Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 29, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | ||||
Entity Central Index Key | 0001697851 | |||
Entity Registrant Name | Rekor Systems, Inc. | |||
Amendment Flag | false | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2022 | |||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Period End Date | Dec. 31, 2022 | |||
Document Transition Report | false | |||
Entity File Number | 001-38338 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Tax Identification Number | 81-5266334 | |||
Entity Address, Address Line One | 6721 Columbia Gateway Drive, Suite 400 | |||
Entity Address, City or Town | Columbia | |||
Entity Address, State or Province | MD | |||
Entity Address, Postal Zip Code | 21046 | |||
City Area Code | 410 | |||
Local Phone Number | 762-0800 | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |||
Trading Symbol | REKR | |||
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 | |||
Entity Shell Company | false | |||
Entity Public Float | $ 74,400,000 | |||
Entity Common Stock, Shares Outstanding | 61,120,612 | |||
Auditor Firm ID | 688 | 711 | ||
Auditor Name | Marcum LLP | Friedman LLP | ||
Auditor Location | East Hanover, NJ | East Hanover, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 1,924 | $ 25,796 |
Restricted cash and cash equivalents | 254 | 390 |
Accounts receivable, net | 3,238 | 953 |
Inventory | 1,986 | 1,176 |
Note receivable, current portion | 340 | 340 |
Other current assets, net | 1,202 | 1,374 |
Current assets of discontinued operations | 331 | 653 |
Total current assets | 9,275 | 30,682 |
Long-term assets | ||
Property and equipment, net | 16,733 | 9,741 |
Right-of-use lease assets, net | 9,662 | 6,117 |
Goodwill | 20,593 | 53,451 |
Intangible assets, net | 21,299 | 21,262 |
Note receivable, long-term | 822 | 1,020 |
SAFE investment | 2,005 | 1,250 |
Deposits | 3,451 | 1,978 |
Long-term assets of discontinued operations, net | 0 | 378 |
Total long-term assets | 74,565 | 95,197 |
Total assets | 83,840 | 125,879 |
Current liabilities | ||
Accounts payable and accrued expenses | 5,963 | 7,000 |
Notes payable, current portion | 1,000 | 998 |
Notes payable, related party | 1,000 | 0 |
Loans payable, current portion | 106 | 37 |
Lease liability, short-term | 1,069 | 214 |
Contract liabilities | 3,044 | 2,437 |
Other current liabilities | 2,772 | 2,432 |
Current liabilities of discontinued operations | 490 | 703 |
Total current liabilities | 15,444 | 13,821 |
Long-term liabilities | ||
Notes payable, long-term | 2,000 | 0 |
Loans payable, long-term | 349 | 37 |
Lease liability, long-term | 14,237 | 10,027 |
Contract liabilities, long-term | 1,005 | 835 |
Deferred tax liability | 52 | 38 |
Other long-term liabilities | 1,416 | 0 |
Long term liabilities of discontinued operations | 0 | 34 |
Total long-term liabilities | 19,059 | 10,971 |
Total liabilities | 34,503 | 24,792 |
Stockholders' equity | ||
Common stock, $0.0001 par value; authorized; 100,000,000 shares; issued: 54,446,602, shares at December 31, 2022 and 44,007,257 at December 31, 2021; outstanding: 54,405,080 shares at December 31, 2022 and 43,987,896 at December 31, 2021 | 5 | 4 |
Treasury stock - at cost, 41,522 and 19,361 shares as of December 31, 2022 and 2021, respectively | (417) | (319) |
Additional paid-in capital | 202,747 | 171,285 |
Accumulated deficit | (152,998) | (69,883) |
Total stockholders’ equity | 49,337 | 101,087 |
Total liabilities and stockholders’ equity | $ 83,840 | $ 125,879 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 54,446,602 | 44,007,257 |
Common stock, shares outstanding (in shares) | 54,405,080 | 43,987,896 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock, shares (in shares) | 41,522 | 19,361 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 505,000 | |
Preferred stock, shares designated (in shares) | 505,000 | 505,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 240,861 | |
Preferred stock, shares designated (in shares) | 240,861 | 240,861 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 19,920,000 | $ 11,575,000 |
Cost of revenue, excluding depreciation and amortization | 10,890,000 | 4,549,000 |
Operating expenses: | ||
General and administrative expenses | 26,612,000 | 23,006,000 |
Selling and marketing expenses | 8,329,000 | 4,474,000 |
Research and development expenses | 18,616,000 | 8,292,000 |
Goodwill impairment | 34,835,000 | 0 |
Depreciation and amortization | 6,422,000 | 3,088,000 |
Total operating expenses | 94,814,000 | 38,860,000 |
Loss from continuing operations | (85,784,000) | (31,834,000) |
Other income (expense): | ||
Interest expense, net | (21,000) | (27,000) |
Other expense, net | (1,279,000) | (90,000) |
Gain on sale of ATSE | 2,643,000 | 0 |
Gain on extinguishment of debt | 0 | 886,000 |
Total other income | 1,343,000 | 769,000 |
Loss before income taxes and equity method investments | (84,441,000) | (31,065,000) |
Income tax benefit | 987,000 | 3,819,000 |
Equity in loss of investee | 0 | (150,000) |
Net loss from continuing operations | (83,454,000) | (27,396,000) |
Net income from discontinued operations | 339,000 | 614,000 |
Net loss | $ (83,115,000) | $ (26,782,000) |
Loss per common share from continuing operations - basic and diluted (in dollars per share) | $ (1.68) | $ (0.67) |
Earnings per common share discontinued operations - basic and diluted (in dollars per share) | 0.01 | 0.01 |
Loss per common share - basic and diluted (in dollars per share) | $ (1.67) | $ (0.66) |
Weighted average shares outstanding | ||
Basic and diluted (in shares) | 49,807,475 | 41,164,564 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock Outstanding [Member] Conversion of Series A Preferred stock into Common Stock [Member] | Common Stock Outstanding [Member] Conversion of Series B Preferred Stock To Common Stock [Member] | Common Stock Outstanding [Member] | Treasury Stock [Member] Conversion of Series A Preferred stock into Common Stock [Member] | Treasury Stock [Member] Conversion of Series B Preferred Stock To Common Stock [Member] | Treasury Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] Conversion of Series A Preferred stock into Common Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] Conversion of Series B Preferred Stock To Common Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Additional Paid-in Capital [Member] Conversion of Series A Preferred stock into Common Stock [Member] | Additional Paid-in Capital [Member] Conversion of Series B Preferred Stock To Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] Conversion of Series A Preferred stock into Common Stock [Member] | Retained Earnings [Member] Conversion of Series B Preferred Stock To Common Stock [Member] | Retained Earnings [Member] | Conversion of Series A Preferred stock into Common Stock [Member] | Conversion of Series B Preferred Stock To Common Stock [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 33,013,271 | 0 | 240,861 | |||||||||||||||
Balance at Dec. 31, 2020 | $ 3 | $ 0 | $ 0 | $ 68,238 | $ (43,050) | $ 25,191 | ||||||||||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | 3,909 | 0 | 3,909 | ||||||||||||
Exercise of cashless warrants in exchange for common stock (in shares) | 62,921 | 0 | 0 | |||||||||||||||
Exercise of cashless warrants in exchange for common stock | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | ||||||||||||
Exercise of warrants in exchange for common stock (in shares) | 54,235 | 0 | 0 | |||||||||||||||
Exercise of warrants in exchange for common stock | $ 0 | $ 0 | $ 0 | 307 | 0 | 307 | ||||||||||||
Exercise of warrants related to series A preferred stock (in shares) | 99,793 | 0 | 0 | |||||||||||||||
Exercise of warrants related to series A preferred stock | $ 0 | $ 0 | $ 0 | 103 | 0 | 103 | ||||||||||||
Issuance of common stock (in shares) | 6,126,939 | 0 | 0 | |||||||||||||||
Issuance of common stock | $ 1 | $ 0 | $ 0 | 70,124 | 0 | 70,125 | ||||||||||||
Shares issued as part of the Waycare Acquisition (in shares) | 2,784,474 | 0 | 0 | |||||||||||||||
Shares issued as part of the Waycare Acquisition | $ 0 | $ 0 | $ 0 | 20,287 | 0 | 20,287 | ||||||||||||
Conversion of preferred stock (in shares) | 899,174 | 517,611 | 0 | 0 | 0 | (240,861) | ||||||||||||
Conversion of preferred stock | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 7,775 | $ 179 | $ 0 | $ 0 | $ 7,775 | $ 179 | ||||||
Issuance upon exercise of stock options (in shares) | 208,919 | 0 | 0 | |||||||||||||||
Issuance upon exercise of stock options | $ 0 | $ 0 | $ 0 | 464 | 0 | 464 | ||||||||||||
Issuance upon vesting of restricted stock units (in shares) | 239,920 | 0 | 0 | |||||||||||||||
Issuance upon vesting of restricted stock units | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | ||||||||||||
Shares withheld upon vesting of restricted stock units (in shares) | (19,361) | 19,361 | 0 | |||||||||||||||
Shares withheld upon vesting of restricted stock units | $ 0 | $ (319) | $ 0 | 0 | 0 | (319) | ||||||||||||
Preferred stock dividends | 0 | 0 | 0 | 0 | (51) | (51) | ||||||||||||
Accretion of Series A preferred stock | 0 | 0 | 0 | (101) | 0 | (101) | ||||||||||||
Net loss | $ 0 | $ 0 | $ 0 | 0 | (26,782) | (26,782) | ||||||||||||
Balance (in shares) at Dec. 31, 2021 | 43,987,896 | 19,361 | 0 | |||||||||||||||
Balance at Dec. 31, 2021 | $ 4 | $ (319) | $ 0 | 171,285 | (69,883) | 101,087 | ||||||||||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | 6,616 | 0 | 6,616 | ||||||||||||
