Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 20, 2024 | Jun. 30, 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 | FY | ||
Document Fiscal Year Focus | 2023 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 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 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | CREX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16,761,049 | ||
Entity Common Stock, Shares Outstanding | 10,446,659 | ||
Auditor Firm ID | 34 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Louisville, Kentucky |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 2,910 | $ 1,633 |
Accounts receivable, net | 12,468 | 8,263 |
Inventories, net | 2,567 | 2,267 |
Prepaid expenses and other current assets | 665 | 1,819 |
Total Current Assets | 18,610 | 13,982 |
Property and equipment, net | 499 | 201 |
Goodwill | 26,453 | 26,453 |
Other intangible assets, net | 24,062 | 23,752 |
Operating lease right-of-use assets | 1,041 | 1,584 |
Other non-current assets | 112 | 43 |
Total Assets | 70,777 | 66,015 |
Current Liabilities: | ||
Accounts payable | 7,876 | 3,757 |
Accrued expenses and other current liabilities | 3,761 | 3,828 |
Deferred revenues | 1,132 | 1,223 |
Customer deposits | 3,233 | 2,478 |
Current maturities of operating leases | 505 | 711 |
Total Current Liabilities | 20,197 | 16,496 |
Long-term Secured Promissory Note | 0 | 208 |
Long-term obligations under operating leases | 536 | 873 |
Contingent consideration, at fair value | 11,208 | 9,789 |
Other non-current liabilities | 176 | 205 |
Total Liabilities | 41,946 | 40,436 |
Shareholders' Equity | ||
Common stock, $0.01 par value, 66,666 shares authorized; 10,409 and 7,266 shares issued and outstanding, respectively | 104 | 72 |
Additional paid in capital | 82,073 | 75,916 |
Accumulated deficit | (53,346) | (50,409) |
Total Shareholders' Equity | 28,831 | 25,579 |
Total Liabilities and Shareholders' Equity | 70,777 | 66,015 |
Seller Note [Member] | ||
Current Liabilities: | ||
Short-term portion of Secured Promissory Note | 0 | 1,248 |
Consolidated Term Loan [Member] | Related Party [Member] | ||
Current Liabilities: | ||
Short-term portion of related party Consolidation Term Loan, net of $747 and $745 discount, respectively | 3,690 | 1,251 |
Long-term related party Acquisition Term Loan, net of $787 and $1,484 discount, respectively | 616 | 4,349 |
Term Loan 2022 [Member] | Related Party [Member] | ||
Current Liabilities: | ||
Short-term portion of related party Consolidation Term Loan, net of $747 and $745 discount, respectively | 0 | 2,000 |
Acquisition Term Loan [Member] | Related Party [Member] | ||
Current Liabilities: | ||
Long-term related party Acquisition Term Loan, net of $787 and $1,484 discount, respectively | $ 9,213 | $ 8,516 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 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) | 10,409,000 | 7,266,000 |
Common stock, shares outstanding (in shares) | 10,409,000 | 7,266,000 |
Related Party [Member] | Consolidated Term Loan [Member] | ||
Loans payable, discount, current | $ 747 | $ 745 |
Loans payable, discount, noncurrent | 94 | 840 |
Related Party [Member] | Acquisition Term Loan [Member] | ||
Loans payable, discount, noncurrent | $ 787 | $ 1,484 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Sales | ||
Total sales | $ 45,166 | $ 43,350 |
Cost of sales | ||
Total cost of sales | 22,983 | 25,611 |
Gross profit | 22,183 | 17,739 |
Operating expenses: | ||
Sales and marketing | 5,247 | 3,651 |
Research and development | 1,574 | 1,251 |
General and administrative | 10,795 | 11,892 |
Depreciation and amortization | 3,221 | 2,833 |
Deal and transaction costs | 0 | 592 |
Total operating expenses | 20,837 | 20,219 |
Operating income (loss) | 1,346 | (2,480) |
Other expense (income): | ||
Interest expense, including amortization of debt discount | 2,992 | 2,743 |
Change in fair value of contingent consideration | 1,419 | (1,074) |
Loss on warrant amendment | 0 | 345 |
Loss on settlement of obligations | 0 | 237 |
Other expenses (income), net | (211) | 4 |
Total other expense (income) | 4,200 | (4,435) |
Net (loss) income before income taxes | (2,854) | 1,955 |
Income tax expense | (83) | (79) |
Net (loss) income | $ (2,937) | $ 1,876 |
Net (loss) income per common share - basic (in dollars per share) | $ (0.35) | $ 0.28 |
Net (loss) income per common share - diluted (in dollars per share) | $ (0.35) | $ 0.28 |
Weighted average shares outstanding - basic (in shares) | 8,479 | 6,664 |
Weighted average shares outstanding - diluted (in shares) | 8,479 | 6,664 |
Warrants in Debt and Equity Offerings to Finance Merger [Member] | ||
Other expense (income): | ||
Change in fair value of warrant liability | $ 0 | $ (7,902) |
Purchaser Warrant [Member] | ||
Other expense (income): | ||
Change in fair value of warrant liability | 650 | |
Loss on debt waiver consent | 0 | 1,212 |
Hardware [Member] | ||
Sales | ||
Total sales | 20,303 | 19,895 |
Cost of sales | ||
Total cost of sales | 15,280 | 16,613 |
Service and Other [Member] | ||
Sales | ||
Total sales | 24,863 | 23,455 |
Cost of sales | ||
Total cost of sales | $ 7,703 | $ 8,998 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ 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] | Retention Bonus Plan [Member] Common Stock [Member] | Retention Bonus Plan [Member] Additional Paid-in Capital [Member] | Retention Bonus Plan [Member] Retained Earnings [Member] | Retention Bonus Plan [Member] | Reflect Systems, Inc. [Member] Common Stock [Member] | Reflect Systems, Inc. [Member] Additional Paid-in Capital [Member] | Reflect Systems, Inc. [Member] Retained Earnings [Member] | Reflect Systems, Inc. [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 | 41,369 | ||||||||||||||||||||||
Stock-based compensation | $ 0 | $ 1,887 | $ 0 | $ 1,887 | $ 0 | $ 100 | $ 0 | $ 100 | ||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 833,334 | |||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 8 | $ 4,992 | $ 0 | $ 5,000 | ||||||||||||||||||||
Net (loss) income | $ 0 | 0 | 1,876 | 1,876 | ||||||||||||||||||||
Shares issued and warrants exercised in private investment in public entity ("PIPE") (in shares) | 2,388,836 | |||||||||||||||||||||||
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 | ||||||||||||||||||||
Warrant amendment | $ 0 | 5,709 | 0 | 5,709 | ||||||||||||||||||||
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 | 28,554 | |||||||||||||||||||||
Stock-based compensation | $ 0 | $ 445 | $ 0 | $ 445 | $ 1 | $ 95 | $ 0 | $ 96 | $ 0 | $ 55 | $ 0 | $ 55 | ||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 62,475 | |||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 1 | $ 138 | $ 0 | $ 139 | ||||||||||||||||||||
Issuance of common stock, net (in shares) | 3,000,000 | |||||||||||||||||||||||
Issuance of common stock, net | $ 30 | 5,424 | 0 | 5,454 | ||||||||||||||||||||
Net (loss) income | $ 0 | 0 | (2,937) | (2,937) | ||||||||||||||||||||
Balance (in shares) at Dec. 31, 2023 | 10,409,027 | |||||||||||||||||||||||
Balance at Dec. 31, 2023 | $ 104 | $ 82,073 | $ (53,346) | $ 28,831 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Activities: | ||
Net (loss) income | $ (2,937) | $ 1,876 |
Adjustments to reconcile net (loss) income to be used in operating activities: | ||
Depreciation and amortization | 3,221 | 2,833 |
Amortization of debt discount | 1,443 | 1,268 |
Amortization of stock-based compensation | 563 | 2,116 |
Bad debt expense | 153 | 398 |
Change in fair value of contingent consideration | 1,419 | (1,074) |
Deferred income taxes | 44 | 0 |
Loss on warrant amendment | 0 | 345 |
Loss on settlement of obligations | 0 | 237 |
Changes to operating assets and liabilities: | ||
Accounts receivable | (4,358) | (3,927) |
Inventories, net | (300) | (197) |
Prepaid expenses and other current assets | 952 | 480 |
Accounts payable | 4,486 | 914 |
Increase (Decrease) in Accrued Liabilities | (47) | 1,112 |
Deferred revenue | (91) | (462) |
Customer deposits | 755 | 110 |
Other, net | (136) | (47) |
Net cash provided by (used in) operating activities | 5,167 | (708) |
Investing activities | ||
Acquisition of business, net of cash acquired | 0 | (17,186) |
Purchases of property and equipment | (306) | (149) |
Capitalization of internal and external labor for software development | (3,721) | (4,140) |
Net cash used in investing activities | (4,027) | (21,475) |
Financing activities | ||
Proceeds from sale of common stock, net of offering expenses | 5,454 | 0 |
Proceeds from sale & exercise of pre-funded warrants in PIPE, net of offering expenses | 0 | 8,295 |
Proceeds from sale of common stock in PIPE, net of offering expenses | 0 | 1,814 |
Principal payments on finance leases | (23) | 0 |
Net cash provided by financing activities | 137 | 20,933 |
Increase (decrease) in Cash and Cash Equivalents | 1,277 | (1,250) |
Cash and Cash Equivalents, beginning of year | 1,633 | 2,883 |
Cash and Cash Equivalents, end of year | 2,910 | 1,633 |
Acquisition Term Loan [Member] | ||
Financing activities | ||
Proceeds from Term Loan | 0 | 9,868 |
Term Loan 2022 [Member] | ||
Financing activities | ||
Proceeds from Term Loan | 0 | 2,000 |
Repayment of notes payable | (2,000) | 0 |
Consolidated Term Loan [Member] | ||
Financing activities | ||
Repayment of notes payable | (2,040) | |
Secured Promissory Note [Member] | ||
Financing activities | ||
Repayment of notes payable | (1,254) | (1,044) |
Warrants in Debt and Equity Offerings to Finance Merger [Member] | ||
Adjustments to reconcile net (loss) income to be used in operating activities: | ||
Gain on change in fair value of warrants | 0 | (7,902) |
Purchaser Warrant [Member] | ||
Adjustments to reconcile net (loss) income to be used in operating activities: | ||
Loss on debt waiver consent | $ 0 | $ 1,212 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | 9B OTHER INFORMATION Rule 10b5 1 During the quarter ended December 31, 2023, none 16a 1 10b5 1 408 10b5 1 10b5 1 Earnings Release On March 21, 2024, three December 31, 2023. 99.1 9B 2.02 8 99.1 not 18 1933, |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Note 1 - Nature of Organization
