Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001356093 | |
Entity Registrant Name | CREATIVE REALITIES, INC. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-33169 | |
Entity Incorporation, State or Country Code | MN | |
Entity Tax Identification Number | 41-1967918 | |
Entity Address, Address Line One | 13100 Magisterial Drive, Suite 100 | |
Entity Address, City or Town | Louisville | |
Entity Address, State or Province | KY | |
Entity Address, Postal Zip Code | 40223 | |
City Area Code | 502 | |
Local Phone Number | 791-8800 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,409,027 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase Common Stock | |
Trading Symbol | CREXW | |
Security Exchange Name | NASDAQ | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | CREX | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 3,905 | $ 1,633 |
Accounts receivable, net | 6,849 | 8,263 |
Work-in-process and inventories, net | 1,479 | 2,267 |
Prepaid expenses and other current assets | 804 | 1,819 |
Total current assets | 13,037 | 13,982 |
Property and equipment, net | 245 | 201 |
Operating lease right-of-use assets | 1,504 | 1,584 |
Intangibles, net | 23,819 | 23,752 |
Goodwill | 26,453 | 26,453 |
Other assets | 44 | 43 |
TOTAL ASSETS | 65,102 | 66,015 |
CURRENT LIABILITIES | ||
Accounts payable | 3,087 | 3,757 |
Accrued expenses | 3,726 | 3,828 |
Deferred revenues | 3,605 | 1,223 |
Customer deposits | 785 | 2,478 |
Current maturities of operating leases | 712 | 711 |
Total current liabilities | 16,859 | 16,496 |
Long-term Secured Promissory Note | 0 | 208 |
Long-term obligations under operating leases | 792 | 873 |
Contingent acquisition consideration, at fair value | 9,865 | 9,789 |
Other liabilities | 80 | 205 |
TOTAL LIABILITIES | 40,020 | 40,436 |
SHAREHOLDERS’ EQUITY | ||
Common stock, $0.01 par value, 66,666 shares authorized; 7,394 and 7,266 shares issued and outstanding, respectively | 74 | 72 |
Additional paid-in capital | 76,417 | 75,916 |
Accumulated deficit | (51,409) | (50,409) |
Total shareholders’ equity | 25,082 | 25,579 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 65,102 | 66,015 |
Seller Note [Member] | ||
CURRENT LIABILITIES | ||
Short-term portion of Secured Promissory Note | 1,146 | 1,248 |
Consolidated Term Loan [Member] | Related Party [Member] | ||
CURRENT LIABILITIES | ||
Short-term related party Loan | 2,048 | 1,251 |
Long-term debt | 3,736 | 4,349 |
Term Loan 2022 [Member] | Related Party [Member] | ||
CURRENT LIABILITIES | ||
Short-term related party Loan | 1,750 | 2,000 |
Acquisition Term Loan [Member] | Related Party [Member] | ||
CURRENT LIABILITIES | ||
Long-term debt | $ 8,688 | $ 8,516 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 66,666,000 | 66,666,000 |
Common stock, shares issued (in shares) | 7,394,000 | 7,266,000 |
Common stock, shares outstanding (in shares) | 7,394,000 | 7,266,000 |
Related Party [Member] | Consolidated Term Loan [Member] | ||
Loans payable, discount, current | $ 747 | $ 745 |
Loans payable, discount, noncurrent | 654 | 840 |
Related Party [Member] | Acquisition Term Loan [Member] | ||
Loans payable, discount, noncurrent | $ 1,312 | $ 1,484 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Sales | ||
Total sales | $ 9,944 | $ 10,757 |
Cost of sales | ||
Total cost of sales | 4,855 | 6,865 |
Gross profit | 5,089 | 3,892 |
Operating expenses: | ||
Sales and marketing expenses | 1,136 | 707 |
Research and development expenses | 366 | 241 |
General and administrative expenses | 2,898 | 2,860 |
Depreciation and amortization expense | 779 | 707 |
Deal and transaction expenses | 0 | 391 |
Total operating expenses | 5,179 | 4,906 |
Operating loss | (90) | (1,014) |
Other income (expenses): | ||
Interest expense, including amortization of debt discount | (803) | (449) |
Change in fair value of equity guarantee | (76) | 0 |
Loss on extinguishment/settlement of obligations | 0 | (295) |
Other income | 12 | 6 |
Total other income (expense) | (867) | 3,519 |
Net (loss) income before income taxes | (957) | 2,505 |
Provision for income taxes | (43) | (3) |
Net (loss) income | $ (1,000) | $ 2,502 |
Basic (loss) earnings per common share (in dollars per share) | $ (0.14) | $ 0.51 |
Diluted (loss) earnings per common share (in dollars per share) | $ (0.14) | $ 0.51 |
Weighted average shares outstanding - basic (in shares) | 7,351 | 4,873 |
Weighted average shares outstanding - diluted (in shares) | 7,351 | 4,873 |
Warrants in Debt and Equity Offerings to Finance Merger [Member] | ||
Other income (expenses): | ||
Change in fair value of warrant | $ 0 | $ 5,469 |
Purchaser Warrant [Member] | ||
Other income (expenses): | ||
Change in fair value of warrant | (397) | |
Loss on debt waiver consent | 0 | (1,212) |
Hardware [Member] | ||
Sales | ||
Total sales | 4,322 | 6,459 |
Cost of sales | ||
Total cost of sales | 3,206 | 5,382 |
Service and Other [Member] | ||
Sales | ||
Total sales | 5,622 | 4,298 |
Cost of sales | ||
Total cost of sales | $ 1,649 | $ 1,483 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Activities: | ||
Net (loss) income | $ (1,000) | $ 2,502 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||
Depreciation and amortization | 779 | 707 |
Amortization of debt discount | 356 | 181 |
Amortization of stock-based compensation | 298 | 551 |
Employee Retention and other Government Credits | 0 | 16 |
Loss on extinguishment of debt | 0 | 295 |
Amounts accrued | 237 | 116 |
Loss on change in fair value of contingent consideration | 76 | 0 |
Deferred income taxes | 24 | 0 |
Changes to operating assets and liabilities: | ||
Accounts receivable | 1,177 | (3,724) |
Work-in-process and inventories | 788 | 52 |
Prepaid expenses and other current assets | 1,015 | 777 |
Accounts payable | (486) | 2,292 |
Accrued expenses | (45) | 35 |
Deferred revenues | 2,382 | 1,901 |
Customer deposits | (1,693) | (213) |
Other | (40) | (30) |
Net cash provided by operating activities | 3,868 | 1,201 |
Investing activities | ||
Acquisition of business, net of cash acquired | 0 | (17,184) |
Purchases of property and equipment | (31) | (10) |
Capitalization of labor for software development | (1,003) | (775) |
Net cash used in investing activities | (1,034) | (17,969) |
Financing activities | ||
Principal payments on finance leases | (2) | 0 |
Proceeds from sale of common stock in PIPE, net of offering expenses | 0 | 1,814 |
Proceeds from sale & exercise of pre-funded warrants in PIPE, net of offering expenses | 0 | 8,295 |
Proceeds from Acquisition Loan, net of offering expenses | 0 | 9,868 |
Net cash (used in) provided by financing activities | (562) | 19,873 |
Increase in Cash and Cash Equivalents | 2,272 | 3,105 |
Cash and Cash Equivalents, beginning of period | 1,633 | 2,883 |
Cash and Cash Equivalents, end of period | 3,905 | 5,988 |
Term Loan 2022 [Member] | ||
Financing activities | ||
Repayment of notes payable | (250) | 0 |
Secured Promissory Note [Member] | ||
Financing activities | ||
Repayment of notes payable | (310) | (104) |
Purchaser Warrant [Member] | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||
Loss on debt waiver consent | 0 | 1,212 |
Change in fair value of warrant | 397 | |
Warrants in Debt and Equity Offerings to Finance Merger [Member] | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||
Change in fair value of warrant | $ 0 | $ (5,469) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Share-Based Payment Arrangement, Employee [Member] Common Stock [Member] | Share-Based Payment Arrangement, Employee [Member] Additional Paid-in Capital [Member] | Share-Based Payment Arrangement, Employee [Member] Retained Earnings [Member] | Share-Based Payment Arrangement, Employee [Member] | Director [Member] Common Stock [Member] | Director [Member] Additional Paid-in Capital [Member] | Director [Member] Retained Earnings [Member] | Director [Member] | Vendor [Member] Common Stock [Member] | Vendor [Member] Additional Paid-in Capital [Member] | Vendor [Member] Retained Earnings [Member] | Vendor [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2021 | 4,002,843 | |||||||||||||||
Balance at Dec. 31, 2021 | $ 40 | $ 60,943 | $ (52,254) | $ 8,729 | ||||||||||||
Stock-based compensation (in shares) | 0 | |||||||||||||||
Stock-based compensation | $ 0 | $ 551 | $ 0 | $ 551 | ||||||||||||
Stock-based compensation | $ 0 | 551 | 0 | 551 | ||||||||||||
Shares issued to employees pursuant to the Retention Bonus Plan (in shares) | 833,334 | |||||||||||||||
Shares issued to employees pursuant to the Retention Bonus Plan | $ 8 | 4,992 | 0 | 5,000 | ||||||||||||
Net (loss) income | $ 0 | 0 | 2,502 | 2,502 | ||||||||||||
Shares issued and warrants exercised in private investment in public entity ("PIPE") (in shares) | 2,388,835 | |||||||||||||||
Shares issued and warrants exercised in private investment in public entity ("PIPE") | $ 24 | 2,254 | 0 | 2,278 | ||||||||||||
Warrant repricing events | $ 0 | 31 | (31) | 0 | ||||||||||||
Balance (in shares) at Mar. 31, 2022 | 7,225,012 | |||||||||||||||
Balance at Mar. 31, 2022 | $ 72 | 68,771 | (49,783) | 19,060 | ||||||||||||
Balance (in shares) at Dec. 31, 2022 | 7,266,382 | |||||||||||||||
Balance at Dec. 31, 2022 | $ 72 | 75,916 | (50,409) | 25,579 | ||||||||||||
Stock-based compensation (in shares) | 0 | 51,616 | 13,934 | |||||||||||||
Stock-based compensation | $ 0 | 243 | 0 | 243 | $ 1 | $ 95 | $ 0 | $ 96 | $ 0 | $ 25 | $ 0 | $ 25 | ||||
Stock-based compensation | $ 0 | $ 243 | $ 0 | $ 243 | $ 1 | $ 95 | $ 0 | $ 96 | $ 0 | $ 25 | $ 0 | $ 25 | ||||
Shares issued to employees pursuant to the Retention Bonus Plan (in shares) | 62,475 | |||||||||||||||
Shares issued to employees pursuant to the Retention Bonus Plan | $ 1 | 138 | 0 | 139 | ||||||||||||
Net (loss) income | $ 0 | 0 | (1,000) | (1,000) | ||||||||||||
Balance (in shares) at Mar. 31, 2023 | 7,394,407 | |||||||||||||||
Balance at Mar. 31, 2023 | $ 74 | $ 76,417 | $ (51,409) | $ 25,082 |
Note 1 - Nature of Organization