Issuance of common stock (in shares) | 9,019,062 | 0 | 0 | |||||||||||||||
Issuance of common stock | $ 1 | $ 0 | $ 0 | 22,753 | 0 | 22,754 | ||||||||||||
Shares issued as part of the Waycare Acquisition (in shares) | 798,666 | 0 | 0 | |||||||||||||||
Shares issued as part of the Waycare Acquisition | $ 0 | $ 0 | $ 0 | 2,000 | 0 | 2,000 | ||||||||||||
Issuance upon exercise of stock options (in shares) | 99,970 | 0 | 0 | |||||||||||||||
Issuance upon exercise of stock options | $ 0 | $ 0 | $ 0 | 93 | 0 | 93 | ||||||||||||
Issuance upon vesting of restricted stock units (in shares) | 521,647 | 0 | 0 | |||||||||||||||
Issuance upon vesting of restricted stock units | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | ||||||||||||
Shares withheld upon vesting of restricted stock units (in shares) | (22,161) | 22,161 | 0 | |||||||||||||||
Shares withheld upon vesting of restricted stock units | $ 0 | $ (98) | $ 0 | 0 | 0 | (98) | ||||||||||||
Net loss | $ 0 | $ 0 | $ 0 | 0 | (83,115) | (83,115) | ||||||||||||
Balance (in shares) at Dec. 31, 2022 | 54,405,080 | 41,522 | 0 | |||||||||||||||
Balance at Dec. 31, 2022 | $ 5 | $ (417) | $ 0 | $ 202,747 | $ (152,998) | $ 49,337 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss from continuing operations | $ (83,454,000) | $ (27,396,000) |
Net income from discontinued operations | 339,000 | 614,000 |
Net loss | (83,115,000) | (26,782,000) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Bad debt expense | 86,000 | 51,000 |
Depreciation | 2,359,000 | 626,000 |
Amortization of right-of-use lease asset | 362,000 | 290,000 |
Benefit for deferred taxes | (987,000) | (3,819,000) |
Share-based compensation | 6,616,000 | 3,909,000 |
Amortization of financing costs | 2,000 | 20,000 |
Amortization of intangible assets | 4,063,000 | 2,462,000 |
Goodwill impairment | 34,835,000 | 0 |
Gain on the sale of ATSE | (2,643,000) | 0 |
Gain due to the remeasurement of the STS Earnout and Contingent Consideration, net | (883,000) | 0 |
Loss due to change in value of equity investments | 0 | 150,000 |
Gain on extinguishment of debt | 0 | (886,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 729,000 | 299,000 |
Inventory | 209,000 | 65,000 |
Other current assets | 331,000 | (755,000) |
Deposits | (292,000) | (127,000) |
Accounts payable, accrued expenses and other current liabilities | (2,229,000) | 5,076,000 |
Contract liabilities | 587,000 | 1,152,000 |
Lease liability | 239,000 | (10,000) |
Net cash used in operating activities - continuing operations | (40,070,000) | (18,893,000) |
Net cash provided by operating activities - discontinued operations | 458,000 | 859,000 |
Net cash used in operating activities | (39,612,000) | (18,034,000) |
Cash Flows from Investing Activities: | ||
Cash paid for Waycare acquisition, net | 0 | (39,770,000) |
SAFE Investment | (755,000) | (1,250,000) |
Capital expenditures | (2,990,000) | (4,372,000) |
Down payment on capital expenditures | (1,181,000) | (1,851,000) |
Cash paid for STS acquisition, net | (6,389,000) | 0 |
Investment in unconsolidated company | 0 | (75,000) |
Net cash used in investing activities - continuing operations | (8,264,000) | (47,318,000) |
Net cash used in investing activities - discontinued operations | (125,000) | (48,000) |
Net cash used in investing activities | (8,389,000) | (47,366,000) |
Cash Flows from Financing Activities: | ||
Proceeds from the public offering | 0 | 70,125,000 |
Proceeds from related party notes | 1,000,000 | 0 |
Payment of notes payable | 0 | (28,000) |
Proceeds from notes receivable | 198,000 | 340,000 |
Net proceeds from the exercise of options | 93,000 | 464,000 |
Net proceeds from the exercise of warrants | 0 | 307,000 |
Repayments of loans payable | (79,000) | 0 |
Repurchases of common stock | (98,000) | (319,000) |
Net cash provided by financing activities | 23,868,000 | 70,992,000 |
Net (decrease) increase in cash, cash equivalents and restricted cash and cash equivalents - continuing operations | (24,466,000) | 4,781,000 |
Net increase in cash, cash equivalents and restricted cash and cash equivalents - discontinued operations | 333,000 | 811,000 |
Net (decrease) increase in cash, cash equivalents and restricted cash and cash equivalents | (24,133,000) | 5,592,000 |
Cash, cash equivalents and restricted cash and cash equivalents at beginning of the period | 26,601,000 | 21,009,000 |
Cash, cash equivalents and restricted cash and cash equivalents at end of the period | 2,468,000 | 26,601,000 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents at end of the period - continuing operations | 1,924,000 | 25,796,000 |
Restricted cash and cash equivalents at end of the period - continuing operations | 254,000 | 390,000 |
Cash and cash equivalents at end of the period - discontinued operations | 290,000 | 415,000 |
Cash, cash equivalents and restricted cash and cash equivalents at end of the period | 2,468,000 | 26,601,000 |
At-the-market Offering [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from the at-the-market agreement | 22,754,000 | 0 |
Warrants Associated with Series A Preferred Stock [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from the exercise of warrants | 0 | 103,000 |
ATSE [Member] | ||
Cash Flows from Investing Activities: | ||
Cash proceeds from the sale of ATSE | $ 3,051,000 | $ 0 |
Note 1 - Business and Significa
Note 1 - Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | NOTE 1 BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Rekor Systems, Inc. (“Rekor”) was formed in February 2017. On December 6, 2022, December 31, 2022, On June 17, 2022 , June 17, 2022, December 31, 2022. On August 18, 2021, August 18, 2021, December 31, 2022. Basis of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the accounting rules under Regulation S- X, Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the extensive use of management’s estimates. Management uses estimates and assumptions in preparing consolidated financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. On an ongoing basis, the Company evaluates its estimates, including those related to the collectability of accounts receivable, the fair value of intangible assets, the fair value of debt and equity instruments, income taxes and determination of standalone selling prices in contracts with customers that contain multiple performance obligations. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not may Reclassifications Certain amounts in the prior year's consolidated financial statements have been reclassified to conform to the current year's presentation. Amortization related to the Company's right-of-use assets is presented as part of general and administrative expenses on the consolidated statements of operations, whereas in prior periods these amounts were presented as part of depreciation and amortization on the consolidated statements of operations. Additionally, as of December 31, 2022, December 31, 2021, December 31, 2021, Going Concern For all annual and interim periods, management will assess going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one The Company has generated losses since its inception and has relied on cash on hand, external bank lines of credit, the sale of a note, proceeds from the sale of common stock, proceeds from the private sale of the Company’s non-core subsidiaries, proceeds from note receivables, debt financings and a public offering of its common stock to support cash flow from operations. The Company attributes losses to non-capital expenditures related to the scaling of existing products, development of new products and service offerings and marketing efforts associated with these products and services. As of and for the year ended December 31, 2022 ons of and a working capital deficit of . The Company's net cash position was decreased b y fo December 31, 2022 $83,454,000 . 2022 14 STOCKHOLDERS EQUITY 2022 The Company's ability to generate positive operating results and complete the execution of its business strategy will depend on (i) its ability to continue the growth of its technology business, (ii) the continued performance of its contractors, subcontractors and vendors, (iii) its ability to maintain and build good relationships with its lenders and financial intermediaries, (iv) its ability to maintain timely collections from existing customers, and (v) the stability of the world economy and global financial markets. To the extent that events outside of the Company's control have a significant negative impact on economic and/or market conditions, they could affect payments from customers, services and supplies from vendors, its ability to continue to secure and implement new business, raise capital, and otherwise, depending on the severity of such impact, materially adversely affect its operating results. The Company is actively monitoring its operations, the cash on hand and working capital. The Company is currently in the process of restructuring its operations to focus on supporting its existing customer base and continuing to develop the growth opportunities that present the highest immediate value. The Company will continue to evaluate the most sensible external financing options in order to sustain its operations. If additional financing is not may twelve twelve 10 Rounding Dollar amounts, except per share data, in the notes to these consolidated financial statements are rounded to the closest $1,000. Functional Currency The U.S. dollar (“U.S. dollar” or “$“) is the currency of the primary economic environment in which the operations of the Company is conducted. Substantial revenues and a substantial portion of the operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar. Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. For non-U.S. dollar transactions and other items in the financial statements, the following exchange rates are used: (i) for transactions – exchange rates at transaction dates or average exchange rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) – historical exchange rates. Currency transaction gains and losses are presented in other expense, net on the audited consolidated statement of operations. The currency transaction gain for the year ended December 31, 2022 2021 Concentration of Risk The Company deposits its temporary cash investments with highly rated quality financial institutions that are located in the United States and Israel. The United States deposits are federally insured up to $250,000 December 31, 2022 2021 g $2,468,000 and $26,601,000 , respective one For the year ended December 31, 2022, not December 31, 2021, For the year ended December 31, 2022 no 10% Company A and Company B accounted for 17% and 11%, ely of the Company’s total revenues for the year ended December 31, 2021 . As of December 31, 2022 no 10% December 31, 2021 ed for 13% of the conso Cash and Cash Equivalents The Company considers all highly liquid debt instruments to be cash equivalents. Cash subject to contractual restrictions and not December 31, 2022 2021 Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its clients’ financial condition, and the Company generally does not The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled accounts receivables, and contract liabilities on the consolidated balance sheets. Billed and unbilled accounts receivable are presented as part of accounts receivable, net, on the consolidated balance sheets. When billing occurs after services have been provided, such unbilled amounts will generally be billed and collected within 60 120 no twelve and December 31, 2022 December 31, 2021 The Company maintains an allowance for doubtful accounts at an amount estimated to be sufficient to cover the risk of collecting less than full payment of the receivables. At each balance sheet date, the Company evaluates its receivables and will assess the allowance for doubtful accounts based on specific customer collection issues and historical write-off trends. After all reasonable attempts to collect an account receivable have failed, the amount of the receivable is written off against the allowance. Based on the information available, the Company determined that an allowance for loss of $69,000 and $11,000 was required on December 31, 2022 2021 Note Receivables In connection with the sale of its former TeamGlobal subsidiaries in June 2020, five December 2025, first 2021. Interest income recognized for the year ended December 31, 2022 2021 s $51,000 and $62,000, respectively, and is included as part of interest expense, net on the consolidated statement of operations . Inventory Inventory principally consists of parts and finished goods held temporarily until installed for service. The Company regularly evaluates its ability to realize the value of inventory based on a combination of factors including the following: historical usage rates, forecasted sales or usage, estimated current and future market values and new product introductions. Inventory is valued at the lower of cost or net realizable value. The cost is determined by the first first Accounts Payable, Accrued and Other Current Liabilities As of December 31, 2022 2021, A summary of other current liabilities is as follows (in thousands): December 31, 2022 December 31, 2021 Payroll and payroll related $ 2,483 $ 1,615 Right of offset to restricted cash 243 338 Other 46 479 Total $ 2,772 $ 2,432 Property and Equipment Property and equipment are stated at cost or fair value at acquisition date for assets obtained through business combinations, less accumulated depreciation. Depreciation expense is presented as part of depreciation and amortization on the consolidated statements of operations. Depreciation is recorded on a straight-line basis over the following estimated lives: Class of assets Useful life (in years) Furniture and fixtures 2 - 10 Office equipment 2 - 5 Leasehold improvements Shorter of asset life or lease term Automobiles 3 - 5 Roadway monitoring systems 3 - 5 Repairs and maintenance are expensed as incurred. Expenditures for additions, improvements and replacements are capitalized. The Company tests its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no As of December 31, 2022 2021 not Deposits Deposits consist of cash payments made by the Company related to security deposits for leased assets and deposits on property and equipment which the Company has not Software Development Costs Research and development costs to develop software to be sold, leased or marketed are expensed as incurred up to the point of technological feasibility for the related software product. There were no not December 31, 2022 2021 Software developed for internal use, with no December 31, 2022 2021 ed $0 and Intangible Assets Intangible assets include capitalized internally developed software and amounts recognized in connection with acquisitions, including customer relationships, technology and marketing related assets. Intangible assets, other than software development costs, are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Amortization expense related to intangible assets is presented as part of depreciation and amortization on the consolidated statements of operations. Leases The Company accounts for its leases in accordance with Accounting Standard Codification (“ASC”) Topic 842, 842" not 2016 02 twelve not not The Company determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. Operating leases are included in operating lease ROU assets, operating lease liabilities and operating lease liabilities (net of current portion) in the consolidated balance sheets. The Company does not ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments under the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company’s operating leases are generally not not Lease expense for lease payments is recognized on a straight-line basis over the term of the lease. Business Combination Management conducts a valuation analysis on the tangible and intangible assets acquired and liabilities assumed at the acquisition date thereof. During the measurement period, which may one may Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The Company allocates a portion of the purchase price to the fair value of identifiable intangible assets. The fair value of identifiable intangible assets is based on a detailed valuation that uses information and assumptions provided by management. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. Equity Method Investments Investments in the common stock of entities other than the Company’s consolidated subsidiaries are accounted for under the equity method in accordance with ASC 323, Investments Equity Method and Joint Ventures not Goodwill The excess purchase consideration over the fair value of acquired assets and liabilities is recorded as goodwill. Goodwill is not October 1st During the third 2022, September 30, 2022, December 31, 2022, not The Company utilized a weighted combination of the income-based approach and market-based approach to determine the fair value of the reporting unit. Key assumptions used in the income-based approach included forecasts of revenue, operating income, depreciation and amortization expense, capital expenditures and future working capital requirements, terminal growth rates, and discount rates based upon the reporting unit's weighted-average cost of capital adjusted for the risk associated with the operations at the time of the assessment. The income-based approach largely relied on inputs that were not 3” During the year ended December 31, 2021, not Revenue Recognition The Company derives its revenues primarily from the sale of its roadway data aggregation, traffic management and licensing offerings. These offerings typically, include a mixture of data collection, software, hardware, implementation, engineering services, customer support and maintenance services. Revenue is recognized upon transfer of control of promised products and services to the Company’s customers, in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, five ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, performance obligations are satisfied The following table presents a summary of revenue (dollars in thousands): Year ended December 31, 2022 2021 Recurring revenue $ 13,091 $ 4,634 Product and service revenue 6,829 6,941 Total revenue $ 19,920 $ 11,575 Information about the Company’s revenue in different geographic regions, which is attributable to the Company’s operations located primarily in the United States, Canada, and other countries is as follows (dollars in thousands): Year ended December 31, 2022 2021 United States $ 17,889 $ 8,657 Canada 435 1,876 Other 1,596 1,042 Total revenue $ 19,920 $ 11,575 For the year ended December 31, 2022 10% Revenues Recurring revenue Recurring revenue includes the