Note 1 - Nature of Organization and Operations | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1: Unless the context otherwise indicates, references in these Notes to the accompanying 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., 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 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. Public Offering On August 17, 2023, Liquidity and Financial Condition In accordance with Accounting Standards Update (“ASU”) No. 2014 15, Disclosure of Uncertainties about an Entity s Ability to Continue as a Going Concern (Subtopic 205 40 ASU 205 40 ) one At December 31, 2023, December 31, 2023, September 1, 2023. first February 17, 2025, twelve February 17, 2025. not 205 40. In response to these conditions, the Company plans to evaluate its available options for refinancing, via recapitalization, debt financing or equity financing, its upcoming obligations associated with the Acquisition Term Loan, Consolidation Term Loan, and contingent consideration. However, these plans have not not not The Consolidated Financial Statements do not |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2: A summary of the significant accounting policies consistently applied in the preparation of the accompanying Consolidated Financial Statements follows: 1. The accompanying Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10 8 X The Consolidated Financial Statements include the accounts of Creative Realities, Inc. and our wholly owned subsidiaries Allure Global Solutions, Inc., Creative Realities Canada, Inc., and Reflect Systems, Inc. All intercompany balances and transactions have been eliminated in consolidation, as applicable. 2. In June 2016, No. 2016 13, Financial Instruments Credit Losses one No. 2016 13 January 1, 2023. not 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 Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers five If an arrangement involves multiple performance obligations, the obligations are analyzed to determine the separate units of accounting, whether the obligations 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 has very few contracts with material extended payment terms as payment is typically due at or shortly after the time of the sale, typically ranging between 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 Consolidated Balance Sheets. The Company had the following activity for its allowance for credit losses from December 31, 2021 December 31, 2023: Balance as of December 31, 2021 $ 620 Amounts accrued 398 Write-offs charged against the allowance (34 ) Balance as of December 31, 2022 $ 984 Amounts accrued 153 Write-offs charged against the allowance (436 ) Balance as of December 31, 2023 $ 701 5. Inventories are stated at the lower of cost or net realizable value, determined by the first first December 31, December 31, 2023 2022 Raw materials $ 2,063 $ 1,671 Work-in-process 504 596 Total inventories $ 2,567 $ 2,267 The reserve for obsolete inventory at December 31, 2023 2022 December 31, 2023, December 31, 2022. no 6. We review the carrying value of all long-lived assets, including property and equipment, for impairment in accordance with ASC 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) income 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 6,223,134 and 7,360,271 at December 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 December 31, 2023 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. Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over the estimated service lives, principally using straight-line methods. Leasehold improvements are amortized over the shorter of the life of the improvement or the lease term, using the straight-line method. Property and equipment consist of the following at December 31, 2023 2022 December 31, 2023 2022 Equipment $ 334 $ 138 Leasehold improvements 298 197 Furniture and fixtures 205 199 Other depreciable assets 135 124 Total property and equipment 972 658 Less: accumulated depreciation and amortization (473 ) (457 ) Net property and equipment $ 499 $ 201 The estimated useful lives used to compute depreciation and amortization are as follows: Asset class Useful life assigned (in years) Equipment 3 – 5 Furniture and fixtures 3 – 5 Leasehold improvements Shorter of 5 years or term of lease Depreciation expense was $166 and $131 for the years ended December 31, 2023 2022 December 31, 2023, no December 31, 2022. 12. Research and development expenses consist primarily of development personnel and non-employee contractor costs related to the development of new products and services, enhancement of existing products and services, quality assurance and testing. The Company capitalizes its costs incurred for additional functionality to its internal software. We capitalized approximately $3,366 and $4,444 for the years ended December 31, 2023 2022 13. 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 - Fair Value Measurement
Note 3 - Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 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 Company previously recorded warrant liabilities that were measured at fair value on a recurring basis using a binomial option pricing model. 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 |
Note 4 - Revenue Recognition
Note 4 - Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 4: The Company applies ASC 606 December 31, 2023 2022 Year Year Ended Ended December 31, December 31, 2023 2022 Hardware $ 20,303 $ 19,895 Services: Managed Services 15,916 14,320 Installation Services 4,892 5,693 Other Services 4,055 3,442 Total Services 24,863 23,455 Total Hardware and Services $ 45,166 $ 43,350 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. Software as a service license sales 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 that 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. Installation services The Company performs installation services associated with system hardware sales to customers and recognizes revenue upon completion of the installations. Installation services also include engineering and configuration services required to be performed to design and deploy a digital signage system that subsequently becomes an installation project. When system hardware sales include installation services to be performed by the Company, the goods and services in the contract are, in certain instances, not may Software design and development services Software design and custom development sales represent fixed fee orders for work on a time and materials basis and are recognized as revenue when the application, feature, or custom software code 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 “Other Services” within our disaggregated revenue. Media sales Media revenues are derived from selling (i) promotion and sponsorship packages to monetize customer infrastructure assets, including mobile takeover or physical presence, or (ii) digital advertising inventory to advertisers on digital displays or other outdoor structures, owned or controlled by our customers, each within physical venues. We generally do not thirty forty The media sales contracts we facilitate on behalf of our customers range from a single eight not 606 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. Software as a service perpetual license sales Rarely, the Company sells perpetual licenses to its software products under legacy contractual arrangements (as opposed to subscription licenses). These sales include revenue from the sale of a perpetual license to customers that host their own instances of our software. These services traditionally are accompanied by the sale of maintenance and support services contracts. Perpetual license revenue is classified as "Other Services" within our disaggregated revenue. |
Note 5 - Business Combination
Note 5 - Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 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”), and (iii) the Secured Promissory Note (as described below). In addition, the Merger Agreement requires the Company to pay to the Reflect stockholders additional contingent supplemental cash payments (the “Guaranteed Consideration”), if any, payable on or after February 17, 2025 ( December 31, 2022, 1 March 23, 2023. 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: Consideration Cash consideration for Reflect stock $ 16,664 (1) Cash consideration for Retention Bonus Plan 1,334 (2) Common stock issued to Reflect shareholders 4,667 (3) Common stock issued to Retention Bonus Plan 333 (4) Secured Promissory Note 2,500 (5) Contingent consideration 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 initial issuances under 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 ( 1 3 March 23, 2023. ( 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 $444 of direct transaction costs related to the Reflect Merger for the year ended December 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, 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: ( 1 ( 2 ( 3 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: Amortization Valuation Period Identifiable definite-lived intangible assets: Trade names $ 960 5 years Developed technology 5,130 10 years Noncompete 30 2 years Customer relationships 11,040 10 years Total $ 17,160 The Company estimated the preliminary fair value of the acquired property, plant and equipment using a combination of the cost and market approaches, depending on the component. The preliminary fair value of such property, plant 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 | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | 6: Year Ended December 31, 2023 2022 Supplemental non-cash Investing and Financing activities Capitalized software in accounts payable $ 201 $ 556 Property and equipment in accounts payable $ - $ 11 Supplemental disclosure information for cash flow Cash paid during the period for: Interest $ 1,685 $ 1,350 Income taxes $ 78 $ 43 |
Note 7 - Intangible Assets and