Note 1 - Nature of Organization and Operations | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1: Unless the context otherwise indicates, references in these Notes to the accompanying Condensed Consolidated Financial Statements to we, us, our and the Company refer to Creative Realities, Inc. and its subsidiaries. Nature of the Company s Business Creative Realities, Inc. is a Minnesota corporation that provides innovative digital marketing technology and solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain international markets. The Company has expertise in a broad range of existing and emerging digital marketing technologies, as well as the related media management and distribution software platforms and networks, device management, product management, customized software service layers, systems, experiences, workflows, and integrated solutions. Our technology and solutions include: digital merchandising systems and omni-channel customer engagement systems, interactive digital shopping assistants, advisors and kiosks, and other interactive marketing technologies such as mobile, social media, point-of-sale transactions, beaconing and web-based media that enable our customers to transform how they engage with consumers. We have expertise in a broad range of existing and emerging digital marketing technologies, as well as the following related aspects of our business: content, network management, and connected device software and firmware platforms; customized software service layers; hardware platforms; digital media workflows; and proprietary processes and automation tools. Our main operations are conducted directly through Creative Realities, Inc., and under our wholly owned subsidiaries Allure Global Solutions, Inc. ("Allure), a Georgia corporation, Creative Realities Canada, Inc., a Canadian corporation, and Reflect Systems, Inc. ("Reflect"), a Delaware corporation. Reverse stock split On March 23, 2023, March 27, 2023, 1 10 As a result of the reverse stock split, effective 12:01 March 27, 2023, three one no No Effective as of the same time as the reverse stock split, the number of shares of common stock available for issuance under the Company's equity compensation plans were reduced in proportion to the reverse stock split. The reverse stock split also resulted in reductions in the number of shares of common stock issuable upon exercising or vesting of equity awards in proportion to the reverse stock split and proportionate increases in exercise price or share-based performance criteria, if any, applicable to such awards. Similarly, the number of shares of common stock issuable upon exercise of outstanding warrants were reduced in proportion to the reverse stock split, and the exercise prices of outstanding warrants were proportionately increased. Liquidity and Financial Condition The accompanying Condensed Consolidated Financial Statements have been prepared on the basis of the realization of assets and the satisfaction of liabilities and commitments in the normal course of business and do not At March 31, 2023, three March 31, 2023, May 31, 2024, no |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 2: A summary of the significant accounting policies consistently applied in the preparation of the accompanying Condensed Consolidated Financial Statements follows: 1. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the applicable instructions to Form 10 10 X December 31, 2022 10 March 30, 2023. The results of operations for the interim periods are not 2. Credit Losses. In June 2016, No. 2016 13, Financial Instruments Credit Losses one No. 2016 13 January 1, 2023. not Debt. In August 2020, No. 2020 06, Debt Debt with Conversion and Other Options (Subtopic 470 20 Contracts in Entity s Own Equity (Subtopic 815 40 s Own Equity (ASU 2020 06 first 2024 not 3. We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers five If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach. The Company estimates the amount of total contract consideration it expects to receive for variable arrangements by determining the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not Revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company does not thirty ninety one not The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not The Company uses the practical expedient for recording an immediate expense for incremental costs of obtaining contracts, including certain design/engineering services, commissions, incentives and payroll taxes, as these incremental and recoverable costs have terms that do not one 4. The allowance for credit losses is the Company's best estimate of the amount of expected lifetime credit losses in the Company's accounts receivable. The Company regularly reviews the adequacy of its allowance for credit losses. The Company estimates losses over the contractual life using assumptions to capture the risk of loss, even if remote, based principally on how long a receivable has been outstanding. Account balances are charged off against the allowance for credit losses after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. Other factors considered include historical write-off experience, current economic conditions, customer credit, and past transaction history with the customer. The allowance for credit losses is included in accounts receivable, net in the accompanying Condensed Consolidated Balance Sheets. The Company had the following activity for its allowance for credit losses from December 31, 2022 March 31, 2023: Balance as of December 31, 2022 $ 984 Amounts accrued 237 Write-offs charged against the allowance (4 ) Balance as of March 31, 2023 $ 1,217 5. Inventories are stated at the lower of cost or net realizable value, determined by the first first March 31, December 31, 2023 2022 Raw materials, net of reserve $ 741 $ 1,671 Work-in-process 738 596 Total inventories $ 1,479 $ 2,267 The reserve for obsolete inventory at March 31, 2023 December 31, 2022 no 6. We review the carrying value of all long-lived assets, including property and equipment, for impairment annually as of September 30 360, Accounting for the Impairment or Disposal of Long-Lived Assets 360, may not If the impairment tests indicate that the carrying value of the asset is greater than the expected undiscounted cash flows to be generated by such asset, an impairment loss would be recognized. The impairment loss is determined as the amount by which the carrying value of such asset exceeds its fair value. We generally measure fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such assets using an appropriate discount rate. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell. Considerable management judgment is necessary to estimate the fair value of assets, and accordingly, actual results could vary significantly from such estimates. 7. Basic and diluted (loss)/earnings per common share for all periods presented is computed using the weighted average number of common shares outstanding. Basic weighted average shares outstanding includes only outstanding common shares. Diluted weighted average shares outstanding includes outstanding common shares and potential dilutive common shares outstanding in accordance with the treasury stock method. Shares reserved for outstanding stock options, including stock options with performance restricted vesting, and warrants totaling approximately 7,339,582 and 6,910,962 at March 31, 2023 2022, 8. Deferred income taxes are recognized in the financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from a number of matters including, but not March 31, 2023 December 31, 2022 9. We follow the provisions of ASC 350, 350, not September 30 Definite-lived intangible assets are amortized straight-line in accordance with their identified useful lives. 10. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our significant estimates include: contingent purchase consideration valuation, allowance for credit losses, valuation allowances related to deferred taxes, the fair value of acquired assets and liabilities, the fair value of liabilities reliant upon the appraised fair value of the Company, valuation of stock-based compensation awards and other assumptions and estimates used to evaluate the recoverability of long-lived assets, goodwill and other intangible assets and the related amortization methods and periods. Actual results could differ from those estimates. 11. Accounting for acquisitions requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may one may 12. The Company has contingent consideration arrangements related to certain acquisitions to potentially pay additional cash amounts in future periods based on the lack of achievement of certain share price performance goals of our common stock. Such contingent consideration arrangements are recorded at fair value and are classified as liabilities on the acquisition date and are remeasured at each reporting period in accordance with ASC 805 30 35 1 |
Note 3 - Recently Issued Accoun
Note 3 - Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | NOTE 3: We measure certain financial assets, including cash equivalents, at fair value on a recurring basis. In accordance with ASC 820 10 30, 820 10 35 three three Level 1 Level 2 1 not Level 3 The calculation of the fair value of the contingent consideration contains inputs which are unobservable and involve management judgment and are considered Level 3 3 The calculation of the weighted average cost of capital and management’s forecast of future financial performance utilized within our discounted cash flow model for the impairment of goodwill contains inputs which are unobservable and involve management judgment and are considered Level 3 The calculation of the fair value of the warrant liability contains valuation inputs which are based on observable inputs (other than Level 1 2 June 30, 2022. |
Note 4 - Revenue Recognition
Note 4 - Revenue Recognition | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | NOTE 4: The Company applies ASC 606 three March 31, 2023 2022 Three Months Three Months Ended Ended March 31, March 31, (in thousands) 2023 2022 Hardware $ 4,322 $ 6,459 Services: Installation Services 947 1,339 Software Development Services 531 191 Managed Services 4,072 2,703 Media Sales 72 65 Total Services 5,622 4,298 Total Hardware and Services $ 9,944 $ 10,757 System hardware sales System hardware revenue is recognized generally upon shipment of the product or customer acceptance depending upon contractual arrangements with the customer in instances in which the sale of hardware is the sole performance obligation. Shipping charges billed to customers are included in hardware sales and the related shipping costs are included in hardware cost of sales. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer. System hardware revenues are classified as “Hardware” within our disaggregated revenue. Installation services The Company performs outsourced installation services for customers and recognizes revenue upon completion of the installations. Installation services also includes engineering services performed as part of an installation project. When system hardware sales include installation services to be performed by the Company, the goods and services in the contract are not Software design and development services Software and software license sales are revenue when a fixed fee order has been received and delivery has occurred to the customer. Revenue is recognized generally upon customer acceptance (point-in-time) of the software product and verification that it meets the required specifications. Software is delivered to customers electronically. Software design and development revenues are classified as “Software Development Services” within our disaggregated revenue. Software as a service Software as a service includes revenue from software licensing and delivery in which software is licensed on a subscription basis and is centrally hosted by the Company. These services often include software updates which provide customers with rights to unspecified software product upgrades and maintenance releases and patches released during the term of the support period. Contracts for these services are generally 12-36 months in length. We account for revenue from these services in accordance with ASC 985 20 15 5 Maintenance and support services The Company sells support services which include access to technical support personnel for software and hardware troubleshooting. The Company offers a hosting service through our network operations center, or NOC, allowing the ability to monitor and support its