Company’s SaaS revenue, subscription revenue, eCommerce revenue and customer support revenue. The Company generates recurring revenue from long-term contracts with customers that provide periodic payments and short-term contracts that are automatically invoiced on a monthly basis. The Company’s recurring revenue is generated by a combination of direct sales, partner-assisted sales, and eCommerce sales. Recurring revenues are generated through the Company’s Software-as-a-Service ("SaaS") model, where the Company provides customers with the right to access the Company’s software solutions for a fee. These services are made available to the customer continuously throughout the contractual period. However, the extent to which the customer uses the services may one five may The Company also currently receives recurring revenues under contracts entered into using a subscription model for data collection services and bundled hardware and software over a period. Payments for these services and subscriptions are received periodically over the term of the agreement and revenue is recognized ratably over the term of the agreement. In addition, some of our subscription revenue includes providing, through a web server, access to the Company’s software solutions, a self-managed database, and a cross-platform application programming interface. The subscription arrangements with these customers typically do not not eCommerce revenue is defined by the Company as revenue obtained through direct sales on the Company’s eCommerce platform. The Company’s eCommerce revenue generally includes subscriptions to the Company’s vehicle recognition software which can be purchased online and activated through a digital key. The Company's contracts with customers are generally for a term of one Customer support revenue is associated with perpetual licenses and long-term subscription arrangements and consists primarily of technical support and product updates. The Company’s customer support team is ready to provide these maintenance services, as needed, to the customer during the contract term. The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be available to them. As customer support is not Product and service revenue Product and service revenue is defined as the Company’s implementation revenue, perpetual license sales, hardware sales, engineering services and contactless compliance revenue. Implementation revenue is recognized when the Company provides implementation or construction services to its customers. These services, involve a fee for the implementations services and are typically associated with the sale of the Company’s data collection services, software and hardware. The Company’s implementation revenue is recognized over time as the implementation is completed. In addition to the recurring software sales, the Company will recognize revenue related to the sale of perpetual software licenses. The Company sells perpetual licenses which provide customers the right to use software for an indefinite period in exchange for a one The Company generates revenue through the sale of hardware through its partner program and inside sales force distribution channels. The Company satisfies its performance obligation upon the transfer of control of hardware to its customers. The Company invoices end-user customers upon transfer of control of the hardware to its customers. The Company offers hardware installment to customers which ranges from one six Contactless compliance solutions revenues reflect arrangements to provide hardware systems that identify uninsured motor vehicles, notify owners of non-compliance through a diversion citation, and assist them in obtaining the required insurance as an alternative to traditional enforcement methods. Revenue is recognized monthly based on the number of diversion citations collected by the relevant jurisdiction. The Company also generates revenue through its engineering services. These services are provided at the request of its customers and the revenue related to these services is recognized over time as the service is completed. Revenue by Customer Type The following table presents a summary of revenue by revenue type (dollars in thousands): Year ended December 31, 2022 2021 Urban mobility $ 7,692 $ - Traffic management 2,787 925 Licensing and other revenue 9,441 10,650 Total revenue $ 19,920 $ 11,575 Urban mobility Urban mobility revenue consists of revenue derived from the Company's roadway data aggregation activities. These activities include the use of software applications that are part of the Rekor Discover™ platform, the primary application being Rekor’s count, class & speed application. The application fully automates the aggregation of Federal Highway Administration (“FHWA”) 13 June 2022. Traffic management Traffic management revenue is associated with the Rekor Command™ platform and the associated applications underneath the platform. These provide traffic operations and traffic management centers with support through actionable, real-time incident reports integrated into a cross-agency communication and response system. Revenue is generated through contracts that include an upfront as well as recurring component. Licensing and other revenue Licensing and other revenue consists of licensing of the Rekor Scout™ platform, licensing of Rekor CarCheck™ API, licensing of Rekor’s vehicle recognition software, as well as systems deployed for security, contactless compliance and public safety. Revenue is generated through recurring and perpetual license sales as well as one Performance obligations The Company contracts with customers in a variety of ways, including contracts that obligate the Company to provide services over time. Some contracts include performance obligations for several distinct services. For those contracts that have multiple distinct performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on the Company’s overall pricing objectives, taking into consideration market conditions and other factors. This may Where performance obligations for a contract with a customer are not December 31, 2022 not twelve two four Contract liabilities When the Company advance bills clients prior to providing services, revenue will generally be earned and recognized within the next month to five December 31, 2022 not December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 December 31, 2022 $2,372,000 o December 31, 2021 The contract liabilities as of December 31, 2022, December 31, ( 2023 $ 3,044 2024 596 2025 260 2026 107 2027 42 Total $ 4,049 Practical Expedients Election Costs to Obtain and Fulfill a Contract one December 31, 2022 2021 one Advertising The Company expenses all non-direct response advertising costs as incurred. Advertising costs for the years ended December 31, 2022 2021 re $588,000 and Income Taxes Income tax benefit consists of U.S. federal and state income taxes. The Company is required to pay income taxes in certain state jurisdictions. The Company uses the liability method of accounting for income taxes as set forth in the authoritative guidance for accounting for income taxes. This method requires an asset and liability approach for the recognition of deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the recoverability of the net deferred income tax assets and the level of the valuation allowance required with respect to such net deferred income tax assets. After considering all available facts, the Company fully reserved for its net deferred tax assets, outside of the deferred tax liability related to the indefinite-lived intangible, because management believes that it is not not The tax effects of uncertain tax positions are recognized in the consolidated financial statements only if the position is more likely than not not 50% 740 10 As of December 31, 2022 2021 no Equity-Based Compensation The Company recognizes equity-based compensation costs related to all share-based payments, including stock options and restricted stock units (“RSUs”), based on the grant-date fair value of the award on a straight-line basis over the requisite service period, net of actual forfeitures. The fair value of RSUs is measured on the grant date based on the closing fair market value of the Company’s common stock. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires the use of subjective assumptions, including the fair value and projected volatility of the underlying common stock and the expected term of the award. Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable approximate fair value as of December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 The determination of fair value is based upon the fair value framework established by ASC Topic 820, Fair Value Measurements and Disclosures 820” 820 three may Level 1 Level 2 1 not Level 3 no Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. Changes in the observability of valuation inputs may The Company’s goodwill and other intangible assets are measured at fair value at the time of acquisition and analyzed on a recurring and non-recurring basis for impairment, respectively, using Level 3 The Company considers its note receivable, contingent consideration, earnout and Simple Agreement for Future Equity (“SAFE”) investment to be Level 3 There were no December 31, 2022 Earnings (Loss) per Share Basic loss per share, or EPS, is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common and potentially dilutive securities outstanding during the period, except for periods of net loss for which no sing the if-converted method. The Company calculates basic and diluted loss per common share using the two two The Series A Preferred Stock and Series B Preferred Stock had the non-forfeitable right to participate on an as converted basis at the conversion rate then in effect in any common stock dividends declared and, as such, is considered a participating security. The Series A Preferred Stock and Series B Preferred Stock have been included in the computation of basic and diluted loss per share pursuant to the two not not Treasury shares are presented as a reduction of equity, at their cost to the Company. New Accounting Pronouncements New Accounting Pronouncements Effective in Future Periods In June 2016, 2016 13 Financial Instruments-Credit Losses (Topic 326 2016 13” 2016 13 2016 13 December 15, 2022. 2016 13 2016 13 not 2016 13 The Company does not not |