Note 7 - Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 7: Intangible Assets Intangible assets consisted of the following at December 31, 2023 2022: December 31, December 31, 2023 2022 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Technology platform $ 6,900 2,255 $ 9,765 4,354 Purchased and developed software 5,284 3,405 4,682 3,375 In-Process internally developed software platform 6,080 - 4,074 - Customer relationships 13,910 3,054 15,000 2,849 Trademarks and trade names 1,260 660 1,600 808 Noncompete 30 28 30 13 Total amortizable intangible assets 33,464 9,402 35,151 11,399 Accumulated amortization 9,402 11,399 Net book value of amortizable intangible assets $ 24,062 $ 23,752 For the years ended December 31, 2023 2022 December 31, 2023, no Estimated amortization is as follows: Estimated Future Year ending December 31, Amortization 2024 $ 3,411 2025 3,490 2026 2,850 2027 2,458 2028 2,434 Thereafter 9,419 Total $ 24,062 Intangible assets include the following and are being amortized over their estimated useful lives as follows: Amortization Period: Acquired Intangible Asset: (years) Technology platform and patents 7 - 10 Purchased and developed software 3 - 5 Trade names 3 - 5 Customer relationships 3 - 15 Noncompete 2 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, 2023. While our overall business performance has been consistent with our expectations, both before and after the acquisition of Reflect, we believe a significant portion of the decline in our market price as of our assessment date related primarily to both macroeconomic and recent capital transaction factors including: ( 1 2 3 not no September 30, 2023. December 31, 2023. The Company recognizes that any changes in our projected 2024 |
Note 8 - Loans Payable
Note 8 - Loans Payable | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 8: The outstanding debt with detachable warrants, as applicable, are shown in the table below. Further discussion of the notes follows. As of December 31, 2023 Issuance Maturity Interest Rate Debt Type Date Principal Date Warrants Information A 2/17/2022 $ 10,000 2/15/2025 833,334 8.0% interest (1) B 2/17/2022 5,147 2/15/2025 898,165 10.0% interest (2) Total debt, gross $ 15,147 1,731,499 Debt discount (1,628 ) Total debt, net $ 13,519 Less current maturities (3,690 ) Long term debt $ 9,829 As of December 31, 2022 Issuance Maturity Interest Rate Debt Type Date Principal Date Warrants Information A 2/17/2022 $ 10,000 2/15/2025 833,334 8.0% interest (1) B 2/17/2022 7,185 2/15/2025 898,165 10.0% interest (2) C 2/17/2022 1,456 2/17/2024 - 0.59% 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, gross $ 17,572 Less current maturities (4,499 ) Total debt, net $ 13,073 A – Acquisition Term Loan with related party B – Consolidation Term Loan with related party C – Secured Promissory Note D – Term Loan ( 2022 ( 1 8.0% cash interest per annum through maturity at February 15, 2025 ( 2 10.0% cash interest per annum through maturity date at February 15, 2025. ( 3 0.59% cash interest per annum (the applicable federal rate) through February 17, 2023. ( 4 12.5% cash interest per annum through maturity at September 1, 2023. 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, February 11, 2023. one February 17, 2024. On December 15, 2023, 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 December 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 December 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 December 31, 2023, 2022 |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 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 | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 10: Income tax expense consisted of the following: Year ended December 31, 2023 2022 Tax provision summary: State income tax $ 39 $ 51 Deferred tax expense - federal 9 30 Deferred tax expense (benefit) – state 35 (2 ) Tax expense $ 83 $ 79 The income tax expense includes federal and state income taxes currently payable and those deferred or prepaid because of temporary differences between financial statement and tax bases of assets and liabilities. The Company records income taxes under the liability method. Under this method, deferred income taxes are recognized for the estimated future tax effects of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws. A reconciliation of the statutory income tax rate to the effective income tax rates as a percentage of income before income taxes is as follows: 2023 2022 Federal statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 1.28 % (2.02 )% Foreign rate differential 1.05 % (2.51 )% Fair value of Warrant Liability/Contingent Consideration (6.48 )% (79.66 )% Discrete items, Transaction items, and Other (2.13 )% (2.37 )% Changes in valuation allowance (16.53 )% 69.60 % Effective tax rate (1.81 )% 4.04 % The net deferred tax assets and liabilities recognized in the accompanying Consolidated Balance Sheets, determined using the income tax rate applicable to each period, consist of the following: December 31, 2023 2022 Deferred tax assets (liabilities): Reserves $ 249 $ 472 Property and equipment 57 165 Accrued expenses 514 593 Right-of-use Asset (254 ) (253 ) Right-of-use Liability 254 253 IRC 163(j) Interest Carryforward 704 18 Debt issuance costs 135 286 Non-qualified stock options 1,708 1,469 IRC Section 174 593 196 R&D credits 2,312 2,312 Net foreign carryforwards 3,753 3,664 US net operating loss and contribution carryforwards 38,010 37,953 Intangibles (3,818 ) (3,737 ) Total deferred tax liabilities, net 44,217 43,391 Valuation allowance (44,290 ) (43,419 ) Net deferred tax liabilities $ (73 ) $ (28 ) As of December 31, 2023 December 31, 2023 December 31, 2023 Our deferred tax assets are primarily related to net federal and state operating loss carryforwards (NOLs). As of December 31, 2023 2024 2043, 2019 2022 2019 2022. We have substantial NOLs that are limited in usage by IRC Section 382. 382 may We have performed a preliminary analysis of the annual NOL carryforwards and limitations that are available to be used against taxable income. Based on the history of losses of the Company, there continues to be a full valuation allowance against the net deferred tax assets of the Company. |
Note 11 - Warrants
Note 11 - Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 11: A summary of outstanding warrants for the years ended December 31, 2023 2022 Year Ended December 31, 2023 Warrants (Equity) Weighted Weighted Average Average Exercise Remaining Amount Price Contractual Life Balance January 1, 2023 5,824,027 $ 6.56 4.21 Warrants expired (1,237,025 ) 12.70 - Balance December 31, 2023 4,587,002 $ 4.90 4.11 Year Ended December 31, 2022 Warrants (Equity) Weighted Weighted Average Average Exercise Remaining Amount Price Contractual Life Balance January 1, 2022 1,367,737 $ 13.44 1.73 Warrants issued 1,950,502 4.60 5.00 Warrants exercised (1,950,502 ) 4.60 4.86 Warrants expired (130,712 ) 10.44 - Warrants reclassified 4,587,002 4.90 4.73 Balance December 31, 2022 5,824,027 $ 6.56 4.21 On February 3, 2022, 2022, five not not not June 30, 2022, December 31, 2022. On February 17, 2022, not 180 not 1933, five not not not June 30, 2022, December 31, 2022. On February 17, 2022, not August 17, 2022. five not not not June 30, 2022, December 31, 2022. Effective June 30, 2022, one February 3, 2028, February 17, 2028. As a result of the extension in term provided in exchange for the amendment, the Company reassessed the fair value of each of the Common Stock, Lender and Purchaser Warrants, resulting in the Company recording a loss on the fair value of these warrants of $345 in the Consolidated Statements of Operations for the year ended December 31, 2022. December 31, 2022. The foregoing amendments to the warrants resulted in such warrants to be accounted for as equity instruments on the Company’s Consolidated Financial Statements as of June 30, 2022. June 30, 2022. December 31, 2022. |
Note 12 - Stock-based Compensat
Note 12 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 12: A summary of outstanding options as of December 31, 2023 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 6.63 $ 7.42 566,673 $ 7.42 8.01+ 96,125 2.03 25.22 96,125 25.22 662,798 5.96 $ 10.00 662,798 $ 10.00 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 6.42 $ 7.59 240,000 $ 7.59 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 - $4.00 733,334 1.13 $ 3.00 - $ - Market Vesting Options Time Vesting Options Performance Vesting 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 Granted 100,000 3.00 - - - - Forfeited or expired - - (112 ) 162.00 - - Balance, December 31, 2023 733,334 3.00 662,798 10.00 240,000 $ 7.59 The weighted average remaining contractual life for options exercisable is 6.1 years as of December 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) excluded 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) included 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 Options On June 15, 2022, ten February 17, 2025 10 Share Price Targets 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 83,334 83,334 333,334 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. 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 the grant date, the Company evaluated the probability of achieving the share price targets in each tranche based, in part, on work performed by the Company’s third December 31, 2023, not February 2025. On November 17, 2021, 2014 third first second Risk-free interest rate 1.60 % Expected term (in years) 6.25 Expected price volatility 97.78 % Dividend yield 0 % On June 1, 2020 2014 July 10, 2020, The options awarded vest over 3 years and have an exercise price of $7.59, the market value of the Company’s common stock on the grant date. The fair value of the options on the grant date was $5.61 and was determined using the Black-Scholes model. These values were calculated using the following weighted average assumptions: Risk-free interest rate 0.66 % Expected term (in years) 6.25 Expected price volatility 89.18 % Dividend yield 0 % Stock Compensation Expense Information ASC 718 10, Stock Compensation 2006 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 years ended December 31, 2023 2022 At December 31, 2023 14 Non-Employee Awards Compensation expense recognized for the issuance of stock options, including those options awarded to our Board of Directors, for the years ended December 31, 2023 2022 December 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 year ended December 31, 2023 December 31, 2022, |