customers’ networks 7 24 Maintenance and support fees are based on the level of service provided to end customers, which can range from monitoring the health of a customer’s network to supporting a sophisticated web-portal to managing the end-to-end hardware and software of a digital marketing system. These agreements are renewable by the customer. Rates for maintenance and support, including subsequent renewal rates, are typically established based upon a fee per location, per device, or a specified percentage of net software license fees as set forth in the arrangement. These contracts are generally 12 36 The Company also performs time and materials-based maintenance and repair work for customers. Revenue is recognized at a point in time when the performance obligation has been fully satisfied. Media sales Media revenues are derived from selling (i) sponsorship packages, including mobile takeover or physical presence, or (ii) advertising space to customers on digital displays or other outdoor structures, each within physical venues. We generally do not Our media revenue contracts with customers range from four three ninety 90 On a contract-by-contract basis, we evaluate whether we should be considered the principal (i.e., report revenues on a gross basis) or an agent (i.e., report revenues on a net basis). We are considered the principal in our arrangements and report revenues on a gross basis, wherein the amounts billed to customers are recorded as revenues and amounts paid to network owners are recorded as expenses. We are considered the principal because we control the advertising space before and after the contract term, are primarily responsible to our customers, and have discretion in pricing. For revenues generated through the use of a subcontracted advertising agency, commissions are calculated based on a stated percentage of gross advertising revenue and reported in the Consolidated Statement of Operations within Sales and Marketing expenses. |
Note 5 - Business Combination
Note 5 - Business Combination | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 5: On November 12, 2021, February 8, 2022 February 11, 2023, February 17, 2022, Reflect provides digital signage solutions, including software, strategic and media services to a wide range of companies across the retail, financial, hospitality and entertainment, healthcare, and employee communications industries in North America. Reflect offers digital signage platforms, including ReflectView, a platform used by companies to power hundreds of thousands of active digital displays. Through its strategic services, Reflect assists its customers with designing, deploying and optimizing their digital signage networks, and through its media services, Reflect assists customers with monetizing their digital advertising networks. Subject to the terms and conditions of the Merger Agreement, at the Closing, Reflect stockholders as of the effective time of the Merger collectively received from the Company, in the aggregate, the following Merger consideration: (i) $16,166 in cash, (ii) 777,778 shares of common stock of Creative Realities (valued based on an issuance price of $6 per share) (the “CREX Shares”), (iii) the Secured Promissory Note (as described below), and (iv) supplemental cash payments (the “Guaranteed Consideration”), if any, payable on or after February 17, 2025 ( December 31, 2022, December 31, 2022, not December 31, 2022 The Company may six 6 February 17, 2025 August 17, 2025, no February 7, 2025. fifteen 15 February 2, 2025. In connection with the Merger, the Company adopted a Retention Bonus Plan and raised capital to, among other things, pay the cash portion of the Merger consideration. The Retention Bonus Plan is described below. Retention Bonus Plan On February 17, 2022, February 17, 2023 ( one February 17, 2024 ( two one two February 17, 2023 ( one February 17, 2024 ( two one 10 February 17, 2023 two 10 February 17, 2024 Upon the resignation of a participant’s employment for “good reason,” or termination of the employment of a participant without “cause,” each as defined in the Retention Bonus Plan, the participant will be fully vested and will receive all cash and shares allocated to such participant under the Retention Bonus Plan. Any amounts unpaid by reason of a lapse in continuous employment or otherwise will be reallocated among the remaining Retention Bonus Plan participants. Purchase price The preliminary purchase price of Reflect consisted of the following items: (in thousands) Consideration Cash consideration for Reflect stock $ 16,664 (1) Cash consideration for Retention Bonus Plan 1,334 (2) Common stock issued to Reflect stockholders 4,667 (3) Common stock issued to Retention Bonus Plan 333 (4) Secured Promissory Note 2,500 (5) Earnout liability 10,862 (6) Total consideration 36,360 Vendor deposit with the Company (818) (7) Cash acquired (812) (8) Net consideration transferred $ 34,730 ( 1 Cash consideration for outstanding shares of Reflect capital stock per Merger Agreement. ( 2 Cash consideration utilized to fund the Retention Bonus Plan per Merger Agreement. ( 3 Company common stock issued in exchange for outstanding shares of Reflect capital stock per Merger Agreement. ( 4 Company common stock issued to fund the Retention Bonus Plan per Merger Agreement. ( 5 The Secured Promissory Note accrued interest at 0.59% (the applicable federal rate at the time of issuance of the Secured Promissory Note) and required the Company and Reflect to collectively pay equal monthly principal installments of $104 on the fifteenth 15th March 15, 2022. February 11, 2023, one February 17, 2024. ( 6 Represents an estimate of the fair value of the Guaranteed Consideration as of the Merger, which, if any, is payable on or after February 17, 2025 ( ( 7 Prior to the Merger, Reflect had engaged the Company on a project and paid the Company a deposit of $818. These amounts reduced consideration paid by the Company in accordance with ASC 805. ( 8 Represents the Reflect cash balance acquired at Closing. The Company incurred $391 of direct transaction costs related to the Reflect Merger for the three March 31, 2022. The Company accounted for the Merger using the acquisition method of accounting. The final allocation of the purchase price is based on the fair value of assets acquired and liabilities assumed as of February 17, 2022, (in thousands) Total Accounts receivable $ 1,359 Inventory 190 Prepaid expenses & other current assets 666 Property and equipment 96 Operating right of use assets 555 Other assets 36 Identified intangible assets: Definite-lived trade names 960 Definite-lived Developed technology 5,130 Definite-lived Customer relationships 11,040 Definite-lived Noncompete agreements 30 Goodwill 18,935 Accounts payable (104 ) Accrued expenses (483 ) Customer deposits (1,661 ) Deferred revenues (1,259 ) Current maturities of operating leases (277 ) Long-term obligations under operating leases (278 ) Other liabilities (205 ) Net consideration transferred $ 34,730 The Company engaged a third The Company completed its valuation procedures by asset utilizing the following approaches: ● Customer relationship asset was estimated using the income approach through a discounted cash flow analysis wherein the cash flows will be based on estimates used to price the Merger. Discount rates were benchmarked with reference to the implied rate of return from the Company’s pricing model and the weighted average cost of capital. ● Trade name asset represents the Reflect brand name as marketed primarily as a full services digital software solution, marketed in numerous verticals with the exception of food service. The Company applied the income approach through an excess earnings analysis to determine the fair value of the trade name asset. The Company applied the income approach through a relief-from-royalty analysis to determine the fair value of this asset. ● The developed technology assets are primarily comprised of know-how and functionality embedded in Reflect’s proprietary content management applications, which drive currently marketed products and services. The Company applied the income approach through a relief-from-royalty analysis to determine the preliminary fair value of this asset. The Company is amortizing the identifiable intangible assets on a straight-line basis over the weighted average lives ranging from 2 to 10 years as outlined in the table below. The table below sets forth the valuation and amortization period of identifiable intangible assets: (in thousands) Valuation Amortization Period (in years) Identifiable definite-lived intangible assets: Trade names $ 960 5 Developed technology 5,130 10 Noncompete 30 2 Customer relationships 11,040 10 Total $ 17,160 The Company estimated the preliminary fair value of the acquired property and equipment using a combination of the cost and market approaches, depending on the component. The fair value of such property and equipment is $96. The excess of the purchase price over the fair value of the tangible net assets and identifiable intangible assets acquired was recorded as goodwill. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the Merger. These benefits include a comprehensive portfolio of iconic customer brands, complementary product offerings, enhanced national footprint, and attractive synergy opportunities and value creation. None |
Note 6 - Supplemental Cash Flow
Note 6 - Supplemental Cash Flow Statement Information | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | NOTE 6: Three Months Ended March 31, 2023 2022 Supplemental non-cash Investing activities Capitalized software in accounts payable $ 369 $ 611 Property and equipment in accounts payable $ 10 $ - Right-of-use assets obtained in exchange for new finance lease liabilities $ 40 $ - Supplemental disclosure information for cash flow Cash paid during the period for: Interest $ 287 $ 321 Operating leases $ 188 $ 75 Income taxes, net $ 2 $ - |
Note 7 - Intangible Assets Incl
Note 7 - Intangible Assets Including Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 7: Intangible Assets Intangible assets consisted of the following at March 31, 2023 December 31, 2022 March 31, December 31, 2023 2022 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Technology platform $ 9,765 $ 4,546 $ 9,765 $ 4,354 Purchased and developed software 5,044 3,561 4,682 3,375 In-Process internally developed software platform 4,533 - 4,074 - Customer relationships 15,000 3,173 15,000 2,849 Trademarks and trade names 1,600 856 1,600 808 Non-compete 30 17 30 13 35,972 12,153 35,151 11,399 Accumulated amortization 12,153 11,399 Net book value of amortizable intangible assets $ 23,819 $ 23,752 For the three March 31, 2023 2022 Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill is subject to an impairment review at a reporting unit level, on an annual basis at September 30th one The Company assessed the carrying value of goodwill at the reporting unit level based on an estimate of the fair value of its reporting unit. Fair value of the reporting unit was estimated using both ( 1 2 may three not September 30, 2022. At December 31, 2022, December 31, 2022, September 30, not No March 31, 2023. |
Note 8 - Loans Payable