Note 2 - Acquisitions
Note 2 - Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 2 BUSINESS ACQUISITIONS STS Acquisition On June 17, 2022, 798,666 The STS Contingent Consideration in the amount of $2,000,000 October 30, 2024, 30 December 31, 2022 is presented with general and administrative expenses on the consolidated statement of operations The Company was to pay the STS Earnout payment, up to $2,000,000, within 60 December 31, 2022 twelve December 31, 2022. As of December 31, 2022, not The purchase price has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. Since the acquisition of STS occurred on June 17, 2022, December 31, 2022. Cash paid $ 6,500 Common stock issued 2,000 Earnout consideration 1,001 Contingent consideration 1,298 Note consideration 2,000 Total consideration $ 12,799 Assets Cash and cash equivalents $ 111 Inventory 295 Accounts receivable 2,761 Other current assets 159 Customer relationships 3,400 Tradename 700 Property and equipment 5,510 Right-of-use assets 399 Total assets acquired $ 13,335 Liabilities Accounts payable and accrued expenses $ 880 Contract liabilities 190 Other current and non-current liabilities 43 Lease liability 399 Deferred tax liability 1,001 Total liabilities assumed $ 2,513 Fair value of identifiable net assets acquired $ 10,822 Goodwill $ 1,977 The customer relationships and tradename acquired by the Company as part of the acquisition has an estimated useful life of 15 and five Waycare Technologies Acquisition On August 18, 2021, d s The purchase price has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. Since the acquisition of Waycare occurred on August 18, 2021, December 31, 2022. Cash paid $ 39,884 Common stock issued 20,287 Total consideration $ 60,171 Assets Cash and cash equivalents $ 25 Restricted cash and cash equivalents 89 Accounts receivable 486 Other current assets 150 Property and equipment 72 Acquired technology 16,897 Total assets acquired $ 17,719 Liabilities Accounts payable and accrued expenses $ 794 Contract liabilities 36 Deferred tax liability 3,833 Total liabilities assumed $ 4,663 Fair value of identifiable net assets acquired $ 13,056 Goodwill $ 47,115 The technology acquired by the Company as part of the acquisition has an estimated useful life of seven Operations of Combined Entities The following unaudited pro forma combined financial information gives effect to the acquisition of STS and Waycare as if they were consummated as of January 1, 2021. not January 1, 2021 ( Year ended December 31, 2022 2021 (Dollars in thousands, except per share data) Total revenue from continuing operations $ 25,805 $ 26,418 Net loss from continuing operations (84,254 ) (29,404 ) Basic and diluted loss per share continuing operations $ (1.68 ) $ (0.68 ) Basic and diluted number of shares 50,184,867 43,722,650 |
Note 3 - Investments
Note 3 - Investments | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | NOTE 3 INVESTMENTS Investments in Unconsolidated Companies In 2017, not December 31, 2022 2021 In June 2020, third 2020 first 2021, December 31, 2021, December 31, 2022 2021 There were no distributions or earnings received from either investment in the year ended December 31, 2022 2021 Roker Simple Agreement for Future Equity ("SAFE") In 2021, 2022, not may December 31, 2022 2021 not |
Note 4 - Discontinued Operation
Note 4 - Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 4 DISCONTINUED OPERATIONS ATSE Sale On December 8, 2022, December 31, 2022. December 31, 2022, The table below shows the breakdown related to the sale of ATSE (dollars in thousands): Total assets sold $ 347 Total liabilities assumed 13 Net assets sold 334 Closing costs 413 Cash received $ 3,051 Cash held in escrow 339 Total consideration 3,390 Gain on sale of ATSE $ 2,643 The disposition of ATSE is the result of the Company’s strategic decision to prioritize its core data services business and will result in material changes in the Company’s operations and financial results. As a consequence, the Company is reporting the operating results and cash flows of ATSE as discontinued operations, including for all prior periods reflected in the consolidated financial statements and these notes. Results of Discontinued Operations Pursuant to ASC Topic 205 20, Presentation of Financial Statements - Discontinued Operations December 31, 2022 2021 December 31, 2022 December 31, 2021 The assets and liabilities classified as discontinued operations in the Company's consolidated financial statements as of December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Firestorm ATSE Total Firestorm ATSE Total ASSETS Current assets Cash and cash equivalents $ - $ - $ - $ 1 $ - $ 1 Restricted cash and cash equivalents - 290 290 - 414 414 Accounts receivable, net - 41 41 - 220 220 Inventory - - - - 18 18 Total current assets - 331 331 1 652 653 Long-term assets Property and equipment, net - - - - 188 188 Right-of-use lease assets, net - - - - 46 46 Intangible assets, net - - - - 144 144 Total long-term assets, net - - - - 378 378 Total assets $ - $ 331 $ 331 $ 1 $ 1,030 $ 1,031 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses $ 33 $ 68 $ 101 $ 30 $ 87 $ 117 Lease liability, short-term 99 - 99 99 15 114 Other current liabilities - 290 290 - 472 472 Total current liabilities 132 358 490 129 574 703 Long-Term Liabilities Lease liability, long-term - - - - 34 34 Total liabilities $ 132 $ 358 $ 490 $ 129 $ 608 $ 737 The major components of the discontinued operations, net of tax, are presented in the consolidated statements of operations below (dollars in thousands): Year ended December 31, 2022 2021 Firestorm ATSE Total Firestorm ATSE Total Revenue $ - $ 2,360 $ 2,360 $ - $ 2,719 $ 2,719 Cost of revenue, excluding depreciation and amortization - 1,645 1,645 - 1,687 1,687 Operating expenses: General and administrative expenses 1 215 216 5 239 244 Depreciation and amortization - 160 160 - 174 174 Total operating expenses 1 375 376 5 413 418 Net (loss) income from discontinued operations $ (1 ) $ 340 $ 339 $ (5 ) $ 619 $ 614 |
Note 5 - Supplemental Disclosur
Note 5 - Supplemental Disclosures of Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | NOTE 5 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Supplemental disclosures of cash flow information for the years ended December 31, 2022 2021 Year ended December 31, 2022 2021 Cash paid for interest $ 59 $ 14 Cash paid for taxes 60 53 (Decrease) increase in accounts payable and accrued expenses related to purchases of property and equipment (528 ) 1,277 Increase in accounts payable and accrued expenses related to purchases of inventory 724 - Non-cash investing activities: Fair market value of shares issued in connection with the acquisition of Waycare - 20,287 Fair market value of shares issued in connection with the acquisition of STS 2,000 - Contingent Consideration in connection with the acquisition of STS 1,298 - Earnout Consideration in connection with the acquisition of STS 1,001 - Note Consideration in connection with the acquisition of STS 2,000 - Deferred tax liabilities resulting from purchase accounting adjustments in connection with business combination 1,001 3,833 Seller financed portions of property and equipment acquired (460 ) - Non-cash financing activities: Loans issued for property and equipment 460 - Series A Cumulative Convertible Redeemable Preferred stock dividends included in accounts payable and accrued expenses, settled in common stock - (1,005 ) Series A Cumulative Convertible Redeemable Preferred stock included in temporary equity, settled in common stock - (6,770 ) Series B Cumulative Convertible Preferred stock dividends included in accounts payable and accrued expenses, settled in common stock - (179 ) New Leases under ASC-842 Recognition of operating lease - right-of-use lease asset 3,508 6,042 Lease incentive recognized in property and equipment, net 919 3,830 Recognition of operating lease - lease liability $ (4,427 ) $ (9,872 ) |
Note 6 - Inventory
Note 6 - Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 6 INVENTORY As of December 31, 2022 2021 December 31, 2022 2021 Parts and cameras $ 1,154 $ 260 Finished goods 832 916 Total inventory $ 1,986 $ 1,176 |
Note 7 - Property and Equipment