Note 13 - Segment Information a
Note 13 - Segment Information and Significant Customers/Vendors | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 13: Segment Information We currently operate in one reportable segment, marketing technology solutions. Substantially all property and equipment is located at our offices in the United States, and a data center located in the United States. All material sales for the years ended December 31, 2023 2022 Significant Customers No customer accounted for more than 10% December 31, 2023. December 31, 2022. We had two and three customers that in the aggregate accounted for 50% and 49% of accounts receivable as of December 31, 2023 2022, Significant Vendors We had one vendor that accounted for 38% and 30% of outstanding accounts payable at December 31, 2023 2022, |
Note 14 - Leases
Note 14 - Leases | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Lessee, Operating Leases and Finance Leases [Text Block] | 14: The Company's lease portfolio is primarily comprised of operating leases for office space and finance leases for computer equipment. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on whether the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. Leases are classified as operating or finance leases at the commencement date of the lease. Leases may one not not The following table summarizes the classification of operating and finance lease assets and obligations in the Company's Consolidated Balance Sheet as of December 31, 2023 2022: Year Ended December 31, 2023 2022 Assets Operating lease assets Operating lease right-of-use assets $ 1,041 $ 1,584 Finance lease assets Property and equipment, net 146 - Total leased assets $ 1,187 $ 1,584 Liabilities Short-term: Operating lease obligation Current maturities of operating leases $ 505 $ 711 Finance lease obligation Accrued expenses and other current liabilities 42 - Long-term Operating lease obligation Long-term obligations under operating leases 536 873 Finance lease obligation Other non-current liabilities 104 - Total lease obligations $ 1,187 $ 1,584 The following table summarizes the classification of lease expense in the Company's Consolidated Statements of Operations for the years ended December 31, 2023 2022: Year Ended December 31, 2023 2022 Operating lease expense: Operating lease expense $ 753 $ 579 Finance lease expense: Amortization of right-of-use assets 23 - Interest on lease obligations 5 - Total lease expense $ 781 $ 579 The following table provides lease term and discount rate information related to operating leases as of December 31, 2023: Year Ended December 31, 2023 Weighted average remaining lease term (years) Operating leases 2.6 Finance leases 3.4 Weighted average discount rate Operating leases 10.0 % Finance leases 5.7 % The following table sets forth the scheduled maturities of lease obligations as of December 31, 2023: Operating Finance Total Leases Leases Leases 2024 $ 536 $ 49 $ 585 2025 451 48 499 2026 111 44 155 2027 105 19 124 Total undiscounted cash flows $ 1,203 $ 160 $ 1,363 Less imputed interest (162 ) (14 ) (176 ) Present value of lease liabilities $ 1,041 $ 146 $ 1,187 The following table provides supplemental information related to the Company's Consolidated Statements of Cash Flows for the years ended December 31, 2023 2022: Year Ended Year Ended December 31, December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating leases $ 753 $ 597 Operating cash flows paid for finance leases $ 5 $ - Financing cash flows paid for finance leases $ 23 $ - Right-of-use assets obtained in exchange for new finance lease liabilities $ 169 $ - |
Note 15 - Profit-sharing Plan
Note 15 - Profit-sharing Plan | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Compensation and Employee Benefit Plans [Text Block] | 15: We have a defined contribution 401 may We have a Registered Retirement Savings Plan for eligible associates in Canada. Associates may The Company contributed $253 and $142 to employee retirement plans for the year-ended December 31, 2023 2022 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 1. The accompanying Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10 8 X The Consolidated Financial Statements include the accounts of Creative Realities, Inc. and our wholly owned subsidiaries Allure Global Solutions, Inc., Creative Realities Canada, Inc., and Reflect Systems, Inc. All intercompany balances and transactions have been eliminated in consolidation, as applicable. |
New Accounting Pronouncements, Policy [Policy Text Block] | 2. In June 2016, No. 2016 13, Financial Instruments Credit Losses one No. 2016 13 January 1, 2023. not 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 Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers five If an arrangement involves multiple performance obligations, the obligations are analyzed to determine the separate units of accounting, whether the obligations 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 has very few contracts with material extended payment terms as payment is typically due at or shortly after the time of the sale, typically ranging between 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 |
Loans and Leases Receivable, Allowance for Loan Losses 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 Consolidated Balance Sheets. The Company had the following activity for its allowance for credit losses from December 31, 2021 December 31, 2023: Balance as of December 31, 2021 $ 620 Amounts accrued 398 Write-offs charged against the allowance (34 ) Balance as of December 31, 2022 $ 984 Amounts accrued 153 Write-offs charged against the allowance (436 ) Balance as of December 31, 2023 $ 701 |
Inventory, Policy [Policy Text Block] | 5. Inventories are stated at the lower of cost or net realizable value, determined by the first first December 31, December 31, 2023 2022 Raw materials $ 2,063 $ 1,671 Work-in-process 504 596 Total inventories $ 2,567 $ 2,267 The reserve for obsolete inventory at December 31, 2023 2022 December 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 in accordance with ASC 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) income 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 6,223,134 and 7,360,271 at December 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 December 31, 2023 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. |
Property, Plant and Equipment, Policy [Policy Text Block] | 11. Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over the estimated service lives, principally using straight-line methods. Leasehold improvements are amortized over the shorter of the life of the improvement or the lease term, using the straight-line method. Property and equipment consist of the following at December 31, 2023 2022 December 31, 2023 2022 Equipment $ 334 $ 138 Leasehold improvements 298 197 Furniture and fixtures 205 199 Other depreciable assets 135 124 Total property and equipment 972 658 Less: accumulated depreciation and amortization (473 ) (457 ) Net property and equipment $ 499 $ 201 The estimated useful lives used to compute depreciation and amortization are as follows: Asset class Useful life assigned (in years) Equipment 3 – 5 Furniture and fixtures 3 – 5 Leasehold improvements Shorter of 5 years or term of lease Depreciation expense was $166 and $131 for the years ended December 31, 2023 2022 December 31, 2023, no December 31, 2022. |
Research and Development Expense, Policy [Policy Text Block] | 12. Research and development expenses consist primarily of development personnel and non-employee contractor costs related to the development of new products and services, enhancement of existing products and services, quality assurance and testing. The Company capitalizes its costs incurred for additional functionality to its internal software. We capitalized approximately $3,366 and $4,444 for the years ended December 31, 2023 2022 |
Business Combinations Policy [Policy Text Block] | 13. 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) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Balance as of December 31, 2021 $ 620 Amounts accrued 398 Write-offs charged against the allowance (34 ) Balance as of December 31, 2022 $ 984 Amounts accrued 153 Write-offs charged against the allowance (436 ) Balance as of December 31, 2023 $ 701 |
Schedule of Inventory, Current [Table Text Block] | December 31, December 31, 2023 2022 Raw materials $ 2,063 $ 1,671 Work-in-process 504 596 Total inventories $ 2,567 $ 2,267 |
Property, Plant and Equipment [Table Text Block] | December 31, 2023 2022 Equipment $ 334 $ 138 Leasehold improvements 298 197 Furniture and fixtures 205 199 Other depreciable assets 135 124 Total property and equipment 972 658 Less: accumulated depreciation and amortization (473 ) (457 ) Net property and equipment $ 499 $ 201 |
Schedule of Estimated Useful Lives [Table Text Block] | Asset class Useful life assigned (in years) Equipment 3 – 5 Furniture and fixtures 3 – 5 Leasehold improvements Shorter of 5 years or term of lease |
Note 4 - Revenue Recognition (T
Note 4 - Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Year Year Ended Ended December 31, December 31, 2023 2022 Hardware $ 20,303 $ 19,895 Services: Managed Services 15,916 14,320 Installation Services 4,892 5,693 Other Services 4,055 3,442 Total Services 24,863 23,455 Total Hardware and Services $ 45,166 $ 43,350 |
Note 5 - Business Combination (