Note 8 - Loans Payable | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 8: The outstanding debt with detachable warrants, as applicable, are shown in the table below. Further discussion of the debt follows. As of March 31, 2023 Issuance Maturity Debt Type Date Principal Date Warrants Interest Rate Information A 2/17/2022 $ 10,000 2/15/2025 833,334 8.0% interest (1) B 2/17/2022 1,146 2/17/2024 - 4.60% interest (2) C 2/17/2022 7,185 2/15/2025 898,165 10.0% interest (3) D 10/31/2022 1,750 9/1/2023 - 12.5% interest (4) Total debt, gross 20,081 1,731,499 Debt discount (2,713 ) Total debt, net $ 17,368 Less current maturities (4,944 ) Long term debt $ 12,424 As of December 31, 2022 Issuance Maturity Debt Type Date Principal Date Warrants Interest Rate Information A 2/17/2022 $ 10,000 2/15/2025 833,334 8.0% interest (1) B 2/17/2022 1,456 2/17/2024 - 0.59% interest (2) C 2/17/2022 7,185 2/15/2025 898,165 10.0% interest (3) D 10/31/2022 2,000 9/1/2023 - 12.5% interest (4) Total debt, gross 20,641 1,731,499 Debt discount (3,069 ) Total debt, net $ 17,572 Less current maturities (4,499 ) Long term debt $ 13,073 A – Acquisition Term Loan with related party B – Secured Promissory Note C – Consolidation Term Loan with related party D – Term Loan ( 2022 ( 1 8.0% cash interest per annum through maturity at February 15, 2025. ( 2 Annual interest rate on the outstanding principal increased from 0.59% to 4.60% per annum effective February 17, 2023 February 17, 2024. February 17, 2023. ( 3 10.0% cash interest per annum through maturity date at February 15, 2025. ( 4 Interest was paid-in-kind through October 2021, Secured Promissory Note On February 17, 2022, The Secured Promissory Note accrued interest at 0.59% per annum (the applicable federal rate on the date of issuance of the Secured Promissory Note) and required the Company and Reflect to collectively pay equal monthly principal installments of $104 on the fifteenth 15th March 15, 2022. February 17, 2023. February 17, 2023 ( one not first On February 11, 2023, one February 17, 2024. Second Amended and Restated Loan and Security Agreement On February 17, 2022, February 17, 2022. The Credit Agreement also provides that the Company’s outstanding loans from Slipstream at December 31, 2021, first March 1, 2022 February 1, 2025, September 1, 2023, first eighteen 470 Debt three March 31, 2022, In addition to refinancing the existing debt with Slipstream, the Company issued to Slipstream a $10,000, 36 February 17, 2025 ( first March 1, 2022 February 1, 2025, No In connection with the Acquisition Term Loan and Consolidation Term Loan warrant coverage, the Company issued to Slipstream a warrant to purchase an aggregate of 1,731,499 shares of Company common stock (the “Lender Warrant”). The Lender Warrant has a five not August 17, 2022. 470 815 Derivatives three March 31, 2023 2022, In certain circumstances, upon a fundamental transaction of the Company (e.g., a disposal or sale of all or the greater part of the assets or undertaking of the Company, an amalgamation or merger with another company, or implementation of a scheme of arrangement), the holder of the Lender Warrant will have the right to require the Company to repurchase the Lender Warrant at its fair value using a Black Scholes option pricing formula; provided that such holder may not not not Effective June 30, 2022, one February 17, 2028. On October 31, 2022, 2022 2022 September 1, 2023. February 1, 2023, 2022 |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 9: On August 2, 2019, October 10, 2019, November 2017 August 2018. March 10, 2023, $733; April 2023. Except as noted above, the Company is not no |
Note 10 - Income Taxes
Note 10 - Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 10: Our deferred tax assets are primarily related to net federal and state operating loss carryforwards (NOLs). We have substantial NOLs that are limited in usage by IRC Section 382. 382 may As of March 31, 2023 March 31, 2023 December 31, 2022 |
Note 11 - Warrants
Note 11 - Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | NOTE 11: A summary of outstanding warrants is included below: Warrants Weighted Weighted Average Average Remaining Exercise Contractual Amount Price Life Balance December 31, 2022 5,824,027 $ 6.56 4.21 Warrants expired (20,577 ) 10.26 - Balance March 31, 2023 5,803,450 $ 6.54 3.97 On February 3, 2022, three March 31, 2022, five not not not March 31, 2022, three March 31, 2022. On February 17, 2022, five not 180 not 1933, five not not not March 31, 2022, three March 31, 2022. On February 17, 2022, not August 17, 2022. five not not not March 31, 2022, three March 31, 2022. Effective June 30, 2022, one February 3, 2028, February 17, 2028 The foregoing amendments to the warrants resulted in such warrants to be accounted for as equity instruments on the Company’s Condensed Consolidated Financial Statements as of June 30, 2022. June 30, 2022. December 31, 2022. |
Note 12 - Stock-based Compensat
Note 12 - Stock-based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 12: A summary of outstanding options is included below: Time Vesting Options Weighted Average Weighted Weighted Remaining Average Average Range of Exercise Number Contractual Exercise Options Exercise Prices between Outstanding Life Price Exercisable Price $4.01 - $8.00 566,673 7.39 $ 7.42 380,560 $ 7.40 $8.01+ 96,125 2.78 25.22 96,125 $ 25.22 662,798 6.72 $ 10.00 476,685 Performance Vesting Options Weighted Average Weighted Weighted Remaining Average Average Range of Exercise Number Contractual Exercise Options Exercise Prices between Outstanding Life Price Exercisable Price $4.01 - $8.00 240,000 7.18 $ 7.59 240,000 $ 7.59 240,000 7.18 $ 7.59 240,000 Market Vesting Options Weighted Average Weighted Weighted Remaining Average Average Range of Exercise Number Contractual Exercise Options Exercise Prices between Outstanding Life Price Exercisable Price $0.01 - $4.00 633,334 1.89 $ 3.00 - $ - 633,334 1.89 $ 3.00 - Performance Vesting Market Vesting Options Time Vesting Options Options Weighted Weighted Weighted Average Average Average Options Exercise Options Exercise Options Exercise Date/Activity Outstanding Price Outstanding Price Outstanding Price Balance, December 31, 2022 633,334 3.00 662,910 $ 10.02 240,000 $ 7.59 Forfeited or expired - - (112 ) 162.00 - - Balance, March 31, 2023 633,334 3.00 662,798 10.00 240,000 $ 7.59 The weighted average remaining contractual life for options exercisable is 6.7 years as of March 31, 2023 Valuation Information for Stock-Based Compensation For purposes of determining estimated fair value under FASB ASC 718 10, Stock Compensation Amendment to Performance Options On June 1, 2020, ten three 2020 2022 2020, 2021 2022, one third may not may On June 15, 2022, 2022 2020 2021 2022 The Performance Options state that the calculation of EBITDA set forth in the Performance Options shall be calculated in a form consistent with the Company’s 2022 (i) excludes any impact on EBITDA of: (a) the accounting treatment (including any “mark-to-market accounting”) of the Company’s warrants or the Guaranteed Consideration (as defined in the Merger Agreement), (b) non-recurring transaction expenses associated with the Merger and the capital raising financing activities of the Company to effectuate the Merger, and (c) any write-down or write-off of any Company inventory of Safe Space Solutions products. (ii) includes deductions related to any cash or stock bonuses paid or payable to any employees of the Company for services provided in calendar year 2022 2022 2022 The unvested portion of the Performance Options as of December 31, 2022 March 30, 2023 December 31, 2022. The exercise price of the foregoing options is $7.59 per share, the closing price of the Company’s common stock on the date of issuance (as adjusted by the Company's 1 March 2023). 2014 Issuance of New Options On June 15, 2022, ten February 17, 2025 10 Share Price Target Guaranteed Total Executive $6.00 $9.00 $12.00 $15.00 $18.00 Price Shares Mills Shares Vested 16,667 33,334 50,000 66,667 83,333 83,333 333,334 Logan Shares Vested 10,000 20,000 30,000 40,000 50,000 50,000 200,000 Percentage of Shares Vested 5 % 10 % 15 % 20 % 25 % 25 % The “Guaranteed Price” has the meaning ascribed to such term in the Merger Agreement, which currently means $19.20 per share. The exercise price of the New Options is $3.00 per share, which exceeded the closing price of the Company’s common stock on the date of issuance (as adjusted by the Company's 1 3 March 2023). 2014 The fair value of the options on the grant date varied between $0.63 and $1.11 per award as determined using the Monte Carlo model. These values were calculated using the following weighted average assumptions: Risk-free interest rate 3.30 % Expected term (in years) 2.68 Expected price volatility 123.53 % Dividend yield 0 % At March 31, 2023, third three March 31, 2023 not February 2025. Stock Compensation Expense Information ASC 718 10, Stock Compensation 2006 573,334 2006 2006 In October 2014, 2014 August 2018, 2014 1 2014 July 10, 2020, 2014 1 2014 2014 Employee Awards Compensation expense recognized for the issuance of stock options to employees for the three March 31, 2023 2022 At March 31, 2023 Non-Employee Awards Compensation expense recognized for the issuance of stock options, including those options awarded to our Board of Directors, for the three March 31, 2023 2022 March 31, 2023, The Company engages certain consultants to perform services in exchange for Company common stock. Shares issued for services were calculated based on the ten 10 ten 10 During the three March 31, 2023 2022, |
Note 13 - Significant Customers
Note 13 - Significant Customers/Vendors | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | NOTE 13: Significant Customers We had two customers that in the aggregate accounted for 39.7% of accounts receivable at March 31, 2023 December 31, 2022 We had two customers that in the aggregate accounted for 44.5% of revenue for the three March 31, 2023 three March 31, 2022. Significant Vendors We had two vendors that in the aggregate accounted for 45.6% of outstanding accounts payable at March 31, 2023 December 31, 2022 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 1. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the applicable instructions to Form 10 10 X December 31, 2022 10 March 30, 2023. The results of operations for the interim periods are not |
New Accounting Pronouncements, Policy [Policy Text Block] | 2. Credit Losses. In June 2016, No. 2016 13, Financial Instruments Credit Losses one No. 2016 13 January 1, 2023. not Debt. In August 2020, No. 2020 06, Debt Debt with Conversion and Other Options (Subtopic 470 20 Contracts in Entity s Own Equity (Subtopic 815 40 s Own Equity (ASU 2020 06 first 2024 not |
