
Debt Instrument, Maturity Date | Nov. 19, 2023 |
Note 9 - Debt - Summary of Debt
Note 9 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Total debt before deferred financing costs | $ 27,126 | $ 29,180 |
Current amount of Notes Payable | 27,126 | 24,156 |
Current amount of Line of Credit | 0 | 5,024 |
Total current portion of long-term debt | 27,126 | 29,180 |
Total long-term debt, net of current portion | 0 | 0 |
Notes Payable, Other Payables [Member] | ||
Longterm debt | 27,786 | 27,786 |
Less: Unamortized Discount | (660) | (3,630) |
Net Carrying Value of Notes Payable | 27,126 | 24,156 |
Short Term Facility [Member] | ||
Longterm debt | 0 | 5,024 |
ANS Line of Credit [Member] | Short Term Facility [Member] | ||
Longterm debt | 0 | 5,024 |
Notes Issued on May 19, 2021 [Member] | Notes Payable, Other Payables [Member] | ||
Longterm debt | 11,860 | 11,860 |
Notes Issued on December 17, 2021 [Member] | Notes Payable, Other Payables [Member] | ||
Longterm debt | $ 15,926 | $ 15,926 |
Note 9 - Debt - Interest Expens
Note 9 - Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Amortization of debt discount | $ (2,970) | $ (7,938) | ||
Interest expense | $ (1,489) | (4,515) | ||
Notes Payable, Other Payables [Member] | ||||
Interest expense | (499) | $ (520) | (1,545) | (2,001) |
Amortization of debt discount | (990) | (495) | (2,970) | (7,938) |
Interest expense | $ (1,489) | $ (1,015) | $ (4,515) | $ (9,939) |
Note 10 - Derivative Liabilit_3
Note 10 - Derivative Liabilities (Details Textual) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Derivative Liability | $ 59 | $ 2 | $ 6,521 | $ 11,774 | $ 40,443 | $ 0 | |
Derivative Deemed Dividend | $ 32,800 | ||||||
Warrants and Rights Exercised (in shares) | 7,600 | 8,183 | |||||
May 2020 Warrants [Member] | |||||||
Derivative, Gain on Derivative | $ 500 | $ 300 | $ 100 | ||||
May 2020 Warrants [Member] | Series E Preferred Stock [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 3,200 | ||||||
May 2020 Warrants [Member] | Common Stock [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,400 | ||||||
May 2020 Warrants [Member] | Arena Investors [Member] | |||||||
Warrants and Rights Exercised (in shares) | 7,600 | ||||||
Derivative, Gain on Derivative | $ 900 | ||||||
May 2020 Warrants [Member] | Arena Investors [Member] | Series E Preferred Stock [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 3,200 | ||||||
May 2020 Warrants [Member] | Arena Investors [Member] | Common Stock [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,400 | ||||||
Reclassified Warrant From Equity to Derivative Liability [Member] | |||||||
Derivative Liability | $ 40,400 | ||||||
Derivative Deemed Dividend | $ 32,800 |
Note 10 - Derivative Liabilit_4
Note 10 - Derivative Liabilities - Summary of Gain Loss on Derivative Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative liability beginning balance | $ 59 | $ 40,443 | $ 6,521 | $ 0 |
Change in fair value of derivative liabilities | (57) | (28,669) | (1,713) | (28,669) |
Derivative liability ending balance | $ 2 | $ 11,774 | 2 | 11,774 |
Reclassification of derivative | 0 | 40,443 | ||
Warrant exercise | $ (4,806) | $ 0 |
Note 11 - Leases - Summary of R
Note 11 - Leases - Summary of Rental Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | $ 132,277 | $ 185,857 | $ 473,412 | $ 529,876 |
Fixed Components [Member] | ||||
Revenues | 844 | 1,139 | 2,577 | 3,549 |
Variable Components [Member] | ||||
Revenues | 0 | 0 | 0 | 0 |
Total Revenue [Member] | ||||
Revenues | $ 844 | $ 1,139 | $ 2,577 | $ 3,549 |
Note 12 - Reportable Segments_2
Note 12 - Reportable Segments (Details Textual) | 9 Months Ended |
Sep. 30, 2023 | |
Number of Reportable Segments | 2 |
Note 12 - Reportable Segments -
Note 12 - Reportable Segments - Operating Segments Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating income (loss) | $ (6,361) | $ (24,460) | |||
Depreciation and amortization | 1,172 | $ 433 | 3,574 | $ 1,745 | |
Capital expenditures | 143 | 205 | |||
Investments | 6,147 | 6,147 | $ 6,993 | ||
Assets | 187,517 | 187,517 | 168,454 | ||
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | |||||
Operating income (loss) | (7,993) | (27,387) | |||
Depreciation and amortization | 433 | 1,745 | |||
Infrastructure [Member] | |||||