Note 5 - Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Consideration Cash consideration for Reflect stock $ 16,664 (1) Cash consideration for Retention Bonus Plan 1,334 (2) Common stock issued to Reflect shareholders 4,667 (3) Common stock issued to Retention Bonus Plan 333 (4) Secured Promissory Note 2,500 (5) Contingent consideration 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] | 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] | Amortization Valuation Period Identifiable definite-lived intangible assets: Trade names $ 960 5 years Developed technology 5,130 10 years Noncompete 30 2 years Customer relationships 11,040 10 years Total $ 17,160 |
Note 6 - Supplemental Cash Fl_2
Note 6 - Supplemental Cash Flow Statement Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Year Ended December 31, 2023 2022 Supplemental non-cash Investing and Financing activities Capitalized software in accounts payable $ 201 $ 556 Property and equipment in accounts payable $ - $ 11 Supplemental disclosure information for cash flow Cash paid during the period for: Interest $ 1,685 $ 1,350 Income taxes $ 78 $ 43 |
Note 7 - Intangible Assets an_2
Note 7 - Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, December 31, 2023 2022 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Technology platform $ 6,900 2,255 $ 9,765 4,354 Purchased and developed software 5,284 3,405 4,682 3,375 In-Process internally developed software platform 6,080 - 4,074 - Customer relationships 13,910 3,054 15,000 2,849 Trademarks and trade names 1,260 660 1,600 808 Noncompete 30 28 30 13 Total amortizable intangible assets 33,464 9,402 35,151 11,399 Accumulated amortization 9,402 11,399 Net book value of amortizable intangible assets $ 24,062 $ 23,752 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated Future Year ending December 31, Amortization 2024 $ 3,411 2025 3,490 2026 2,850 2027 2,458 2028 2,434 Thereafter 9,419 Total $ 24,062 Intangible assets include the following and are being amortized over their estimated useful lives as follows: |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Amortization Period: Acquired Intangible Asset: (years) Technology platform and patents 7 - 10 Purchased and developed software 3 - 5 Trade names 3 - 5 Customer relationships 3 - 15 Noncompete 2 |
Note 8 - Loans Payable (Tables)
Note 8 - Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | As of December 31, 2023 Issuance Maturity Interest Rate Debt Type Date Principal Date Warrants Information A 2/17/2022 $ 10,000 2/15/2025 833,334 8.0% interest (1) B 2/17/2022 5,147 2/15/2025 898,165 10.0% interest (2) Total debt, gross $ 15,147 1,731,499 Debt discount (1,628 ) Total debt, net $ 13,519 Less current maturities (3,690 ) Long term debt $ 9,829 As of December 31, 2022 Issuance Maturity Interest Rate Debt Type Date Principal Date Warrants Information A 2/17/2022 $ 10,000 2/15/2025 833,334 8.0% interest (1) B 2/17/2022 7,185 2/15/2025 898,165 10.0% interest (2) C 2/17/2022 1,456 2/17/2024 - 0.59% 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, gross $ 17,572 Less current maturities (4,499 ) Total debt, net $ 13,073 |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year ended December 31, 2023 2022 Tax provision summary: State income tax $ 39 $ 51 Deferred tax expense - federal 9 30 Deferred tax expense (benefit) – state 35 (2 ) Tax expense $ 83 $ 79 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2023 2022 Federal statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 1.28 % (2.02 )% Foreign rate differential 1.05 % (2.51 )% Fair value of Warrant Liability/Contingent Consideration (6.48 )% (79.66 )% Discrete items, Transaction items, and Other (2.13 )% (2.37 )% Changes in valuation allowance (16.53 )% 69.60 % Effective tax rate (1.81 )% 4.04 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2023 2022 Deferred tax assets (liabilities): Reserves $ 249 $ 472 Property and equipment 57 165 Accrued expenses 514 593 Right-of-use Asset (254 ) (253 ) Right-of-use Liability 254 253 IRC 163(j) Interest Carryforward 704 18 Debt issuance costs 135 286 Non-qualified stock options 1,708 1,469 IRC Section 174 593 196 R&D credits 2,312 2,312 Net foreign carryforwards 3,753 3,664 US net operating loss and contribution carryforwards 38,010 37,953 Intangibles (3,818 ) (3,737 ) Total deferred tax liabilities, net 44,217 43,391 Valuation allowance (44,290 ) (43,419 ) Net deferred tax liabilities $ (73 ) $ (28 ) |
Note 11 - Warrants (Tables)
Note 11 - Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Year Ended December 31, 2023 Warrants (Equity) Weighted Weighted Average Average Exercise Remaining Amount Price Contractual Life Balance January 1, 2023 5,824,027 $ 6.56 4.21 Warrants expired (1,237,025 ) 12.70 - Balance December 31, 2023 4,587,002 $ 4.90 4.11 Year Ended December 31, 2022 Warrants (Equity) Weighted Weighted Average Average Exercise Remaining Amount Price Contractual Life Balance January 1, 2022 1,367,737 $ 13.44 1.73 Warrants issued 1,950,502 4.60 5.00 Warrants exercised (1,950,502 ) 4.60 4.86 Warrants expired (130,712 ) 10.44 - Warrants reclassified 4,587,002 4.90 4.73 Balance December 31, 2022 5,824,027 $ 6.56 4.21 |
Note 12 - Stock-based Compens_2
Note 12 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | 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 6.63 $ 7.42 566,673 $ 7.42 8.01+ 96,125 2.03 25.22 96,125 25.22 662,798 5.96 $ 10.00 662,798 $ 10.00 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 6.42 $ 7.59 240,000 $ 7.59 Weighted Average Weighted Weighted Remaining Average Average Range of Exercise Number Contractual Exercise Options Exercise Prices between Outstanding Life Price Exercisable Price $0.01 - $4.00 733,334 1.13 $ 3.00 - $ - |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Market Vesting Options Time Vesting Options Performance Vesting 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 Granted 100,000 3.00 - - - - Forfeited or expired - - (112 ) 162.00 - - Balance, December 31, 2023 733,334 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 Targets 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 83,334 83,334 333,334 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 % Risk-free interest rate 1.60 % Expected term (in years) 6.25 Expected price volatility 97.78 % Dividend yield 0 % Risk-free interest rate 0.66 % Expected term (in years) 6.25 Expected price volatility 89.18 % Dividend yield 0 % |
Note 14 - Leases (Tables)
Note 14 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Classification of Operating and Financing Lease Assets and Obligations [Table Text Block] | Year Ended December 31, 2023 2022 Assets Operating lease assets Operating lease right-of-use assets $ 1,041 $ 1,584 Finance lease assets Property and equipment, net 146 - Total leased assets $ 1,187 $ 1,584 Liabilities Short-term: Operating lease obligation Current maturities of operating leases $ 505 $ 711 Finance lease obligation Accrued expenses and other current liabilities 42 - Long-term Operating lease obligation Long-term obligations under operating leases 536 873 Finance lease obligation Other non-current liabilities 104 - Total lease obligations $ 1,187 $ 1,584 |
Lease, Cost [Table Text Block] | Year Ended December 31, 2023 2022 Operating lease expense: Operating lease expense $ 753 $ 579 Finance lease expense: Amortization of right-of-use assets 23 - Interest on lease obligations 5 - Total lease expense $ 781 $ 579 Year Ended December 31, 2023 Weighted average remaining lease term (years) Operating leases 2.6 Finance leases 3.4 Weighted average discount rate Operating leases 10.0 % Finance leases 5.7 % |
Lessee, Operating Leases and Finance Leases Maturity [Table Text Block] | Operating Finance Total Leases Leases Leases 2024 $ 536 $ 49 $ 585 2025 451 48 499 2026 111 44 155 2027 105 19 124 Total undiscounted cash flows $ 1,203 $ 160 $ 1,363 Less imputed interest (162 ) (14 ) (176 ) Present value of lease liabilities $ 1,041 $ 146 $ 1,187 |
Supplemental Cash Flow Information Related to Leases [Table Text Block] | Year Ended Year Ended December 31, December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating leases $ 753 $ 597 Operating cash flows paid for finance leases $ 5 $ - Financing cash flows paid for finance leases $ 23 $ - Right-of-use assets obtained in exchange for new finance lease liabilities $ 169 $ - |
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 | 12 Months Ended | 17 Months Ended | |||||||
Aug. 17, 2023 USD ($) $ / shares shares | Mar. 27, 2023 $ / shares shares | Sep. 30, 2023 USD ($) | Mar. 31, 2023 | Aug. 31, 2020 | Sep. 30, 2018 | Mar. 31, 2023 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Feb. 17, 2025 USD ($) | Mar. 26, 2023 shares | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 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 | |||||||
Proceeds from Issuance of Common Stock | $ 5,454 | $ 0 | |||||||||
Retained Earnings (Accumulated Deficit) | (53,346) | (50,409) | |||||||||
Working Capital | (1,587) | ||||||||||
Debt, Current | 3,690 | ||||||||||
Cash and Cash Equivalents, at Carrying Value | 2,910 | 1,633 | |||||||||
Operating Income (Loss) | 1,346 | (2,480) | |||||||||
Net Cash Provided by (Used in) Operating Activities | 5,167 | $ (708) | |||||||||
Forecast [Member] | |||||||||||
Business Combination, Contingent Consideration, Liability | $ 11,208 | ||||||||||
Amended Term Loan 2023 [Member] | |||||||||||
Debt Instrument, Periodic Payment | $ 370 | ||||||||||
Amended Term Loan 2023 [Member] | Forecast [Member] | |||||||||||
Debt Instrument, Repaid, Principal | $ 4,037 | ||||||||||
Acquisition Term Loan [Member] | |||||||||||
Debt Instrument, Face Amount | $ 10,000 | ||||||||||
Public Offering [Member] | |||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | ||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 3,000,000 | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 2 | ||||||||||
Proceeds from Issuance of Common Stock | $ 5,454 | ||||||||||
Public Offering [Member] | Underwiring Fees [Member] | |||||||||||
Payments of Stock Issuance Costs | 478 | ||||||||||
Public Offering [Member] | Offering Costs [Member] | |||||||||||
Payments of Stock Issuance Costs | $ 68 | ||||||||||
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Valuation Reserves | $ 160 | $ 1,777 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 6,223,134 | 7,360,271 |