Note 7 - Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 7 PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following (dollars in thousands): December 31, 2022 2021 Furniture and fixtures $ 1,959 $ 1,715 Office equipment 3,969 799 Roadway monitoring systems placed in service 3,999 1,079 Vehicles 2,539 502 Leasehold improvements 4,459 3,232 Roadway monitoring systems not yet placed in service 3,144 3,408 Total $ 20,069 $ 10,735 Less: accumulated depreciation (3,336 ) (994 ) Property and equipment, net $ 16,733 $ 9,741 Depreciation and amortization related to property and equipment, net for the years ended December 31, 2022 2021 December 31, 2022, Information about the Company’s total assets in different geographic regions is as follows (dollars in thousands): December 31, 2022 2021 United States $ 18,465 $ 10,627 Other 1,604 108 Accumulated depreciation (3,336 ) (994 ) Total property and equipment, net $ 16,733 $ 9,741 |
Note 8 - Leases
Note 8 - Leases | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | NOTE 8 LEASES The Company has operating leases for office facilities in various locations throughout the United States and Israel. The Company’s leases have remaining terms of one ten Cash paid for amounts included in the measurement of operating lease liabilities from continuing operations was $858,000 and for the year ended December 31, 2022 2021 , respectively. Operating lease expense from continuing operations for the year ended December 31, 2022 2021 was and In the first 2022, Supplemental balance sheet information related to leases as of December 31, 2022 Operating lease right-of-use lease asset $ 9,662 Current portion of lease liability 1,069 Long-term portion of lease liability 14,237 Total lease liability from continuing operations $ 15,306 Weighted average remaining lease term - operating leases 9.45 Weighted average discount rate - operating leases 9 % Maturities of operating lease liabilities for continuing operations at December 31, 2022 2023 $ 2,385 2024 2,335 2025 2,310 2026 2,274 2027 2,319 Thereafter 11,240 Total lease payments 22,863 Less imputed interest 7,557 Maturities of lease liabilities $ 15,306 |
Note 9 - Intangible Assets
Note 9 - Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 9 INTANGIBLE ASSETS Goodwill The following summarizes the change in goodwill from December 31, 2021 December 31, 2022 December 31, 2020 Waycare Acquisition December 31, 2021 STS Acquisition Impairment December 31, 2022 Goodwill $ 6,336 $ 47,115 $ 53,451 $ 1,977 $ (34,835 ) $ 20,593 Intangible Assets Subject to Amortization The following summarizes the change in intangible assets from December 31, 2021 December 31, 2022 December 31, 2020 Additions Amortization December 31, 2021 Additions Amortization December 31, 2022 Intangible assets subject to amortization from continuing operations Customer relationships $ 362 $ - $ (34 ) $ 328 $ 3,400 $ (147 ) $ 3,581 Marketing related 159 - (62 ) 97 700 (113 ) 684 Technology based 5,362 16,897 (1,955 ) 20,304 - (3,455 ) 16,849 Internally capitalized software 940 4 (411 ) 533 - (348 ) 185 Intangible assets subject to amortization from continuing operations $ 6,823 $ 16,901 $ (2,462 ) $ 21,262 $ 4,100 $ (4,063 ) $ 21,299 The following provides a breakdown of identifiable intangible assets as of December 31, 2022 2021 December 31, 2022 2021 Customer relationships $ 3,861 $ 461 Marketing related 1,027 327 Technology based 24,107 24,107 Internally capitalized software 1,236 1,236 Total 30,231 26,131 Less: accumulated amortization (8,932 ) (4,869 ) Identifiable intangible assets from continuing operations, net $ 21,299 $ 21,262 These intangible assets are being amortized on a straight-line basis over their weighted average remaining estimated useful life of 6.6 years. Am December 31, 2022 2021 As of December 31, 2022 five 2023 $ 4,072 2024 3,841 2025 3,832 2026 3,019 2027 2,744 Thereafter 3,791 Total $ 21,299 |
Note 10 - Debt
Note 10 - Debt | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 10 DEBT Firestorm Debt On January 25, 2017, four five one three January 25, 2022. December 31, 2022 December 31, 2021 not 2019 not January 2022. March 22, 2023, NOTE 13 Paycheck Protection Program Loan On May 26, 2020, two six On June 3, 2020, two six In October 2021, December 31, 2021 December 31, 2021. STS Notes On June 17, 2022, two June 14, 2024 June 17, 2025, December 31, 2022 Loans Payable As part of its operations the Company enters loans related to purchases of its vehicles. These loans have maturities between 2023 2028 2022 On December 20, 2022, “2022 13G May 20, 2022 ( “2022 2022 2022 The 2022 March 20, 2023, 2022 2022 December 20, 2022 ( 2022 2022 On January 18, 2023, 2022 2022 no NOTE 17 Interest Expense The following table presents the interest expense and interest income related to the contractual interest and the amortization of debt issuance costs for the Company’s debt arrangements (dollars in thousands): Year ended December 31, 2022 2021 Contractual interest $ 70 $ 69 Amortization of debt issuance costs 2 20 Total interest expense 72 89 Less: contractual interest income (51 ) (62 ) Total interest expense, net $ 21 $ 27 Schedule of Principal Amounts Due on Debt The principal amounts due for notes payable and loans payable are shown below as of December 31, 2022 2023 2,106 2024 1,073 2025 1,078 2026 83 2027 86 Thereafter 29 Total $ 4,455 |
Note 11 - Income Taxes
Note 11 - Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 11 – INCOME TAXES The Company accounts for income taxes in accordance with ASC Topic 740. 740, The expense (benefit) from income taxes for the years ended December 31, 2022 2021 consists of the following (dollars in thousands): Year ended December 31, 2022 2021 Federal: Deferred $ (987 ) $ (3,819 ) Total federal (987 ) (3,819 ) Benefit for income taxes $ (987 ) $ (3,819 ) The components of deferred income tax assets and liabilities are as follows on December 31, 2022 2021 (dollars in thousands): Year ended December 31, Deferred tax assets 2022 2021 Net operating loss $ 29,402 $ 13,786 163(j) limitation 2,158 2,157 Lease liabilities 3,906 2,868 Research and development 4,551 - Fixed assets - 358 Other 511 422 Total gross deferred tax assets 40,528 19,591 Valuation allowance for deferred tax assets (35,606 ) (14,283 ) Total deferred tax assets $ 4,922 $ 5,308 Deferred tax liabilities: Right-of-use asset (895 ) (1,701 ) Goodwill and intangibles (3,976 ) (3,645 ) Fixed assets (103 ) - Total gross deferred tax liabilities (4,974 ) (5,346 ) Net deferred tax liabilities $ (52 ) $ (38 ) The difference between the income tax benefit computed at the U.S. Federal statutory rate and the effective tax rate is as follows for the years ended December 31, 2022 2021 : Year ended December 31, 2022 2021 U.S. statutory federal rate 21.0 % 21.0 % (Decrease) increase in taxes resulting from: State income tax rate, net of U.S. Federal benefit 3.1 % 4.5 % Impact of changes in tax rates 0.0 % (2.7 )% True-ups 4.2 % (0.9 )% Other (0.6 )% (2.7 )% Valuation allowance (26.5 )% (6.7 )% Effective tax rate 1.2 % 12.5 % The Company files income tax returns in the United States and various state and foreign jurisdictions. No December 31, 2022 . The Company evaluated the recoverability of the net deferred income tax assets and the level of the valuation allowance required with respect to such net deferred income tax assets. After considering all available facts, the Company fully reserved for its net deferred tax assets, outside of the deferred tax liability related to the goodwill, because the Company believes that it is not not As of December 31, 2022 , the Company had gross federal and state net operating loss carryforwards of and , respectively. The gross NOLs generated in the years ended December 31, 2022 2021 of and $19,026,000, respectively, will be carried forward indefinitely and are subject to the annual 80 December 31, 2022 , Rekor had net federal and state net operating loss (“NOL”) carryforwards of and , respectively. The net federal and state NOLs of and , respectively, are scheduled to begin to expire in 2034 not 80 As of December 31, 2021 , Rekor had gross federal and state net operating loss carryforwards of and , respectively. As of December 31, 2021 , Rekor had net federal and state net operating loss carryforwards of , respectively. The federal and state net operating loss and credit carryforwards may 382 383 may 382 one 5% 50 three may may one 382 may not For the years ended December 31, 2022 2021 , the Company did not As a result of the acquisition of STS in 2022, no which increased the Company's goodwill related to the STS acquisition. Due to the overall valuation allowance position of the Company, the deferred tax liability was used to offset the Company's deferred tax asset and thus reducing the total valuation allowance. This impact to the valuation allowance was booked as a tax benefit. The tax benefit of was offset by $14,000 of deferred tax expense for the year ended December 31, 2022. As a result of the acquisition of Waycare in 2021, no December 31, 2021. |
Note 12 - Employee Benefit Plan