Operating income (loss) | 658 | (2,207) | |||
Depreciation and amortization | 1,166 | 391 | 3,539 | 1,618 | |
Capital expenditures | 143 | 205 | |||
Investments | 1,595 | 1,595 | 1,389 | ||
Assets | 114,628 | 114,628 | 102,248 | ||
Infrastructure [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | |||||
Operating income (loss) | (1,152) | (4,294) | |||
Telecommunications [Member] | |||||
Operating income (loss) | 108 | (29) | |||
Depreciation and amortization | 6 | 42 | 35 | 127 | |
Capital expenditures | 0 | 0 | |||
Investments | 0 | 0 | 0 | ||
Assets | 54,880 | 54,880 | 42,046 | ||
Telecommunications [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | |||||
Operating income (loss) | 181 | 806 | |||
Non-operating Corporate [Member] | |||||
Operating income (loss) | (7,127) | (22,224) | |||
Investments | 4,552 | 4,552 | 5,604 | ||
Assets | $ 18,009 | $ 18,009 | $ 24,160 | ||
Non-operating Corporate [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | |||||
Operating income (loss) | $ (7,022) | $ (23,899) |
Note 12 - Reportable Segments_3
Note 12 - Reportable Segments - Reconciliation of Segment Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Loss from operations | $ (6,361) | $ (24,460) | ||||||
Interest expense | 1,489 | 4,515 | ||||||
Loss on impairment | (56) | (114) | $ 0 | |||||
Other income (expense), net | 848 | 1,876 | ||||||
Foreign exchange gain (loss) | 116 | (53) | ||||||
Income (loss) before income taxes | (6,210) | $ 16,173 | (23,916) | (12,341) | ||||
Income tax (expense) benefit | 741 | (8) | 1,093 | (1,336) | ||||
Net income (loss) | (6,951) | $ (8,846) | $ (9,212) | 14,407 | $ (19,642) | $ (13,141) | (25,009) | (11,005) |
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | ||||||||
Loss from operations | (7,993) | (27,387) | ||||||
Interest expense | 1,015 | 9,939 | ||||||
Loss on impairment | 0 | 0 | ||||||
Other income (expense), net | (3,289) | (2,255) | ||||||
Foreign exchange gain (loss) | 1 | (86) | ||||||
Income (loss) before income taxes | 16,173 | (12,341) | ||||||
Income tax (expense) benefit | (8) | (1,336) | ||||||
Net income (loss) | 16,181 | (11,005) | ||||||
Operating Segments [Member] | ||||||||
Loss from operations | (6,361) | (24,460) | ||||||
Income (loss) from investments, net | 675 | 1,637 | ||||||
Change in fair value of derivative liabilities | 57 | 1,713 | ||||||
Interest expense | (1,489) | (4,515) | ||||||
Loss on impairment | (56) | (114) | ||||||
Other income (expense), net | 848 | 1,876 | ||||||
Foreign exchange gain (loss) | 116 | (53) | ||||||
Total other expenses | 151 | 544 | ||||||
Income (loss) before income taxes | (6,210) | (23,916) | ||||||
Income tax (expense) benefit | (741) | (1,093) | ||||||
Net income (loss) | $ (6,951) | $ (25,009) | ||||||
Operating Segments [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | ||||||||
Loss from operations | (7,993) | (27,387) | ||||||
Income (loss) from investments, net | (200) | (1,343) | ||||||
Change in fair value of derivative liabilities | 28,669 | 28,669 | ||||||
Interest expense | (1,015) | (9,939) | ||||||
Loss on impairment | 0 | 0 | ||||||
Other income (expense), net | (3,289) | (2,255) | ||||||
Foreign exchange gain (loss) | 1 | (86) | ||||||
Total other expenses | 24,166 | 15,046 | ||||||
Income (loss) before income taxes | 16,173 | (12,341) | ||||||
Income tax (expense) benefit | 8 | 1,336 | ||||||
Net income (loss) | $ 16,181 | $ (11,005) |
Note 13 - Stockholders' Equit_2
Note 13 - Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||
Apr. 20, 2022 | Feb. 25, 2022 | Dec. 17, 2021 | Jan. 15, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 08, 2020 | |
Preferred Stock, Shares Authorized (in shares) | 20,000,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | ||||||||||||
Warrants and Rights Outstanding | $ 11,800 | $ 11,800 | |||||||||||
Derivative Liability | 40,443 | 40,443 | $ 2 | $ 59 | $ 6,521 | $ 11,774 | $ 0 | ||||||
Derivative Deemed Dividend | 32,800 | 32,800 | |||||||||||
Percentage of Issuance of Indebtedness, Maximum | 25% | ||||||||||||
Mezzanine Equity, Preferred Stock Value | $ 19,458 | $ 16,572 | |||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 1,428,575 | ||||||||||||
Sale of Shares and Warrants, Purchase Price (in dollars per share) | $ 10 | ||||||||||||