Revenue from Contract with Customer [Policy Text Block] | 3. We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers five If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach. The Company estimates the amount of total contract consideration it expects to receive for variable arrangements by determining the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not Revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company does not thirty ninety one not The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not The Company uses the practical expedient for recording an immediate expense for incremental costs of obtaining contracts, including certain design/engineering services, commissions, incentives and payroll taxes, as these incremental and recoverable costs have terms that do not one |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | 4. The allowance for credit losses is the Company's best estimate of the amount of expected lifetime credit losses in the Company's accounts receivable. The Company regularly reviews the adequacy of its allowance for credit losses. The Company estimates losses over the contractual life using assumptions to capture the risk of loss, even if remote, based principally on how long a receivable has been outstanding. Account balances are charged off against the allowance for credit losses after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. Other factors considered include historical write-off experience, current economic conditions, customer credit, and past transaction history with the customer. The allowance for credit losses is included in accounts receivable, net in the accompanying Condensed Consolidated Balance Sheets. The Company had the following activity for its allowance for credit losses from December 31, 2022 March 31, 2023: Balance as of December 31, 2022 $ 984 Amounts accrued 237 Write-offs charged against the allowance (4 ) Balance as of March 31, 2023 $ 1,217 |
Inventory, Policy [Policy Text Block] | 5. Inventories are stated at the lower of cost or net realizable value, determined by the first first March 31, December 31, 2023 2022 Raw materials, net of reserve $ 741 $ 1,671 Work-in-process 738 596 Total inventories $ 1,479 $ 2,267 The reserve for obsolete inventory at March 31, 2023 December 31, 2022 no |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | 6. We review the carrying value of all long-lived assets, including property and equipment, for impairment annually as of September 30 360, Accounting for the Impairment or Disposal of Long-Lived Assets 360, may not If the impairment tests indicate that the carrying value of the asset is greater than the expected undiscounted cash flows to be generated by such asset, an impairment loss would be recognized. The impairment loss is determined as the amount by which the carrying value of such asset exceeds its fair value. We generally measure fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such assets using an appropriate discount rate. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell. Considerable management judgment is necessary to estimate the fair value of assets, and accordingly, actual results could vary significantly from such estimates. |
Earnings Per Share, Policy [Policy Text Block] | 7. Basic and diluted (loss)/earnings per common share for all periods presented is computed using the weighted average number of common shares outstanding. Basic weighted average shares outstanding includes only outstanding common shares. Diluted weighted average shares outstanding includes outstanding common shares and potential dilutive common shares outstanding in accordance with the treasury stock method. Shares reserved for outstanding stock options, including stock options with performance restricted vesting, and warrants totaling approximately 7,339,582 and 6,910,962 at March 31, 2023 2022, |
Income Tax, Policy [Policy Text Block] | 8. Deferred income taxes are recognized in the financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from a number of matters including, but not March 31, 2023 December 31, 2022 |
Goodwill and Intangible Assets, Policy [Policy Text Block] | 9. We follow the provisions of ASC 350, 350, not September 30 Definite-lived intangible assets are amortized straight-line in accordance with their identified useful lives. |
Use of Estimates, Policy [Policy Text Block] | 10. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our significant estimates include: contingent purchase consideration valuation, allowance for credit losses, valuation allowances related to deferred taxes, the fair value of acquired assets and liabilities, the fair value of liabilities reliant upon the appraised fair value of the Company, valuation of stock-based compensation awards and other assumptions and estimates used to evaluate the recoverability of long-lived assets, goodwill and other intangible assets and the related amortization methods and periods. Actual results could differ from those estimates. |
Business Combinations Policy [Policy Text Block] | 11. Accounting for acquisitions requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may one may 12. The Company has contingent consideration arrangements related to certain acquisitions to potentially pay additional cash amounts in future periods based on the lack of achievement of certain share price performance goals of our common stock. Such contingent consideration arrangements are recorded at fair value and are classified as liabilities on the acquisition date and are remeasured at each reporting period in accordance with ASC 805 30 35 1 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Balance as of December 31, 2022 $ 984 Amounts accrued 237 Write-offs charged against the allowance (4 ) Balance as of March 31, 2023 $ 1,217 |
Schedule of Inventory, Current [Table Text Block] | March 31, December 31, 2023 2022 Raw materials, net of reserve $ 741 $ 1,671 Work-in-process 738 596 Total inventories $ 1,479 $ 2,267 |
Note 4 - Revenue Recognition (T
Note 4 - Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Three Months Ended Ended March 31, March 31, (in thousands) 2023 2022 Hardware $ 4,322 $ 6,459 Services: Installation Services 947 1,339 Software Development Services 531 191 Managed Services 4,072 2,703 Media Sales 72 65 Total Services 5,622 4,298 Total Hardware and Services $ 9,944 $ 10,757 |
Note 5 - Business Combination (
Note 5 - Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | (in thousands) Consideration Cash consideration for Reflect stock $ 16,664 (1) Cash consideration for Retention Bonus Plan 1,334 (2) Common stock issued to Reflect stockholders 4,667 (3) Common stock issued to Retention Bonus Plan 333 (4) Secured Promissory Note 2,500 (5) Earnout liability 10,862 (6) Total consideration 36,360 Vendor deposit with the Company (818) (7) Cash acquired (812) (8) Net consideration transferred $ 34,730 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | (in thousands) Total Accounts receivable $ 1,359 Inventory 190 Prepaid expenses & other current assets 666 Property and equipment 96 Operating right of use assets 555 Other assets 36 Identified intangible assets: Definite-lived trade names 960 Definite-lived Developed technology 5,130 Definite-lived Customer relationships 11,040 Definite-lived Noncompete agreements 30 Goodwill 18,935 Accounts payable (104 ) Accrued expenses (483 ) Customer deposits (1,661 ) Deferred revenues (1,259 ) Current maturities of operating leases (277 ) Long-term obligations under operating leases (278 ) Other liabilities (205 ) Net consideration transferred $ 34,730 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | (in thousands) Valuation Amortization Period (in years) Identifiable definite-lived intangible assets: Trade names $ 960 5 Developed technology 5,130 10 Noncompete 30 2 Customer relationships 11,040 10 Total $ 17,160 |
Note 6 - Supplemental Cash Fl_2
Note 6 - Supplemental Cash Flow Statement Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Three Months Ended March 31, 2023 2022 Supplemental non-cash Investing activities Capitalized software in accounts payable $ 369 $ 611 Property and equipment in accounts payable $ 10 $ - Right-of-use assets obtained in exchange for new finance lease liabilities $ 40 $ - Supplemental disclosure information for cash flow Cash paid during the period for: Interest $ 287 $ 321 Operating leases $ 188 $ 75 Income taxes, net $ 2 $ - |
Note 7 - Intangible Assets In_2
Note 7 - Intangible Assets Including Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | March 31, December 31, 2023 2022 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Technology platform $ 9,765 $ 4,546 $ 9,765 $ 4,354 Purchased and developed software 5,044 3,561 4,682 3,375 In-Process internally developed software platform 4,533 - 4,074 - Customer relationships 15,000 3,173 15,000 2,849 Trademarks and trade names 1,600 856 1,600 808 Non-compete 30 17 30 13 35,972 12,153 35,151 11,399 Accumulated amortization 12,153 11,399 Net book value of amortizable intangible assets $ 23,819 $ 23,752 |
Note 8 - Loans Payable (Tables)
Note 8 - Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | As of March 31, 2023 Issuance Maturity Debt Type Date Principal Date Warrants Interest Rate Information A 2/17/2022 $ 10,000 2/15/2025 833,334 8.0% interest (1) B 2/17/2022 1,146 2/17/2024 - 4.60% interest (2) C 2/17/2022 7,185 2/15/2025 898,165 10.0% interest (3) D 10/31/2022 1,750 9/1/2023 - 12.5% interest (4) Total debt, gross 20,081 1,731,499 Debt discount (2,713 ) Total debt, net $ 17,368 Less current maturities (4,944 ) Long term debt $ 12,424 As of December 31, 2022 Issuance Maturity Debt Type Date Principal Date Warrants Interest Rate Information A 2/17/2022 $ 10,000 2/15/2025 833,334 8.0% interest (1) B 2/17/2022 1,456 2/17/2024 - 0.59% interest (2) C 2/17/2022 7,185 2/15/2025 898,165 10.0% interest (3) D 10/31/2022 2,000 9/1/2023 - 12.5% interest (4) Total debt, gross 20,641 1,731,499 Debt discount (3,069 ) Total debt, net $ 17,572 Less current maturities (4,499 ) Long term debt $ 13,073 |
Note 11 - Warrants (Tables)
Note 11 - Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Warrants Weighted Weighted Average Average Remaining Exercise Contractual Amount Price Life Balance December 31, 2022 5,824,027 $ 6.56 4.21 Warrants expired (20,577 ) 10.26 - Balance March 31, 2023 5,803,450 $ 6.54 3.97 |
Note 12 - Stock-based Compens_2
Note 12 - Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | Time Vesting Options Weighted Average Weighted Weighted Remaining Average Average Range of Exercise Number Contractual Exercise Options Exercise Prices between Outstanding Life Price Exercisable Price $4.01 - $8.00 566,673 7.39 $ 7.42 380,560 $ 7.40 $8.01+ 96,125 2.78 25.22 96,125 $ 25.22 662,798 6.72 $ 10.00 476,685 Performance Vesting Options Weighted Average Weighted Weighted Remaining Average Average Range of Exercise Number Contractual Exercise Options Exercise Prices between Outstanding Life Price Exercisable Price $4.01 - $8.00 240,000 7.18 $ 7.59 240,000 $ 7.59 240,000 7.18 $ 7.59 240,000 Market Vesting Options Weighted Average Weighted Weighted Remaining Average Average Range of Exercise Number Contractual Exercise Options Exercise Prices between Outstanding Life Price Exercisable Price $0.01 - $4.00 633,334 1.89 $ 3.00 - $ - 633,334 1.89 $ 3.00 - |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Performance Vesting Market Vesting Options Time Vesting Options Options Weighted Weighted Weighted Average Average Average Options Exercise Options Exercise Options Exercise Date/Activity Outstanding Price Outstanding Price Outstanding Price Balance, December 31, 2022 633,334 3.00 662,910 $ 10.02 240,000 $ 7.59 Forfeited or expired - - (112 ) 162.00 - - Balance, March 31, 2023 633,334 3.00 662,798 10.00 240,000 $ 7.59 |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block] | Share Price Target Guaranteed Total Executive $6.00 $9.00 $12.00 $15.00 $18.00 Price Shares Mills Shares Vested 16,667 33,334 50,000 66,667 83,333 83,333 333,334 Logan Shares Vested 10,000 20,000 30,000 40,000 50,000 50,000 200,000 Percentage of Shares Vested 5 % 10 % 15 % 20 % 25 % 25 % |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Risk-free interest rate 3.30 % Expected term (in years) 2.68 Expected price volatility 123.53 % Dividend yield 0 % |