Note 12 - Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Compensation and Employee Benefit Plans [Text Block] | NOTE 12 EMPLOYEE BENEFIT PLAN 401 In 2019, 401 401 401 not 1% 1% not two Employee Severance Benefits In accordance with the current employment terms with all its employees (Section 14 1963 not not The amount of contributions recorded from continuing operations by the Company under these plans during the years ended December 31, 2022 2021 re $1,338,000 an $616,000 |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 13 – COMMITMENTS AND CONTINGENCIES Firestorm Principals On August 19, 2019, three two no. 1:19 07767 February 28, 2020. 2020, On March 22, 2023, As a result of the settlement agreement, the Company expects to record a reduction to notes payable, the related accrued interest and other assets and liabilities already presented as discontinued operations. The Company will also cancel warrants to purchase 631,254 shares of common stock, which were issued in connection with the acquisition of Firestorm. The settlement also results in there being no Fordham On September 18, 2020, October 17, 2022, August 14, 2019, April 14, 2019, not The Company will accrue for potential and known litigation losses when information related to a loss is probable and that the amount of the loss can be reasonably estimated. For the year ended December 31, 2022 2021 December 31, 2022 2021. In addition, from time to time, the Company may not |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 14 STOCKHOLDERS EQUITY Common Stock Effective March 18, 2020, not not Form S- 3 On September 10, 2021, 3 September 23, 2021. may one Waycare Acquisition In connection with the acquisition as described in NOTE 2 ACQUISITIONS Public Offering On February 9, 2021, “2021 At-the-Market Offering Under the S- 3 September 2021, February 24, 2022, “2022 may $0.0001 2022 2022 For the year ended December 31, 2022 2022 2022 In December 2022 2022 STS Acquisition In connection with the acquisition as described in NOTE 2 ACQUISITIONS Preferred Stock The Company is authorized to issue up to 2,000,000 shares of preferred stock, $0.0001 par value. The Company’s preferred stock may may one Series A Cumulative Convertible Redeemable Preferred Stock Of the 2,000,000 authorized shares of preferred stock, 505,000 shares were designated as $0.0001 par value Series A Cumulative Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”). The holders of Series A Preferred Stock were entitled to quarterly dividends of 7.0% per annum per share. Based on the terms of the Series A Preferred Stock, the Company concluded that the Series A Preferred Stock should be classified as temporary equity in the accompanying consolidated balance sheets as of December 31, 2020. Rekor adjusted the value of the Series A Preferred Stock to redemption value at the end of each reporting period. The adjustment to the redemption value was recorded through additional paid-in capital of and for the year ended December 31, 2022 2021, As a result of the closing of the 2021 first 2021, Series B Cumulative Convertible Preferred Stock Of the 2,000,000 authorized shares of preferred stock, 240,861 shares were designated as $0.0001 par value Rekor Series B Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”). As part of the TeamGlobal Merger, the Company issued 240,861 shares of $0.0001 par value Series B Preferred Stock. All Series B Preferred Stock was issued at a price of $10.00 per share as part of the acquisition of TeamGlobal. The Series B Preferred Stock had a conversion price of $5.00 per share. Each Series B Preferred Stock had an automatic conversion feature based on the share price of Rekor. As a result of the volume weighted average share price of the Company’s common stock being over $7.50 for thirty first 2021, Warrants A summary of the warrant activity for the Company for the period ended December 31, 2022 December 31, 2021 Series A Preferred Stock Warrants (1) Firestorm Warrants (2) Secure Education Warrants (3) 2018 Public Offering Warrants (4) 2019 Promissory Note Warrants (5) Total Active warrants January 1, 2021 141,789 631,254 66,666 4,886 68,750 913,345 Exercised warrants (99,793 ) - (51,110 ) (1,381 ) (68,750 ) (221,034 ) Outstanding warrants December 31, 2021 41,996 631,254 15,556 3,505 - 692,311 Weighted average strike price of outstanding warrants as of December 31, 2021 $ 1.03 $ 3.09 $ 6.06 $ 1.00 $ - $ 3.02 Intrinsic value of outstanding warrants as of December 31, 2021 $ 232,000 $ 2,182,000 $ 8,000 $ 19,000 $ - $ 2,441,000 Shares of common stock issued for warrant exercises during the year ended December 31, 2021 99,793 - 51,110 1,280 64,766 216,949 Active warrants January 1, 2022 41,996 631,254 15,556 3,505 - 692,311 Exercised warrants - - - - - - Outstanding warrants December 31, 2022 41,996 631,254 15,556 3,505 - 692,311 Weighted average strike price of outstanding warrants as of December 31, 2022 $ 1.03 $ 3.09 $ 6.06 $ 1.00 $ - $ 3.02 Intrinsic value of outstanding warrants as of December 31, 2022 $ 7,000 $ - $ - $ 1,000 $ - $ 8,000 Shares of common stock issued for warrant exercises during the year ended December 31, 2022 - - - - - - ( 1 As part of a Regulation A Offering in fiscal year 2016 2017, November 8, 2023. ( 2 As part of the acquisition of Firestorm on January 24, 2017, five five January 24, 2022. ation. March 22, 2023, (see NOTE - 13 ) ( 3 Pursuant to the Company’s acquisition of Secure Education Consultants on January 1, 2018, five five January 1, 2023. ( 4 On November 1, 2018, “2018 five April 27, 2019 October 29, 2023. ( 5 On March 12, 2019, 2019 “2019 |
Note 15 - Equity Incentive Plan
Note 15 - Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 15 EQUITY INCENTIVE PLAN In 2017, 2017 “2017 2016 “2016 2017 2017 In 2021, 8 2017 May 7, 2021, September 14, 2021 Stock Options Stock options granted under the 2017 may may may three ten Stock compensation expense related to stock options for the years ended December 31, 2022 2021 A summary of stock option activity under the Company’s 2017 December 31, 2022 2021 Number of Shares Subject to Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding balance at January 1, 2021 1,291,753 $ 1.44 7.57 $ 7,827,000 Exercised (208,919 ) 2.24 - Forfeited (21,999 ) 1.04 - Expired (48,499 ) 3.81 - Outstanding balance at December 31, 2021 1,012,336 $ 1.28 6.50 $ 5,002,000 Exercised (99,970 ) 0.93 - Forfeited (6,999 ) 0.90 - Expired (42,987 ) 2.25 - Outstanding balance at December 31, 2022 862,380 $ 1.27 5.29 $ 172,000 Exercisable at December 31, 2022 862,380 $ 1.27 5.29 $ 172,000 There were no options granted in the year ended December 31, 2022 2021. December 31, 2022 2021 $1 13,000 $12 1,000 As of December 31, 2022 2017 . Restricted Stock Units Stock compensation expense related to RSU’s for the years ended December 31, 2022 2021 was a A summary of RSU activity under the Company’s 2017 December 31, 2022 2021 Number of Shares Weighted Average Unit Price Weighted Average Remaining Contractual Term (Years) Outstanding balance at January 1, 2021 479,984 $ 4.45 2.12 Granted 1,217,071 12.39 2.24 Vested (239,920 ) 7.54 - Forfeited (109,256 ) 6.11 - Outstanding balance at December 31, 2021 1,347,879 $ 10.94 2.20 Granted 1,601,213 3.74 1.98 Vested (521,647 ) 10.64 - Forfeited (487,185 ) 9.61 - Outstanding balance at December 31, 2022 1,940,260 $ 5.58 1.81 All RSUs granted vest upon the satisfaction of a service-based vesting condition. As of December 31, 2022 was $7,357,000 of 2017 of 1.81 |
Note 16 - Loss Per Share
Note 16 - Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 16 LOSS PER SHARE The following table provides information relating to the calculation of loss per common share (dollars in thousands, except per share data): Year ended December 31, 2022 2021 Basic and diluted loss per share Net loss from continuing operations $ (83,454 ) $ (27,396 ) Less: preferred stock accretion - (101 ) Less: preferred stock dividends - (51 ) Net loss attributable to shareholders from continuing operations (83,454 ) (27,548 ) Net loss from discontinued operations 339 614 Net loss attributable to common shareholders $ (83,115 ) $ (26,934 ) Weighted average common shares outstanding - basic and diluted 49,807,475 41,164,564 Basic and diluted loss per share from continuing operations $ (1.68 ) $ (0.67 ) Basic and diluted earnings per share from discontinued operations 0.01 0.01 Basic and diluted loss per share $ (1.67 ) $ (0.66 ) Common stock equivalents excluded due to anti-dilutive effect 3,494,951 3,052,526 As the Company had a net loss for the year ended December 31, 2022 As the Company had a net loss for the year ended December 31, 2021 |
Note 17 - Subsequent Events