Private Placement [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 8,700,000 | ||||||||||||
Stock Issued, Maximum Aggregate Amount Allowed | $ 2,500 | ||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 0.25 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,200 | $ 4,696 | |||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 1,428,575 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 0 | ||||||||||||
May 2020 Warrants [Member] | |||||||||||||
Warrants and Rights Outstanding | $ 11,800 | $ 11,800 | |||||||||||
May 2020 Warrants [Member] | Common Stock [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,400,000 | 4,400,000 | |||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,000,000 | ||||||||||||
Warrants and Rights Outstanding, Term (Year) | 3 years | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 8.5 | ||||||||||||
Conversion of Convertible Notes to Series D Preferred Stock [Member] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 12,500 | ||||||||||||
Debt Instrument, Unamortized Discount | $ 4,300 | $ 4,300 | |||||||||||
Series D Preferred Stock [Member] | |||||||||||||
Preferred Stock, Shares Issued (in shares) | 1,177,023 | 1,177,023 | 1,177,023 | 1,177,023 | |||||||||
Stock Issued During Period, Value, New Issues | $ 12,499 | ||||||||||||
Preferred Stock, Shares Outstanding (in shares) | 1,177,023 | 1,177,023 | |||||||||||
Series D Preferred Stock [Member] | Common Stock [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 0 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 0 | ||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||
Preferred Stock, Shares Issued (in shares) | 1,177,023 | 1,177,023 | |||||||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ 0.4248 | ||||||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ 10.6191 | ||||||||||||
Preferred Stock, Shares Outstanding (in shares) | 1,177,023 | 1,177,023 | |||||||||||
Series D Convertible Preferred Stock [Member] | Quarterly Dividends [Member] | |||||||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ 0.23893 | ||||||||||||
Preferred Stock, Dividend Rate, Percentage | 2.25% | ||||||||||||
Series E Preferred Stock [Member] | |||||||||||||
Preferred Stock, Shares Issued (in shares) | 3,200,000 | ||||||||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ 0.5 | $ 0.5 | |||||||||||
Preferred Stock, Shares Outstanding (in shares) | 0 | ||||||||||||
Series E Preferred Stock [Member] | May 2020 Warrants [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 3,200,000 | 3,200,000 | |||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 12,050 | ||||||||||||
Temporary Equity, Shares Issued (in shares) | 6,226,370 | 6,226,370 | |||||||||||
Mezzanine Equity, Preferred Stock Value | $ 19,458 | $ 16,572 | |||||||||||
Temporary Equity, Shares Outstanding (in shares) | 6,226,370 | 6,226,370 | |||||||||||
Series C Preferred Stock [Member] | Arena Investors LP [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,370,370 | ||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 2,370,370 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 7,400 | ||||||||||||
Stock Issued, Aggregate Purchase Price | $ 6,700 | ||||||||||||
Series C Preferred Stock [Member] | Island Capital [Member] | |||||||||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ 3.125 | ||||||||||||
Preferred Stock, Dividend Rate, Percentage | 6% | ||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 3,856,000 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 12,100 | ||||||||||||
Stock Issued, Aggregate Purchase Price | $ 10,800 | ||||||||||||
Temporary Equity, Shares Issued (in shares) | 6,226,370 | 6,226,370 | |||||||||||
Closing Price, Percentage of Effective Conversion Price | 200% | ||||||||||||
Percentage of Aggregate Stated Value Outstanding | 100% | ||||||||||||
Percentage of Internal Rate of Return | 20% | ||||||||||||
Temporary Equity, Shares Outstanding (in shares) | 6,226,370 | 6,226,370 | |||||||||||
Series C Preferred Stock [Member] | Common Stock [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 0 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 0 |
Note 13 - Stockholders' Equit_3
Note 13 - Stockholders' Equity - Warrant Activity (Details) - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants outstanding at January 1, 2022 (in shares) | 17,902 | 24,085 | |