Note 1 - Nature of Organizati_2
Note 1 - Nature of Organization and Operations (Details Textual) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Mar. 27, 2023 $ / shares shares | Jul. 10, 2020 | Mar. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2018 | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Mar. 26, 2023 shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Common Stock, Shares Authorized (in shares) | shares | 66,666,666 | 66,666,000 | 66,666,000 | 200,000,000 | 66,666,000 | |||
Retained Earnings (Accumulated Deficit) | $ (51,409) | $ (51,409) | $ (50,409) | |||||
Working Capital | (3,822) | (3,822) | ||||||
Cash and Cash Equivalents, at Carrying Value | $ 3,905 | 3,905 | $ 1,633 | |||||
Operating Income (Loss) | (90) | $ (1,014) | ||||||
Net Cash Provided by (Used in) Operating Activities | $ 3,868 | $ 1,201 | ||||||
Reverse Stock Split [Member] | ||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 3 | 3 | 3 | 30 | 3 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Inventory Write-down | $ 1,777 | $ 1,777 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 7,339,582 | 6,910,962 | |
Unrecognized Tax Benefits, Ending Balance | $ 0 | 0 | |
Safe Space Solutions [Member] | |||
Inventory Write-down | $ 1,707 | $ 1,707 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Balance as of December 31, 2022 | $ 984 | |
Amounts accrued | 237 | $ 116 |
Write-offs charged against the allowance | (4) | |
Balance as of March 31, 2023 | $ 1,217 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Raw materials, net of reserve | $ 741 | $ 1,671 |
Work-in-process | 738 | 596 |
Total inventories | $ 1,479 | $ 2,267 |
Note 4 - Revenue Recognition (D
Note 4 - Revenue Recognition (Details Textual) | 3 Months Ended |
Mar. 31, 2023 | |
Software Licensing and Delivery [Member] | Minimum [Member] | |
Revenue Recognition, Contract Term (Month) | 12 months |
Software Licensing and Delivery [Member] | Maximum [Member] | |
Revenue Recognition, Contract Term (Month) | 36 months |
Support Service [Member] | Minimum [Member] | |
Revenue Recognition, Contract Term (Month) | 12 months |
Support Service [Member] | Maximum [Member] | |
Revenue Recognition, Contract Term (Month) | 36 months |
Media [Member] | Minimum [Member] | |
Revenue Recognition, Contract Term (Month) | 28 days |
Media [Member] | Maximum [Member] | |
Revenue Recognition, Contract Term (Month) | 3 years |
Note 4 - Revenue Recognition -
Note 4 - Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total sales | $ 9,944 | $ 10,757 |
Hardware [Member] | ||
Total sales | 4,322 | 6,459 |
Installation Services [Member] | ||
Total sales | 947 | 1,339 |
Software Development Services [Member] | ||
Total sales | 531 | 191 |
Managed Services [Member] | ||
Total sales | 4,072 | 2,703 |
Media [Member] | ||
Total sales | 72 | 65 |
Service [Member] | ||
Total sales | $ 5,622 | $ 4,298 |
Note 5 - Business Combination_2
Note 5 - Business Combination (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||||
Feb. 11, 2023 USD ($) | Dec. 31, 2022 $ / shares | Feb. 17, 2022 USD ($) $ / shares shares | Nov. 12, 2021 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Feb. 17, 2022 USD ($) $ / shares | Feb. 17, 2023 $ / shares | ||
Business Combination, Contingent Consideration, Billable Devices Online, Maximum Share Price (in dollars per share) | $ / shares | $ 19.20 | $ 21.60 | ||||||
Business Combination, Contingent Consideration, Billable Devices Online, Reduction in Share Price (in dollars per share) | $ / shares | $ 2.40 | |||||||
Secured Promissory Note [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.60% | 0.59% | 0.59% | |||||
Debt Instrument, Periodic Payment, Principal | $ | $ 104 | $ 104 | ||||||
Reflect Systems, Inc. [Member] | ||||||||
Payments to Acquire Businesses, Gross | $ | $ 16,166 | $ 16,664 | [1] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 777,778 | |||||||
Business Acquisition, Share Price (in dollars per share) | $ / shares | $ 6 | |||||||
Business Acquisition, Contingent Consideration, Maximum Share Price (in dollars per share) | $ / shares | $ 19.20 | |||||||
Business Acquisition, Contingent Consideration, Threshold Number of Billable Devices Online | 85,000 | 85,000 | ||||||
Business Combination, Contingent Consideration, Billable Devices Online, Maximum Share Price (in dollars per share) | $ / shares | $ 21.60 | |||||||
Business Acquisition, Extension Option, Minimum Extension Threshold Price Percentage | 70% | |||||||
Business Acquisition, Extension Option, Minimum Extension Threshold Price Percentage, Increase in Price | 80% | |||||||
Business Acquisition, Extension Option, Minimum Extension Threshold Price, Increase in Price (in dollars per share) | $ / shares | $ 3 | |||||||
Business Combination, Consideration Transferred, Deposit Previously Paid | $ | $ 818 | 818 | [2] | |||||
Business Combination, Acquisition Related Costs | $ | $ 391 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | $ | 96 | $ 96 | 96 | |||||
Reflect Systems, Inc. [Member] | Minimum [Member] | ||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 2 years | |||||||
Reflect Systems, Inc. [Member] | Maximum [Member] | ||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 10 years | |||||||
Reflect Systems, Inc. [Member] | Retention Bonus Plan [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | $ | $ 1,334 | $ 1,334 | ||||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage Paid | 50% | |||||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage to be Paid, Year One | 25% | 25% | ||||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage to be Paid, Year Two | 25% | 25% | ||||||
Deferred Compensation Arrangement with Individual, Fair Value of Shares Issued and Issuable | $ | $ 667 | |||||||
Deferred Compensation Arrangement with Individual, Percentage of Shares Issued | 50% | |||||||
Deferred Compensation Arrangement with Individual, Percentage of Shares to be Issued, Year One | 25% | 25% | ||||||
Deferred Compensation Arrangement with Individual, Percentage of Shares to be Issued, Year Two | 25% | 25% | ||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 6 | $ 6 | $ 2.22 | |||||
Stock Issued During Period, Shares, Acquisitions (in shares) | shares | 62,475 | |||||||
[1]Cash consideration for outstanding shares of Reflect capital stock per Merger Agreement.[2]Prior to the Merger, Reflect had engaged the Company on a project and paid the Company a deposit of $818. These amounts reduced consideration paid by the Company in accordance with ASC 805. |
Note 5 - Business Combination -
Note 5 - Business Combination - Preliminary Purchase Price (Details) - Reflect Systems, Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | |||
Nov. 12, 2021 | Feb. 17, 2022 | |||
Cash consideration for Reflect stock | $ 16,166 | $ 16,664 | [1] | |
Common stock issued to Reflect stockholders | [2] | 4,667 | ||
Total consideration | 36,360 | |||
Vendor deposit with the Company | $ 818 | 818 | [3] | |
Cash acquired | [4] | 812 | ||
Net consideration transferred | 34,730 | |||
Earnout Liability [Member] | ||||
Liability | [5] | 10,862 | ||
Secured Promissory Note [Member] | ||||
Liability | [6] | 2,500 | ||
Retention Bonus Plan [Member] | ||||
Cash consideration for Retention Bonus Plan | [7] | 1,334 | ||
Common stock issued to Retention Bonus Plan | [8] | $ 333 | ||
[1]Cash consideration for outstanding shares of Reflect capital stock per Merger Agreement.[2]Company common stock issued in exchange for outstanding shares of Reflect capital stock per Merger Agreement[3]Prior to the Merger, Reflect had engaged the Company on a project and paid the Company a deposit of $818. These amounts reduced consideration paid by the Company in accordance with ASC 805.[4]Represents the Reflect cash balance acquired at Closing.[5]Represents an estimate of the fair value of the Guaranteed Consideration as of the Merger, which, if any, is payable on or after February 17, 2025 (subject to the Extension Option), in an amount by which the value of the CREX Shares on such anniversary is less than $19.20 per share, multiplied by the amount of CREX Shares held by the Reflect stockholders on the Guarantee Date (subject to the Extension Option), subject to the terms of the Merger Agreement.[6]The Secured Promissory Note accrued interest at 0.59% (the applicable federal rate at the time of issuance of the Secured Promissory Note) and required the Company and Reflect to collectively pay equal monthly principal installments of $104 on the fifteenth (15th) day of each month, commencing on March 15, 2022. On February 11, 2023, the Company and the Stockholders’ Representative executed an amendment (the “Note Amendment”) to the Secured Promissory Note. The Note Amendment eliminated the balloon payment, extending the maturity date for a one-year period, to February 17, 2024. During the extended period, the Company will continue to make monthly principal payments of $104, and the annual interest rate onthe outstanding principal increased from 0.59% to 4.60%, which will accrue and is payable in full on the new maturity date.[7]Cash consideration utilized to fund the Retention Bonus Plan per Merger Agreement.[8]Company common stock issued to fund the Retention Bonus Plan per Merger Agreement |
Note 5 - Business Combination_3
Note 5 - Business Combination - Components of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Feb. 17, 2022 | Nov. 12, 2021 |
Goodwill | $ 26,453 | $ 26,453 | ||
Reflect Systems, Inc. [Member] | ||||
Accounts receivable | $ 1,359 | |||
Inventory | 190 | |||
Prepaid expenses & other current assets | 666 | |||
Property and equipment | 96 | $ 96 | ||
Operating right of use assets | 555 | |||
Other assets | 36 | |||
Goodwill | 18,935 | |||
Accounts payable | (104) | |||
Accrued expenses | (483) | |||
Customer deposits | (1,661) | |||
Deferred revenues | (1,259) | |||
Current maturities of operating leases | (277) | |||
Long-term obligations under operating leases | (278) | |||
Other liabilities | (205) | |||
Net consideration transferred | 34,730 | |||
Reflect Systems, Inc. [Member] | Trade Names [Member] | ||||
Identified intangible assets | 960 | |||
Reflect Systems, Inc. [Member] | Developed Technology Rights [Member] | ||||
Identified intangible assets | 5,130 | |||
Reflect Systems, Inc. [Member] | Noncompete Agreements [Member] | ||||
Identified intangible assets | 11,040 | |||
Reflect Systems, Inc. [Member] | Customer Relationships [Member] | ||||
Identified intangible assets | $ 30 |
Note 5 - Business Combination_4
Note 5 - Business Combination - Identifiable Intangible Assets (Details) - Reflect Systems, Inc. [Member] $ in Thousands | 3 Months Ended |
Feb. 17, 2022 USD ($) | |
Valuation | $ 17,160 |
Trade Names [Member] | |
Valuation | $ 960 |
Amortization period (Year) | 5 years |