Unrecognized Tax Benefits, Ending Balance | $ 0 | $ 0 |
Depreciation, Total | 166 | 131 |
Property, Plant and Equipment, Disposals | 150 | 0 |
Capitalized Computer Software, Additions | 3,366 | $ 4,444 |
Capitalized Computer Software, Amortization Period (Year) | 3 years | |
Safe Space Solutions [Member] | ||
Inventory Write-down | $ 1,707 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Balance | $ 984 | $ 620 |
Amounts accrued | 153 | 398 |
Write-offs charged against the allowance | (436) | (34) |
Balance | $ 701 | $ 984 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Raw materials | $ 2,063 | $ 1,671 |
Work-in-process | 504 | 596 |
Total inventories | $ 2,567 | $ 2,267 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Gross property and equipment | $ 972 | $ 658 |
Less: accumulated depreciation and amortization | (473) | (457) |
Net property and equipment | 499 | 201 |
Equipment [Member] | ||
Gross property and equipment | 334 | 138 |
Leasehold Improvements [Member] | ||
Gross property and equipment | 298 | 197 |
Furniture and Fixtures [Member] | ||
Gross property and equipment | 205 | 199 |
Property, Plant and Equipment, Other Types [Member] | ||
Gross property and equipment | $ 135 | $ 124 |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | Dec. 31, 2023 |
Equipment [Member] | Minimum [Member] | |
Useful lives (Year) | 3 years |
Equipment [Member] | Maximum [Member] | |
Useful lives (Year) | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Useful lives (Year) | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Useful lives (Year) | 5 years |
Note 4 - Revenue Recognition (D
Note 4 - Revenue Recognition (Details Textual) | 12 Months Ended |
Dec. 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) | 1 day |
Revenue Recognition, Commission Percentage on Revenue | 30% |
Media [Member] | Maximum [Member] | |
Revenue Recognition, Contract Term (Month) | 8 years |
Revenue Recognition, Commission Percentage on Revenue | 40% |
Note 4 - Revenue Recognition -
Note 4 - Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total sales | $ 45,166 | $ 43,350 |
Hardware [Member] | ||
Total sales | 20,303 | 19,895 |
Managed Services [Member] | ||
Total sales | 15,916 | 14,320 |
Installation Services [Member] | ||
Total sales | 4,892 | 5,693 |
Other Services [Member] | ||
Total sales | 4,055 | 3,442 |
Service [Member] | ||
Total sales | $ 24,863 | $ 23,455 |
Note 5 - Business Combination_2
Note 5 - Business Combination (Details Textual) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Feb. 17, 2024 $ / shares shares | Mar. 27, 2023 | Mar. 23, 2023 | Feb. 11, 2023 USD ($) | Dec. 31, 2022 $ / shares | Feb. 17, 2022 USD ($) $ / shares shares | Nov. 12, 2021 USD ($) $ / shares shares | Mar. 31, 2023 | Aug. 31, 2020 | Sep. 30, 2018 | Mar. 31, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Feb. 17, 2023 $ / shares | ||
Business Acquisition, Extension Option, Minimum Extension Threshold Price, Increase in Price (in dollars per share) | $ 1 | ||||||||||||||
Secured Promissory Note [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.60% | 0.59% | |||||||||||||
Debt Instrument, Periodic Payment, Principal | $ | $ 104 | $ 104 | |||||||||||||
Reverse Stock Split [Member] | |||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 3 | 3 | 3 | 30 | 3 | ||||||||||
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) | $ 6 | ||||||||||||||
Business Acquisition, Contingent Consideration, Maximum Share Price (in dollars per share) | $ 6.4 | ||||||||||||||
Business Acquisition, Contingent Consideration, Threshold Number of Billable Devices Online | 85,000 | 85,000 | 85,000 | ||||||||||||
Business Combination, Contingent Consideration, Billable Devices Online, Maximum Share Price (in dollars per share) | $ 19.2 | $ 21.6 | $ 19.2 | ||||||||||||
Business Combination, Contingent Consideration, Billable Devices Online, Reduction in Share Price (in dollars per share) | $ 2.4 | ||||||||||||||
Business Acquisition, Extension Option, Minimum Extension Threshold Price Percentage | 70% | ||||||||||||||
Business Acquisition, Extension Option, Minimum Extension Threshold Price Percentage, Increase in Price | 80% | ||||||||||||||
Business Combination, Consideration Transferred, Deposit Previously Paid | $ | $ 818 | $ 818 | [2] | ||||||||||||
Business Combination, Acquisition Related Costs | $ | $ 444 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | $ | 96 | $ 96 | |||||||||||||
Reflect Systems, Inc. [Member] | Retention Bonus Plan [Member] | |||||||||||||||
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | $ | $ 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% | ||||||||||||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage to be Paid, Year Two | 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% | ||||||||||||||
Deferred Compensation Arrangement with Individual, Percentage of Shares to be Issued, Year Two | 25% | ||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 6 | $ 2.22 | |||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | shares | 62,475 | ||||||||||||||
Reflect Systems, Inc. [Member] | Retention Bonus Plan [Member] | Subsequent Event [Member] | |||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 3.29 | ||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | shares | 37,632 | ||||||||||||||
Reflect Systems, Inc. [Member] | Reverse Stock Split [Member] | |||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 3 | ||||||||||||||
Reflect Systems, Inc. [Member] | Maximum [Member] | |||||||||||||||
Business Acquisition, Contingent Consideration, Maximum Share Price (in dollars per share) | $ 6.4 | ||||||||||||||
Business Combination, Contingent Consideration, Billable Devices Online, Maximum Share Price (in dollars per share) | $ 7.2 | ||||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 10 years | ||||||||||||||
Reflect Systems, Inc. [Member] | Minimum [Member] | |||||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 2 years | ||||||||||||||
[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 | 12 Months Ended | |||
Nov. 12, 2021 | Dec. 31, 2023 | |||
Cash consideration for Reflect stock | $ 16,166 | $ 16,664 | [1] | |
Common stock issued to Reflect shareholders | [2] | 4,667 | ||
Total consideration | 36,360 | |||
Vendor deposit with the Company | $ 818 | 818 | [3] | |
Cash acquired | [4] | 812 | ||
Net consideration transferred | 34,730 | |||
Contingent Consideration [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 $6.40 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. The Company has recorded contingent liabilities related to the Guaranteed Consideration to reflect the Company's 1-for-3 reverse stock split that occurred on March 23, 2023.[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 continued to make monthly principal payments of $104, and the annual interest rate on the outstanding principal increased from 0.59% to 4.60%, which will accrue and is payable in full on the new maturity date.[7]Cash consideration utilized to fund the Retention Bonus Plan per Merger Agreement.[8]Company common stock issued to fund initial issuances under the Retention Bonus Plan per Merger Agreement. |
Note 5 - Business Combination_3
Note 5 - Business Combination - Components of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Capitalized software in accounts payable | $ 201 | $ 556 |
Property and equipment in accounts payable | 0 | 11 |
Interest | 1,685 | 1,350 |
Income taxes | $ 78 | $ 43 |
Note 7 - Intangible Assets an_3
Note 7 - Intangible Assets and Goodwill (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Amortization of Intangible Assets | $ 3,055 | $ 2,702 | |
Public Offering [Member] | |||
Stock Issued During Period, Shares, New Issues (in shares) | 3,000,000 | ||
Trade Names [Member] | |||
Impairment of Intangible Assets, Finite-Lived | 340 | ||
Customer Lists [Member] | |||
Impairment of Intangible Assets, Finite-Lived | 1,090 | ||
Technology-Based Intangible Assets [Member] | |||
Impairment of Intangible Assets, Finite-Lived | 2,864 | ||
Capitalized Software [Member] | |||
Impairment of Intangible Assets, Finite-Lived | $ 758 |
Note 7 - Intangible Assets, Inc
Note 7 - Intangible Assets, Including Goodwill - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Gross | $ 33,464 | $ 35,151 |
Finite-Lived Intangible Assets, Accumulated Amortization | 9,402 | 11,399 |
Total | 24,062 | 23,752 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets, Gross | 6,900 | 9,765 |
Finite-Lived Intangible Assets, Accumulated Amortization | 2,255 | 4,354 |
Purchased and Developed Software [Member] | ||
Finite-Lived Intangible Assets, Gross | 5,284 | 4,682 |
Finite-Lived Intangible Assets, Accumulated Amortization | 3,405 | 3,375 |
In-process Internally Developed Software Platform [Member] | ||
Finite-Lived Intangible Assets, Gross | 6,080 | 4,074 |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | 0 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets, Gross | 13,910 | 15,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | 3,054 | 2,849 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets, Gross | 1,260 | 1,600 |
Finite-Lived Intangible Assets, Accumulated Amortization | 660 | 808 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets, Gross | 30 | 30 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 28 | $ 13 |
Note 7 - Intangible Assets an_4
Note 7 - Intangible Assets and Goodwill - Estimated Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
2024 | $ 3,411 | |
2025 | 3,490 | |
2026 | 2,850 | |
2027 | 2,458 | |
2028 | 2,434 | |
Thereafter | 9,419 | |
Total | $ 24,062 | $ 23,752 |
Note 7 - Intangible Assets an_5
Note 7 - Intangible Assets and Goodwill - Schedule of Acquired Finite-lived Intangible Assets (Details) | Dec. 31, 2023 |
Technology-Based Intangible Assets [Member] | Minimum [Member] | |
Useful Life (Year) | 7 years |
Technology-Based Intangible Assets [Member] | Maximum [Member] | |
Useful Life (Year) | 10 years |
Purchased and Developed Software [Member] | Minimum [Member] | |
Useful Life (Year) | 3 years |
Purchased and Developed Software [Member] | Maximum [Member] | |