Issued, warrants (in shares) | 0 | 2,000 | |
Exercised, warrants (in shares) | (7,600) | (8,183) | |
Expired, warrants (in shares) | 0 | 0 | |
Warrants exercisable (in shares) | 10,302 | 17,902 | |
Warrants outstanding at December 31, 2022 (in shares) | 10,302 | 17,902 | |
Weighted Average [Member] | |||
Warrants outstanding, exercise price (in dollars per share) | $ 2.56 | $ 1.74 | |
Warrants outstanding, term (Year) | 2 years 1 month 6 days | 1 year 9 months 18 days | 3 years |
Issued, exercise price (in dollars per share) | $ 0 | $ 8.5 | |
Issued, term (Year) | 2 years 9 months 18 days | ||
Exercised, exercise price (in dollars per share) | 0.5 | $ (1.59) | |
Expired, exercise price (in dollars per share) | 0 | 0 | |
Warrants exercisable, exercise price (in dollars per share) | $ 4.08 | $ 2.56 | |
Warrants exercisable, term (Year) | 2 years 1 month 6 days | 1 year 9 months 18 days | |
Warrants outstanding, exercise price (in dollars per share) | $ 4.08 | $ 2.56 |
Note 14 - Stock-based Compens_3
Note 14 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jan. 11, 2021 | Nov. 01, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 7,480 | |||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 1.04 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0.53 | $ 0.62 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0 | $ 700 | $ 100 | $ 700 | ||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 22,900 | $ 22,900 | ||||
Non Qualified Stock Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 10,500 | |||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.55 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0.51 | |||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 6 months | |||||
Two Thousand Twenty Omnibus Equity Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 75,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 35,800 | 35,800 | ||||
Two Thousand Twenty Omnibus Equity Incentive Plan [Member] | Minimum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||
Two Thousand Twenty Omnibus Equity Incentive Plan [Member] | Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 4 years |
Note 14 - Stock-based Compens_4
Note 14 - Stock-based Compensation - Summary of Stock Options (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Options outstanding at December 31, 2022 (in shares) | shares | 49,576 |
Options outstanding at December 31, 2022 (in dollars per share) | $ / shares | $ 2.07 |
Options granted (in shares) | shares | 7,480 |
Options granted (in dollars per share) | $ / shares | $ 1.04 |
Options exercised (in shares) | shares | (75) |
Options exercised (in dollars per share) | $ / shares | $ 0.55 |
Options cancelled (in shares) | shares | (8,553) |
Options cancelled (in dollars per share) | $ / shares | $ 2.85 |
Options outstanding at September 30, 2023 (in shares) | shares | 48,428 |
Options outstanding at September 30, 2023 (in dollars per share) | $ / shares | $ 1.77 |
Options outstanding at September 30, 2023 | $ | $ 122 |
Options outstanding at September 30, 2023 (Year) | 4 years 9 months 14 days |
Options exercisable at September 30, 2023 (in shares) | shares | 26,943 |
Options exercisable at September 30, 2023 (in dollars per share) | $ / shares | $ 1.6 |
Options exercisable at September 30, 2023 | $ | $ 92 |
Options exercisable at September 30, 2023 (Year) | 3 years 11 months 19 days |
Vested and expected to vest at September 30, 2023 (in shares) | shares | 48,428 |
Vested and expected to vest at September 30, 2023 (in dollars per share) | $ / shares | $ 1.77 |
Vested and expected to vest at September 30, 2023 | $ | $ 122 |
Vested and expected to vest at September 30, 2023 (Year) | 4 years 9 months 14 days |
Note 14 - Stock-based Compens_5
Note 14 - Stock-based Compensation - Assumptions of BSM Valuation (Details) - Weighted Average [Member] | 9 Months Ended | |
Sep. 30, 2023 | ||
Weighted risk-free interest rate 1 | 3.50% | [1] |
Weighted-average volatility 2 | 59% | [2] |
Weighted expected dividend yield 3 | 0% | [3] |
Weighted expected term (in years) 4 (Year) | 5 years 8 months 12 days | [4] |