Developed Technology Rights [Member] | |
Valuation | $ 5,130 |
Amortization period (Year) | 10 years |
Noncompete Agreements [Member] | |
Valuation | $ 30 |
Amortization period (Year) | 2 years |
Customer Relationships [Member] | |
Valuation | $ 11,040 |
Amortization period (Year) | 10 years |
Note 6 - Supplemental Cash Fl_3
Note 6 - Supplemental Cash Flow Statement Information - Supplemental Cash Flow Statement Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Capitalized software in accounts payable | $ 369 | $ 611 |
Property and equipment in accounts payable | 10 | 0 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 40 | 0 |
Interest | 287 | 321 |
Operating leases | 188 | 75 |
Income taxes, net | $ 2 | $ 0 |
Note 7 - Intangible Assets In_3
Note 7 - Intangible Assets Including Goodwill (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Amortization of Intangible Assets | $ 754 | $ 680 |
Note 7 - Intangible Assets In_4
Note 7 - Intangible Assets Including Goodwill - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Gross | $ 35,972 | $ 35,151 |
Finite-Lived Intangible Assets, Accumulated Amortization | 12,153 | 11,399 |
Net book value of amortizable intangible assets | 23,819 | 23,752 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets, Gross | 9,765 | 9,765 |
Finite-Lived Intangible Assets, Accumulated Amortization | 4,546 | 4,354 |
Purchased and Developed Software [Member] | ||
Finite-Lived Intangible Assets, Gross | 5,044 | 4,682 |
Finite-Lived Intangible Assets, Accumulated Amortization | 3,561 | 3,375 |
In-process Internally Developed Software Platform [Member] | ||
Finite-Lived Intangible Assets, Gross | 4,533 | 4,074 |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | 0 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets, Gross | 15,000 | 15,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | 3,173 | 2,849 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets, Gross | 1,600 | 1,600 |
Finite-Lived Intangible Assets, Accumulated Amortization | 856 | 808 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets, Gross | 30 | 30 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 17 | $ 13 |
Note 8 - Loans Payable (Details
Note 8 - Loans Payable (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||||
Feb. 11, 2023 | Oct. 31, 2022 | Feb. 17, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 17, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Gain (Loss) on Extinguishment of Debt, Total | $ 0 | $ (295) | ||||||
Interest Expense, Debt | $ 356 | $ 162 | ||||||
Lender Warrant [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 1,731,499 | 1,731,499 | ||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | 5 years | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 6 | $ 6 | ||||||
Warrant or Right Outstanding, Fair Value Per Warrant (in dollars per share) | $ 2.4387 | |||||||
Acquisition Term Loan [Member] | ||||||||
Debt Instrument, Interest Rate, Cash Interest | 8% | |||||||
Debt Instrument, Unamortized Discount, Total | $ 2,032 | |||||||
Seller Note [Member] | ||||||||
Debt Instrument, Interest Rate, Cash Interest | 0.59% | 4.60% | ||||||
Consolidation Term Loan [Member] | ||||||||
Debt Instrument, Interest Rate, Cash Interest | 10% | |||||||
Debt Instrument, Face Amount | $ 7,185 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||
Percentage of Warrant Covered by Debt | 75% | |||||||
Number of Warrants Covered by Debt (in shares) | 898,165 | |||||||
Gain (Loss) on Extinguishment of Debt, Total | (295) | |||||||
Debt Instrument, Unamortized Discount, Total | $ 2,190 | |||||||
Secured Promissory Note [Member] | ||||||||
Debt Instrument, Face Amount | $ 2,500 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.60% | 0.59% | ||||||
Debt Instrument, Periodic Payment | $ 104 | $ 104 | ||||||
Senior Secured Term Loan [Member] | ||||||||
Debt Instrument, Face Amount | $ 4,767 | |||||||
Secured Convertible Loan [Member] | ||||||||
Debt Instrument, Face Amount | $ 2,418 | |||||||
Acquisition Loan With Slipstream [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||
Percentage of Warrant Covered by Debt | 50% | |||||||
Number of Warrants Covered by Debt (in shares) | 833,334 | |||||||
Proceeds from Loans | $ 10,000 | |||||||
Proceeds from Loans, Net | $ 9,950 | |||||||
Term Loan 2022 [Member] | ||||||||
Debt Instrument, Face Amount | $ 2,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.50% | |||||||
Debt Instrument, Periodic Payment | $ 270 |
Note 8 - Loans Payable - Outsta
Note 8 - Loans Payable - Outstanding Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total debt, gross | $ 20,081 | $ 20,641 | |
Warrants (in shares) | 1,731,499 | 1,731,499 | |
Debt discount | $ (2,713) | $ (3,069) | |
Total debt, net | 17,368 | 17,572 | |
Less current maturities | (4,944) | (4,499) | |
Long term debt | $ 12,424 | $ 13,073 | |
Acquisition Term Loan [Member] | |||
Issuance Date | Feb. 17, 2022 | Jan. 17, 2022 | |
Total debt, gross | $ 10,000 | $ 10,000 | |
Maturity Date | Feb. 15, 2025 | Feb. 15, 2025 | |
Warrants (in shares) | 833,334 | 833,334 | |
Maturity Date | Feb. 15, 2025 | Feb. 15, 2025 | |
Seller Note [Member] | |||
Issuance Date | Feb. 17, 2022 | Jan. 17, 2022 | |
Total debt, gross | $ 1,146 | $ 1,456 | |
Maturity Date | Feb. 17, 2024 | Feb. 17, 2024 | |
Warrants (in shares) | 0 | 0 | |
Maturity Date | Feb. 17, 2024 | Feb. 17, 2024 | |
Consolidation Term Loan [Member] | |||
Issuance Date | Feb. 17, 2022 | Jan. 17, 2022 | |
Total debt, gross | $ 7,185 | $ 7,185 | |
Maturity Date | Feb. 15, 2025 | Feb. 15, 2025 | |
Warrants (in shares) | 898,165 | 898,165 | |
Interest Rate | 10% | ||
Maturity Date | Feb. 15, 2025 | Feb. 15, 2025 | |
Interest Rate | 10% | ||
Term Loan with Related Party [Member] | |||
Issuance Date | Oct. 31, 2022 | Oct. 31, 2022 | |
Total debt, gross | $ 1,750 | $ 2,000 | |
Maturity Date | Sep. 01, 2023 | Sep. 01, 2023 | |
Warrants (in shares) | 0 | 0 | |
Maturity Date | Sep. 01, 2023 | Sep. 01, 2023 |
Note 9 - Commitments and Cont_2
Note 9 - Commitments and Contingencies (Details Textual) - Alleged Breach of Contract Related to Hardware Failures of Equipment Installations Performed by Allure [Member] - USD ($) $ in Thousands | Mar. 10, 2023 | Oct. 10, 2019 |
Loss Contingency, Damages Sought, Value | $ 3,200 | |
Litigation Settlement, Amount Awarded to Other Party | $ 733 | |
Litigation Settlement, Amount Awarded to Other Party, Covered by Insurance | 700 | |
Litigation Settlement, Amount Awarded to Other Party, Not Covered by Insurance | $ 33 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Liabilities, Gross | $ 43 | |
Deferred Tax Liabilities, Net | $ 52 | $ 28 |
Note 11 - Warrants (Details Tex
Note 11 - Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Jun. 30, 2022 | Feb. 17, 2022 | Feb. 03, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 27, 2023 | Dec. 31, 2022 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Warrants With Securities Purchase Agreement [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 438,334 | ||||||
Class of Warrant or Right, Fair Value Per Warrant (in dollars per share) | $ 1.7445 | $ 3.2781 | |||||
Fair Value Adjustment of Warrants | $ 3,664 | ||||||
Pre-funded Warrants [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 1,950,502 | ||||||
Common Stock Warrants [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 1,950,502 | ||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||
Class of Warrant or Right, Outstanding (in shares) | 2,388,836 | ||||||
Class of Warrant or Right, Extension Term (Year) | 1 year | ||||||
Lender Warrant [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 1,731,499 | 1,731,499 | |||||
Warrants and Rights Outstanding, Term (Year) | 5 years | 5 years | |||||
Class of Warrant or Right, Fair Value Per Warrant (in dollars per share) | $ 1.626 | $ 2.4387 | |||||
Fair Value Adjustment of Warrants | $ (1,408) | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 6 | $ 6 | |||||
Debt Instrument, Unamortized Discount, Increase | $ 4,223 | ||||||
Class of Warrant or Right, Outstanding (in shares) | 1,731,499 | ||||||
Purchaser Warrant [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 466,667 | ||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||
Class of Warrant or Right, Fair Value Per Warrant (in dollars per share) | $ 1.7445 | $ 2.5968 | |||||
Fair Value Adjustment of Warrants | $ 397 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 4.23 | ||||||
Class of Warrant or Right, Waiver Fee | $ 175 | ||||||
Class of Warrant or Right, Stated Price Per Share (in dollars per share) | $ 0.375 | ||||||
Warrant Issuance Expense | $ 1,211 | $ 0 | $ 1,212 | ||||
Class of Warrant or Right, Outstanding (in shares) | 466,667 | ||||||
Securities Purchase Agreement [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 438,334 | ||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | ||||||
Sale of Common Stock and Warrants, Price Per Share (in dollars per share) | 4.605 | ||||||
Common Stock and Pre-funded Warrants [Member] | |||||||
Sale of Common Stock and Warrants, Price Per Share (in dollars per share) | $ 4.6047 | ||||||
Common Stock and Warrants [Member] | |||||||
Proceeds from Issuance or Sale of Equity, Total | $ 11,000 |
Note 11 - Warrants - Summary of
Note 11 - Warrants - Summary of Outstanding Warrants (Details) - Warrants Classified as Liability [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Balance, warrants (in shares) | 5,824,027 | |
Balance, warrants, weighted average exercise price (in dollars per share) | $ 6.56 | |
Balance, warrants, weighted average remaining contractual life (Year) | 3 years 11 months 19 days | 4 years 2 months 15 days |
Warrants expired, warrants (in shares) | (20,577) | |
Warrants expired, warrants, weighted average exercise price (in dollars per share) | $ 10.26 | |
Balance, warrants (in shares) | 5,803,450 | 5,824,027 |
Balance, warrants, weighted average exercise price (in dollars per share) | $ 6.54 | $ 6.56 |
Note 12 - Stock-based Compens_3
Note 12 - Stock-based Compensation (Details Textual) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | 15 Months Ended | ||||||||||
Mar. 27, 2023 | Jun. 15, 2022 USD ($) $ / shares shares | Jul. 10, 2020 shares | Jun. 01, 2020 shares | Mar. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2018 shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Sep. 01, 2025 shares | Aug. 11, 2020 shares | Aug. 31, 2018 shares | Oct. 30, 2014 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term (Year) | 6 years 8 months 12 days | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | $ | $ 30 | $ 45 | ||||||||||||
Reverse Stock Split [Member] | ||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 3 | 3 | 3 | 30 | 3 | |||||||||
Stock Incentive Plan 2014 [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 7.59 | $ 7.59 | $ 7.59 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 6,000,000 | 600,000 | 2,000,000 | 18,000,000 | 7,390,355 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | 1,532,242 | |||||||||||||
Amended and Restated 2006 Non-employee Director Stock Option Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 233,334 | 233,334 | 233,334 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | 3,890 | 3,890 | 3,890 | |||||||||||