Useful Life (Year) | 5 years |
Trademarks [Member] | Minimum [Member] | |
Useful Life (Year) | 3 years |
Trademarks [Member] | Maximum [Member] | |
Useful Life (Year) | 5 years |
Customer Relationships [Member] | Minimum [Member] | |
Useful Life (Year) | 3 years |
Customer Relationships [Member] | Maximum [Member] | |
Useful Life (Year) | 15 years |
Noncompete Agreements [Member] | |
Useful Life (Year) | 2 years |
Note 8 - Loans Payable (Details
Note 8 - Loans Payable (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Dec. 15, 2023 | Feb. 11, 2023 | Oct. 31, 2022 | Feb. 17, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lender Warrant [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 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 | ||||||
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, Face Amount | $ 10,000 | ||||||
Debt Instrument, Unamortized Discount, Total | 2,032 | ||||||
Consolidated Term Loan [Member] | |||||||
Debt Instrument, Interest Rate, Cash Interest | 10% | ||||||
Interest Expense, Debt | 1,443 | $ 1,268 | |||||
Seller Note [Member] | |||||||
Debt Instrument, Interest Rate, Cash Interest | 0.59% | ||||||
Seller Note [Member] | Minimum [Member] | |||||||
Debt Instrument, Interest Rate, Cash Interest | 0.59% | ||||||
Seller Note [Member] | Maximum [Member] | |||||||
Debt Instrument, Interest Rate, Cash Interest | 4.60% | ||||||
Term Loan with Related Party [Member] | |||||||
Debt Instrument, Interest Rate, Cash Interest | 12.50% | ||||||
Secured Promissory Note [Member] | |||||||
Debt Instrument, Face Amount | $ 2,500 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.60% | 0.59% | |||||
Debt Instrument, Periodic Payment | $ 110 | $ 104 | $ 104 | ||||
Cash Merger, Consideration Payable, Reduced Amount | 242 | ||||||
Employee Retention and Other Government Credits | 242 | ||||||
Secured Promissory Note [Member] | Maximum [Member] | Reflect Systems, Inc. [Member] | |||||||
Receivables from Customers | $ 27 | ||||||
Senior Secured Term Loan [Member] | |||||||
Debt Instrument, Face Amount | $ 4,767 | ||||||
Secured Convertible Loan [Member] | |||||||
Debt Instrument, Face Amount | 2,418 | ||||||
Consolidation Term Loan [Member] | |||||||
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 | ||||||
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total debt, gross | $ 15,147 | $ 20,641 | |
Warrants (in shares) | 1,731,499 | 1,731,499 | |
Debt discount | $ (1,628) | $ (3,069) | |
Total debt, net | (13,519) | (17,572) | |
Less current maturities | (3,690) | (4,499) | |
Long term debt | 9,829 | 13,073 | |
Total debt, net | $ 13,519 | $ 17,572 | |
Acquisition Term Loan [Member] | |||
Issuance Date | Feb. 17, 2022 | Feb. 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 | Feb. 17, 2022 | |
Total debt, gross | $ 5,147 | $ 7,185 | |
Maturity Date | Feb. 15, 2025 | Feb. 15, 2025 | |
Warrants (in shares) | 898,165 | 898,165 | |
Maturity Date | Feb. 15, 2025 | Feb. 15, 2025 | |
Consolidation Term Loan [Member] | |||
Issuance Date | Feb. 17, 2022 | ||
Total debt, gross | $ 1,456 | ||
Maturity Date | Feb. 17, 2025 | ||
Warrants (in shares) | 0 | ||
Interest Rate | 10% | ||
Maturity Date | Feb. 17, 2025 | ||
Interest Rate | 10% | ||
Term Loan with Related Party [Member] | |||
Issuance Date | Oct. 31, 2022 | ||
Total debt, gross | $ 2,000 | ||
Maturity Date | Sep. 01, 2023 | ||
Warrants (in shares) | 0 | ||
Maturity Date | 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 | Dec. 31, 2023 | Dec. 31, 2022 |
Unrecognized Tax Benefits, Ending Balance | $ 0 | $ 0 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | |
Operating Loss Carryforwards, Indefinite Carryforward | $ 13,808 |
Note 10 - Income Taxes - Income
Note 10 - Income Taxes - Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
State income tax | $ 39 | $ 51 |
Deferred tax expense - federal | 9 | 30 |
Deferred tax expense (benefit) – state | 35 | (2) |
Tax expense | $ 83 | $ 79 |
Note 10 - Income Taxes - Reconc
Note 10 - Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal statutory rate | 21% | 21% |
State taxes, net of federal benefit | 1.28% | (2.02%) |
Foreign rate differential | 1.05% | (2.51%) |
Fair value of Warrant Liability/Contingent Consideration | (6.48%) | (79.66%) |
Discrete items, Transaction items, and Other | (2.13%) | (2.37%) |
Changes in valuation allowance | (16.53%) | 69.60% |
Effective tax rate | (1.81%) | 4.04% |
Note 10 - Income Taxes - Deferr
Note 10 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Reserves | $ 249 | $ 472 |
Property and equipment | 57 | 165 |
Accrued expenses | 514 | 593 |
Right-of-use Asset | (254) | (253) |
Right-of-use Liability | 254 | 253 |
IRC 163(j) Interest Carryforward | 704 | 18 |
Debt issuance costs | 135 | 286 |
Non-qualified stock options | 1,708 | 1,469 |
IRC Section 174 | 593 | 196 |
R&D credits | 2,312 | 2,312 |
Net foreign carryforwards | 3,753 | 3,664 |
US net operating loss and contribution carryforwards | 38,010 | 37,953 |
Intangibles | (3,818) | (3,737) |
Total deferred tax liabilities, net | 44,217 | 43,391 |
Valuation allowance | (44,290) | (43,419) |
Net deferred tax liabilities | $ (73) | $ (28) |
Note 11 - Warrants (Details Tex
Note 11 - Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Jun. 30, 2022 | Feb. 17, 2022 | Feb. 03, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 27, 2023 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Additional Paid in Capital, Total | $ 82,073 | $ 75,916 | ||||
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) | $ 1.2057 | $ 3.2781 | ||||
Fair Value Adjustment of Warrants | $ 4,950 | |||||
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 | |||||
Warrants and Rights Outstanding, Term (Year) | 5 years | 5 years | ||||
Class of Warrant or Right, Fair Value Per Warrant (in dollars per share) | $ 1.1097 | $ 2.4387 | ||||
Fair Value Adjustment of Warrants | $ (2,302) | |||||
Debt Instrument, Unamortized Discount, Increase | $ 4,223 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 6 | |||||
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) | $ 1.2051 | $ 2.5968 | ||||
Fair Value Adjustment of Warrants | $ 650 | |||||
Class of Warrant or Right, Waiver Fee | $ 175 | |||||
Class of Warrant or Right, Stated Price Per Share (in dollars per share) | $ 0.375 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 4.23 | |||||
Warrant Issuance Expense | $ 1,211 | $ 0 | 1,212 | |||
Class of Warrant or Right, Outstanding (in shares) | 466,667 | |||||
Amendment to Warrants [Member] | ||||||
Fair Value Adjustment of Warrants | 345 | |||||
Amendment to Warrants [Member] | Reclassified From Noncurrent Liabilities to Additional Paid-in-capital [Member] | ||||||
Additional Paid in Capital, Total | $ 5,709 | |||||
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) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants Classified as Liability [Member] | |||
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) | 4 years 1 month 9 days | 4 years 2 months 15 days | |
Warrants expired, warrants (in shares) | (1,237,025) | ||
Warrants expired, warrants, weighted average exercise price (in dollars per share) | $ 12.7 | ||
Balance, warrants (in shares) | 4,587,002 | 5,824,027 | |
Balance, warrants, weighted average exercise price (in dollars per share) | $ 4.9 | $ 6.56 | |
Warrants Classified as Equity [Member] | |||
Balance, warrants (in shares) | 5,824,027 | 1,367,737 | |
Balance, warrants, weighted average exercise price (in dollars per share) | $ 6.56 | $ 13.44 | |
Balance, warrants, weighted average remaining contractual life (Year) | 4 years 2 months 15 days | 1 year 8 months 23 days | |
Warrants expired, warrants (in shares) | (130,712) | ||
Warrants expired, warrants, weighted average exercise price (in dollars per share) | $ 10.44 | ||
Balance, warrants (in shares) | 5,824,027 | 1,367,737 | |
Balance, warrants, weighted average exercise price (in dollars per share) | $ 6.56 | $ 13.44 | |
Warrants issued, warrants (in shares) | 1,950,502 | ||
Warrants issued, warrants, weighted average exercise price (in dollars per share) | $ 4.6 | ||
Warrants exercised, warrants (in shares) | (1,950,502) | ||
Warrants exercised, warrants, weighted average exercise price (in dollars per share) | $ 4.6 | ||
Warrants exercised, warrants, weighted average remaining contractual life (Year) | 4 years 10 months 9 days | ||
Warrants reclassified, warrants (in shares) | 4,587,002 | ||
Warrants reclassified, warrants, weighted average exercise price (in dollars per share) | $ 4.9 | ||
Warrants reclassified, warrants, weighted average remaining contractual life (Year) | 4 years 8 months 23 days |
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 | ||||||||||
Mar. 27, 2023 | Jun. 15, 2022 USD ($) $ / shares shares | Nov. 17, 2021 $ / shares shares | Jun. 01, 2020 $ / shares shares | Mar. 31, 2023 | Aug. 31, 2020 shares | Sep. 30, 2018 shares | Mar. 31, 2023 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Jul. 10, 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 1 month 6 days | ||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | $ | $ 55 | $ 100 | |||||||||||
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, Number of Shares Authorized (in shares) | 2,000,000 | 2,000,000 | 600,000 | 6,000,000 | 18,000,000 | 7,390,355 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | 1,632,242 | ||||||||||||
Stock Incentive Plan 2014 [Member] | Share-Based Payment Arrangement, Employee [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 526,667 | ||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options,Vested in Period, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 7.59 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 5.61 | ||||||||||||
Amended and Restated 2006 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Employee [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 573,334 | ||||||||||||
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 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | 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, Ending Balance (in shares) | 106,667 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 7.59 | ||||||||||||