[1]Risk-free interest rate - Determined based on the U.S. Treasury yield in effect at the time of the grant for zero-coupon U.S. Treasury notes with remaining terms similar to the expected term of the options.[2]Expected volatility - Determined based on a blend of the Company’s historic stock price volatility and the historic volatility of a peer group of publicly traded companies.[3]Expected dividend yield - Determined to be zero as the Company has not and does not currently plan to issue dividends.[4]Expected term - Determined using the “simplified method” for estimating the expected option life, which is the midpoint of the weighted-average vesting period and contractual term of the option. |
Note 14 - Stock-based Compens_6
Note 14 - Stock-based Compensation - Summary of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
RSUs outstanding (in shares) | shares | 405 |
RSUs outstanding, weighted average grant date fair value (in dollars per share) | $ / shares | $ 2.26 |
RSUs granted (in shares) | shares | 40 |
RSUs granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0.92 |
RSUs released (in shares) | shares | (76) |
RSUs released, weighted average grant date fair value (in dollars per share) | $ / shares | $ 2.27 |
RSUs forfeited (in shares) | shares | (100) |
RSUs forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | $ 2.22 |
RSUs outstanding (in shares) | shares | 269 |
RSUs outstanding, weighted average grant date fair value (in dollars per share) | $ / shares | $ 2.07 |
Weighted average remaining recognition period in years (Year) | 2 years 10 months 24 days |
Unamortized stock-based compensation expense | $ | $ 540 |
Note 14 - Stock-based Compens_7
Note 14 - Stock-based Compensation - Non-cash Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Allocated share-based payment expense | $ 4,583 | $ 5,867 | $ 15,449 | $ 20,514 |
Income tax benefit (1) | 425 | 0 | 574 | 1,735 |
After-tax stock-based compensation expense | 4,158 | 5,867 | 14,875 | 18,779 |
Cost of Sales [Member] | ||||
Allocated share-based payment expense | 228 | 506 | 961 | 2,014 |
General and Administrative Expense [Member] | ||||
Allocated share-based payment expense | 845 | 1,775 | 3,956 | 7,344 |
Salaries and Related Benefits [Member] | ||||
Allocated share-based payment expense | $ 3,510 | $ 3,586 | $ 10,532 | $ 11,156 |
Note 15 - Commitments, Contin_2
Note 15 - Commitments, Contingencies and Concentration Risk (Details Textual) - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounts Receivable [Member] | One Customer [Member] | |||||
Concentration Risk Number of Major Customers | 1 | 1 | |||
Concentration Risk, Percentage | 10% | ||||
Accounts Receivable [Member] | Three Customers [Member] | |||||
Concentration Risk Number of Major Customers | 3 | ||||
Concentration Risk, Percentage | 10% | ||||
Aggregate Accounted Credit Risk Percentage One | 46% | ||||
Revenue Benchmark [Member] | One Customer [Member] | |||||
Concentration Risk Number of Major Customers | 1 | 1 | |||
Concentration Risk, Percentage | 10% | ||||
Aggregate Accounted Credit Risk Percentage One | 14% | ||||
Revenue Benchmark [Member] | Two Customers [Member] | |||||
Concentration Risk Number of Major Customers | 2 | 2 | 2 | 2 | |
Concentration Risk, Percentage | 10% | 10% | |||
Aggregate Accounted Credit Risk Percentage One | 35% | 32% | 29% |
Note 16 - Income Taxes - Provis
Note 16 - Income Taxes - Provision for Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income (loss) before income taxes | $ (6,210) | $ 16,173 | $ (23,916) | $ (12,341) |
Income tax benefit (expense) | $ (741) | $ 8 | $ (1,093) | $ 1,336 |
Effective tax rate | (11.90%) | (0.00%) | (4.60%) | 10.80% |
Note 17 - Net Income (Loss) P_3
Note 17 - Net Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive securities (in shares) | 101,235 | 25,122 | 102,920 | 117,824 |
Convertible Notes Payable [Member] | ||||
Antidilutive securities (in shares) | 0 | 0 | 0 | 33,250 |
Preferred Stocks [Member] | ||||
Antidilutive securities (in shares) | 38,852 | 0 | 37,856 | 16,951 |
Equity Option [Member] | ||||
Antidilutive securities (in shares) | 51,755 | 25,122 | 51,478 | 48,906 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive securities (in shares) | 325 | 0 | 368 | 154 |
Contingently Issuable Shares [Member] | ||||
Antidilutive securities (in shares) | 0 | 0 | 493 | 1,685 |
Warrants [Member] | ||||
Antidilutive securities (in shares) | 10,303 | 0 | 12,725 | 16,878 |