Chief Executive Officer [Member] | Stock Incentive Plan 2014 [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 160,000 | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares (in shares) | 106,667 | |||||||||||||
Chief Financial Officer [Member] | Stock Incentive Plan 2014 [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 80,000 | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares (in shares) | 53,334 | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Revenue Target | $ | $ 38,000 | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, EBITDA target | $ | $ 3,600 | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | General and Administrative Expense [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||
Share-Based Payment Arrangement, Expense | $ | $ 225 | $ 646 | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | General and Administrative Expense [Member] | Share-Based Payment Arrangement, Nonemployee [Member] | ||||||||||||||
Share-Based Payment Arrangement, Expense | $ | 43 | $ 82 | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | Stock Incentive Plan 2014 [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 33.33% | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | Stock Incentive Plan 2014 [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 33.33% | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | Stock Incentive Plan 2014 [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 33.33% | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | Chief Executive Officer [Member] | Stock Incentive Plan 2014 [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | Chief Financial Officer [Member] | Stock Incentive Plan 2014 [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||||||
New Options [Member] | Stock Incentive Plan 2014 [Member] | ||||||||||||||
Share-Based Payment Arrangement, Guaranteed Price (in dollars per share) | $ / shares | $ 19.20 | |||||||||||||
Share-Based Payment Arrangement, Expense | $ | $ 3 | |||||||||||||
New Options [Member] | Stock Incentive Plan 2014 [Member] | Minimum [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 0.63 | |||||||||||||
New Options [Member] | Stock Incentive Plan 2014 [Member] | Maximum [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 1.11 | |||||||||||||
New Options [Member] | Chief Executive Officer [Member] | Stock Incentive Plan 2014 [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares (in shares) | 333,334 | |||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 3 | |||||||||||||
New Options [Member] | Chief Financial Officer [Member] | Stock Incentive Plan 2014 [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares (in shares) | 200,000 | |||||||||||||
New Options [Member] | Non-executives [Member] | Stock Incentive Plan 2014 [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 100,000 | |||||||||||||
Time Vesting Awards [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 148 | $ 148 | 148 | |||||||||||
Time Vesting Awards [Member] | Share-Based Payment Arrangement, Nonemployee [Member] | ||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | 107 | 107 | 107 | |||||||||||
Performance Vesting Awards [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 471 | $ 471 | $ 471 |
Note 12 - Stock-based Compens_4
Note 12 - Stock-based Compensation - Summary of Outstanding Options (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Time Vesting Options [Member] | |
Shares Outstanding (in shares) | shares | 662,798 |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 6 years 8 months 19 days |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 10 |
Shares Exercisable (in shares) | shares | 476,685 |
Time Vesting Options [Member] | Range One [Member] | |
Lower Range Limit (in dollars per share) | $ 4.01 |
Upper Range Limit (in dollars per share) | $ 8 |
Shares Outstanding (in shares) | shares | 566,673 |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 7 years 4 months 20 days |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 7.42 |
Shares Exercisable (in shares) | shares | 380,560 |
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 7.40 |
Time Vesting Options [Member] | Range Two [Member] | |
Lower Range Limit (in dollars per share) | $ 8.01 |
Shares Outstanding (in shares) | shares | 96,125 |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 2 years 9 months 10 days |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 25.22 |
Shares Exercisable (in shares) | shares | 96,125 |
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 25.22 |
Performance Vesting Awards [Member] | |
Shares Outstanding (in shares) | shares | 240,000 |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 7 years 2 months 4 days |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 7.59 |
Shares Exercisable (in shares) | shares | 240,000 |
Performance Vesting Awards [Member] | Range One [Member] | |
Lower Range Limit (in dollars per share) | $ 4.01 |
Upper Range Limit (in dollars per share) | $ 8 |
Shares Outstanding (in shares) | shares | 240,000 |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 7 years 2 months 4 days |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 7.59 |
Shares Exercisable (in shares) | shares | 240,000 |
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 7.59 |
Market Vesting Options [Member] | |
Shares Outstanding (in shares) | shares | 633,334 |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 1 year 10 months 20 days |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 3 |
Shares Exercisable (in shares) | shares | 0 |
Market Vesting Options [Member] | Range One [Member] | |
Lower Range Limit (in dollars per share) | $ 0.01 |
Upper Range Limit (in dollars per share) | $ 4 |
Shares Outstanding (in shares) | shares | 633,334 |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 1 year 10 months 20 days |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 3 |
Shares Exercisable (in shares) | shares | 0 |
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 0 |
Note 12 - Stock-based Compens_5
Note 12 - Stock-based Compensation - Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Market Vesting Options [Member] | |
Balance, Number (in shares) | shares | 633,334 |
Balance, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 3 |
Forfeited or expired, Number (in shares) | shares | 0 |
Forfeited or expired, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0 |
Balance, Number (in shares) | shares | 633,334 |
Balance, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 3 |
Time Vesting Options [Member] | |
Balance, Number (in shares) | shares | 662,910 |
Balance, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 10.02 |
Forfeited or expired, Number (in shares) | shares | (112) |
Forfeited or expired, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 162 |
Balance, Number (in shares) | shares | 662,798 |
Balance, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 10 |
Performance Vesting Options [Member] | |
Balance, Number (in shares) | shares | 240,000 |
Balance, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 7.59 |
Forfeited or expired, Number (in shares) | shares | 0 |
Forfeited or expired, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0 |
Balance, Number (in shares) | shares | 240,000 |
Balance, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 7.59 |
Note 12 - Stock-based Compens_6
Note 12 - Stock-based Compensation - Summary of Share Vesting Activity (Details) - New Options [Member] - Stock Incentive Plan 2014 [Member] | Jun. 15, 2022 shares |
Vesting at Share Price of 2.00 [Member] | |
Percentage of Shares Vested | 5% |
Vesting at Share Price Target of $3.00 [Member] | |
Percentage of Shares Vested | 10% |
Vesting at Share Price Target of $4.00 [Member] | |
Percentage of Shares Vested | 15% |
Vesting at Share Price Target of $5.00 [Member] | |
Percentage of Shares Vested | 20% |
Vesting at Share Price Target of $6.00 [Member] | |
Percentage of Shares Vested | 25% |
Vesting at Guaranteed Price [Member] | |
Percentage of Shares Vested | 25% |
Chief Executive Officer [Member] | |
Options expected to vest (in shares) | 333,334 |
Chief Executive Officer [Member] | Vesting at Share Price of 2.00 [Member] | |
Options expected to vest (in shares) | 16,667 |
Chief Executive Officer [Member] | Vesting at Share Price Target of $3.00 [Member] | |
Options expected to vest (in shares) | 33,334 |
Chief Executive Officer [Member] | Vesting at Share Price Target of $4.00 [Member] | |
Options expected to vest (in shares) | 50,000 |
Chief Executive Officer [Member] | Vesting at Share Price Target of $5.00 [Member] | |
Options expected to vest (in shares) | 66,667 |
Chief Executive Officer [Member] | Vesting at Share Price Target of $6.00 [Member] | |
Options expected to vest (in shares) | 83,333 |
Chief Executive Officer [Member] | Vesting at Guaranteed Price [Member] | |
Options expected to vest (in shares) | 83,333 |
Chief Financial Officer [Member] | |
Options expected to vest (in shares) | 200,000 |
Chief Financial Officer [Member] | Vesting at Share Price of 2.00 [Member] | |
Options expected to vest (in shares) | 10,000 |
Chief Financial Officer [Member] | Vesting at Share Price Target of $3.00 [Member] | |
Options expected to vest (in shares) | 20,000 |
Chief Financial Officer [Member] | Vesting at Share Price Target of $4.00 [Member] | |
Options expected to vest (in shares) | 30,000 |
Chief Financial Officer [Member] | Vesting at Share Price Target of $5.00 [Member] | |
Options expected to vest (in shares) | 40,000 |
Chief Financial Officer [Member] | Vesting at Share Price Target of $6.00 [Member] | |
Options expected to vest (in shares) | 50,000 |
Chief Financial Officer [Member] | Vesting at Guaranteed Price [Member] | |
Options expected to vest (in shares) | 50,000 |
Note 12 - Stock-based Compens_7
Note 12 - Stock-based Compensation - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) - Stock Incentive Plan 2014 [Member] - New Options [Member] | 3 Months Ended |
Mar. 31, 2023 | |
Risk-free interest rate | 3.30% |
Expected term (in years) (Year) | 2 years 8 months 4 days |
Expected price volatility | 123.53% |
Dividend yield | 0% |
Note 13 - Significant Custome_2
Note 13 - Significant Customers/Vendors (Details Textual) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Number of Major Customers | 2 | 3 | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Two Customers [Member] | ||||
Concentration Risk, Percentage | 39.70% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Three Customers [Member] | ||||
Concentration Risk, Percentage | 49.20% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Number of Major Customers | 2 | |||
Number of Major Vendors | 3 | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Two Customers [Member] | ||||
Concentration Risk, Percentage | 44.50% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Three Customers [Member] | ||||
Concentration Risk, Percentage | 70% | |||
Supplier Concentration Risk [Member] | Accounts Payable [Member] | ||||
Number of Major Vendors | 2 | 1 | ||
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Two Vendors [Member] | ||||
Concentration Risk, Percentage | 45.60% | |||
Supplier Concentration Risk [Member] | Accounts Payable [Member] | One Vendor [Member] | ||||
Concentration Risk, Percentage | 30.10% |