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, Ending Balance (in shares) | 53,334 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 7.59 | ||||||||||||
Non-officer Directors [Member] | Stock Incentive Plan 2014 [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 85,000 | ||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 6.63 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 5.23 | ||||||||||||
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] | Share-Based Payment Arrangement, Employee [Member] | General and Administrative Expense [Member] | |||||||||||||
Share-Based Payment Arrangement, Expense | $ | $ 383 | $ 1,689 | |||||||||||
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Nonemployee [Member] | General and Administrative Expense [Member] | |||||||||||||
Share-Based Payment Arrangement, Expense | $ | 150 | $ 198 | |||||||||||
Share-Based Payment Arrangement, Option [Member] | Stock Incentive Plan 2014 [Member] | Share-Based Payment Arrangement, Employee [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] | 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] | 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] | 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, Award Vesting Period (Year) | 3 years | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | Non-officer Directors [Member] | Stock Incentive Plan 2014 [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | Non-officer Directors [Member] | Stock Incentive Plan 2014 [Member] | Vesting Immediately [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | Non-officer Directors [Member] | Stock Incentive Plan 2014 [Member] | Vesting at First Anniversary of Grant Date [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | Non-officer Directors [Member] | Stock Incentive Plan 2014 [Member] | Vesting at Second Anniversary of Grant Date [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||||||||||
New Options [Member] | Stock Incentive Plan 2014 [Member] | |||||||||||||
Share-Based Payment Arrangement, Expense | $ | 13 | ||||||||||||
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, Grants in Period, Gross (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, Expiration Period (Year) | 10 years | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 200,000 | ||||||||||||
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] | 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 | $ | 0 | $ 100 | |||||||||||
Time Vesting Awards [Member] | Share-Based Payment Arrangement, Nonemployee [Member] | |||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 0 |
Note 12 - Stock-based Compens_4
Note 12 - Stock-based Compensation - Summary of Outstanding Options (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Time Vesting Options [Member] | |
Shares Outstanding (in shares) | shares | 662,798 |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 5 years 11 months 15 days |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 10 |
Shares Exercisable (in shares) | shares | 662,798 |
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 10 |
Time Vesting Options [Member] | Range One [Member] | |
Lower Range Limit (in dollars per share) | $ 4.01 |
Shares Outstanding (in shares) | shares | 566,673 |
Upper Range Limit (in dollars per share) | $ 8 |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 6 years 7 months 17 days |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 7.42 |
Shares Exercisable (in shares) | shares | 566,673 |
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 7.42 |
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 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 Options [Member] | |
Lower Range Limit (in dollars per share) | $ 4.01 |
Shares Outstanding (in shares) | shares | 240,000 |
Upper Range Limit (in dollars per share) | $ 8 |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 6 years 5 months 1 day |
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] | Range One [Member] | |
Lower Range Limit (in dollars per share) | $ 0.01 |
Shares Outstanding (in shares) | shares | 733,334 |
Upper Range Limit (in dollars per share) | $ 4 |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 1 year 1 month 17 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) | 12 Months Ended |
Dec. 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 |
Granted, Number (in shares) | shares | 100,000 |
Granted, 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 | 733,334 |
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 |
Granted, Number (in shares) | shares | 0 |
Granted, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0 |
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 |
Granted, Number (in shares) | shares | 0 |
Granted, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0 |
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) | 83,334 |
Chief Executive Officer [Member] | Vesting at Guaranteed Price [Member] | |
Options expected to vest (in shares) | 83,334 |
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] | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement, Employee [Member] | |
Risk-free interest rate | 0.66% |
Expected term (in years) (Year) | 6 years 3 months |
Expected price volatility | 89.18% |
Dividend yield | 0% |
Non-officer Directors [Member] | |
Risk-free interest rate | 1.60% |
Expected term (in years) (Year) | 6 years 3 months |
Expected price volatility | 97.78% |
Dividend yield | 0% |
New Options [Member] | |
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 - Segment Information_2
Note 13 - Segment Information and Significant Customers/Vendors (Details Textual) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Reportable Segments | 1 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Number of Major Customers | 0 | 3 |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Three Customers [Member] | ||
Concentration Risk, Percentage | 44% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Number of Major Customers | 2 | 3 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Three Customers [Member] | ||
Concentration Risk, Percentage | 49% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Two Customers [Member] | ||
Concentration Risk, Percentage | 50% | |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | ||
Number of Major Vendors | 1 | 1 |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | One Vendor [Member] | ||
Concentration Risk, Percentage | 38% | 30% |
Note 14 - Leases - Classificati
Note 14 - Leases - Classification of Operating and Finance Lease Assets and Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating lease right-of-use assets | $ 1,041 | $ 1,584 |
Total leased assets | 1,187 | 1,584 |
Present value of lease liabilities, operating leases | 1,041 | |
Present value of lease liabilities, finance leases | 146 | |
Total lease obligations | 1,187 | 1,584 |
Operating Lease Right-of-Use Asset [Member] | ||
Operating lease right-of-use assets | 1,041 | 1,584 |
Property and Equipment, net [Member] | ||
Finance lease assets | 146 | 0 |
Current Maturities of Operating Leases [Member] | ||
Present value of lease liabilities, operating leases | 505 | 711 |
Accrued Expenses and Other Current Liabilities [Member] | ||
Present value of lease liabilities, finance leases | 42 | 0 |
Long-term Obligations Under Operating Leases [Member] | ||
Present value of lease liabilities, operating leases | 536 | 873 |
Other Noncurrent Liabilities [Member] | ||
Present value of lease liabilities, finance leases | $ 104 | $ 0 |
Note 14 - Leases - Schedule of
Note 14 - Leases - Schedule of Classification of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating lease expense | $ 753 | $ 579 |
Amortization of right-of-use assets | 23 | 0 |
Interest on lease obligations | 5 | 0 |
Total lease expense | $ 781 | $ 579 |
Operating leases (Year) | 2 years 7 months 6 days | |
Finance leases (Year) | 3 years 4 months 24 days | |
Operating leases | 10% | |
Finance leases | 5.70% |
Note 14 - Leases - Maturities o
Note 14 - Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
2024, operating leases | $ 536 |
2024, finance leases | 49 |
2024, total | 585 |
2025, operating leases | 451 |
2025, finance leases | 48 |
2025, total | 499 |
2026, operating leases | 111 |
2026, finance leases | 44 |
2026, total | 155 |
2027, operating leases | 105 |
2027, finance leases | 19 |
2027, total | 124 |
Total undiscounted cash flows, operating leases | 1,203 |
Total undiscounted cash flows, finance leases | 160 |
Total undiscounted cash flows, total | 1,363 |
Less imputed interest, operating leases | (162) |
Less imputed interest, finance leases | (14) |
Less imputed interest, total | (176) |
Present value of lease liabilities, operating leases | 1,041 |
Present value of lease liabilities, finance leases | 146 |
Present value of lease liabilities, total | $ 1,187 |
Note 14 - Leases - Supplemental
Note 14 - Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating cash flows paid for operating leases | $ 753 | $ 597 |
Operating cash flows paid for finance leases | 5 | 0 |
Financing cash flows paid for finance leases | 23 | 0 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 169 | $ 0 |
Note 15 - Profit-sharing Plan (
Note 15 - Profit-sharing Plan (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 01, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Contribution Plan, Cost | $ 253 | $ 142 | |
Pension Plan 401(K) [Member] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 15% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 50% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 6% | ||
Defined Contribution Plan, Employer Matching Contribution, Effective Percent of Match | 3% | ||
Registered Retirement Savings Plan [Member] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 18% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 50% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 6% | ||
Defined Contribution Plan, Employer Matching Contribution, Effective Percent of Match | 3% |