Note 17 - Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 17 SUBSEQUENT EVENTS Securities Purchase Agreement On January 18, 2023, “2023 2023 “2023 “2023 January 18, 2023, 2023 2023 2022 2023 The 2023 2023 July 18, 2025 ( 2023 At any time, the Company may 2023 2023 first 2023 first second 2023 second 2023 The Securities Purchase Agreement contains customary representations and warranties of the Company and the 2023 two 13G May 20, 2022. six may The Securities Purchase Agreement further provides Arctis with the right to designate a director to be seated on the Company’s board of directors (the “Board”) for a term expiring at the Company’s 2023 may not not 10 not The 2023 The 2023 five Firestorm Settlement On March 22, 2023, As a result of the settlement agreement, the Company expects to record a reduction to notes payable, the related accrued interest and other assets and liabilities already presented as discontinued operations. The Company will also cancel warrants to purchase 631,254 shares of common stock, which were issued in connection with the acquisition of Firestorm. The settlement also results in there being no Securities Purchase Agreement On March 23, 2023, one five March 27, 2023. The Company entered into an engagement letter with H.C. Wainwright & Co., LLC to serve as exclusive placement agent, on a reasonable best-efforts basis, in connection with the offering. The Company paid the placement agent an aggregate cash fee equal to 7.5% 7.0% five 5 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the accounting rules under Regulation S- X, |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the extensive use of management’s estimates. Management uses estimates and assumptions in preparing consolidated financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. On an ongoing basis, the Company evaluates its estimates, including those related to the collectability of accounts receivable, the fair value of intangible assets, the fair value of debt and equity instruments, income taxes and determination of standalone selling prices in contracts with customers that contain multiple performance obligations. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not may |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassifications Certain amounts in the prior year's consolidated financial statements have been reclassified to conform to the current year's presentation. Amortization related to the Company's right-of-use assets is presented as part of general and administrative expenses on the consolidated statements of operations, whereas in prior periods these amounts were presented as part of depreciation and amortization on the consolidated statements of operations. Additionally, as of December 31, 2022, December 31, 2021, December 31, 2021, |
Liquidity [Policy Text Block] | Going Concern For all annual and interim periods, management will assess going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one The Company has generated losses since its inception and has relied on cash on hand, external bank lines of credit, the sale of a note, proceeds from the sale of common stock, proceeds from the private sale of the Company’s non-core subsidiaries, proceeds from note receivables, debt financings and a public offering of its common stock to support cash flow from operations. The Company attributes losses to non-capital expenditures related to the scaling of existing products, development of new products and service offerings and marketing efforts associated with these products and services. As of and for the year ended December 31, 2022 ons of and a working capital deficit of . The Company's net cash position was decreased b y fo December 31, 2022 $83,454,000 . 2022 14 STOCKHOLDERS EQUITY 2022 The Company's ability to generate positive operating results and complete the execution of its business strategy will depend on (i) its ability to continue the growth of its technology business, (ii) the continued performance of its contractors, subcontractors and vendors, (iii) its ability to maintain and build good relationships with its lenders and financial intermediaries, (iv) its ability to maintain timely collections from existing customers, and (v) the stability of the world economy and global financial markets. To the extent that events outside of the Company's control have a significant negative impact on economic and/or market conditions, they could affect payments from customers, services and supplies from vendors, its ability to continue to secure and implement new business, raise capital, and otherwise, depending on the severity of such impact, materially adversely affect its operating results. The Company is actively monitoring its operations, the cash on hand and working capital. The Company is currently in the process of restructuring its operations to focus on supporting its existing customer base and continuing to develop the growth opportunities that present the highest immediate value. The Company will continue to evaluate the most sensible external financing options in order to sustain its operations. If additional financing is not may twelve twelve 10 |
Rounding [Policy Text Block] | Rounding Dollar amounts, except per share data, in the notes to these consolidated financial statements are rounded to the closest $1,000. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Functional Currency The U.S. dollar (“U.S. dollar” or “$“) is the currency of the primary economic environment in which the operations of the Company is conducted. Substantial revenues and a substantial portion of the operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar. Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. For non-U.S. dollar transactions and other items in the financial statements, the following exchange rates are used: (i) for transactions – exchange rates at transaction dates or average exchange rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) – historical exchange rates. Currency transaction gains and losses are presented in other expense, net on the audited consolidated statement of operations. The currency transaction gain for the year ended December 31, 2022 2021 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Risk The Company deposits its temporary cash investments with highly rated quality financial institutions that are located in the United States and Israel. The United States deposits are federally insured up to $250,000 December 31, 2022 2021 g $2,468,000 and $26,601,000 , respective one For the year ended December 31, 2022, not December 31, 2021, For the year ended December 31, 2022 no 10% Company A and Company B accounted for 17% and 11%, ely of the Company’s total revenues for the year ended December 31, 2021 . As of December 31, 2022 no 10% December 31, 2021 ed for 13% of the conso |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid debt instruments to be cash equivalents. Cash subject to contractual restrictions and not December 31, 2022 2021 |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its clients’ financial condition, and the Company generally does not The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled accounts receivables, and contract liabilities on the consolidated balance sheets. Billed and unbilled accounts receivable are presented as part of accounts receivable, net, on the consolidated balance sheets. When billing occurs after services have been provided, such unbilled amounts will generally be billed and collected within 60 120 no twelve and December 31, 2022 December 31, 2021 The Company maintains an allowance for doubtful accounts at an amount estimated to be sufficient to cover the risk of collecting less than full payment of the receivables. At each balance sheet date, the Company evaluates its receivables and will assess the allowance for doubtful accounts based on specific customer collection issues and historical write-off trends. After all reasonable attempts to collect an account receivable have failed, the amount of the receivable is written off against the allowance. Based on the information available, the Company determined that an allowance for loss of $69,000 and $11,000 was required on December 31, 2022 2021 |
Receivable [Policy Text Block] | Note Receivables In connection with the sale of its former TeamGlobal subsidiaries in June 2020, five December 2025, first 2021. Interest income recognized for the year ended December 31, 2022 2021 s $51,000 and $62,000, respectively, and is included as part of interest expense, net on the consolidated statement of operations . |
Inventory, Policy [Policy Text Block] | Inventory Inventory principally consists of parts and finished goods held temporarily until installed for service. The Company regularly evaluates its ability to realize the value of inventory based on a combination of factors including the following: historical usage rates, forecasted sales or usage, estimated current and future market values and new product introductions. Inventory is valued at the lower of cost or net realizable value. The cost is determined by the first first |
Other Current Liabilities [Policy Text Block] | Accounts Payable, Accrued and Other Current Liabilities As of December 31, 2022 2021, A summary of other current liabilities is as follows (in thousands): December 31, 2022 December 31, 2021 Payroll and payroll related $ 2,483 $ 1,615 Right of offset to restricted cash 243 338 Other 46 479 Total $ 2,772 $ 2,432 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost or fair value at acquisition date for assets obtained through business combinations, less accumulated depreciation. Depreciation expense is presented as part of depreciation and amortization on the consolidated statements of operations. Depreciation is recorded on a straight-line basis over the following estimated lives: Class of assets Useful life (in years) Furniture and fixtures 2 - 10 Office equipment 2 - 5 Leasehold improvements Shorter of asset life or lease term Automobiles 3 - 5 Roadway monitoring systems 3 - 5 Repairs and maintenance are expensed as incurred. Expenditures for additions, improvements and replacements are capitalized. The Company tests its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no As of December 31, 2022 2021 not |
Deposits [Policy Text Block] | Deposits Deposits consist of cash payments made by the Company related to security deposits for leased assets and deposits on property and equipment which the Company has not |
Software to be Sold, Leased, or Otherwise Marketed, Policy [Policy Text Block] | Software Development Costs Research and development costs to develop software to be sold, leased or marketed are expensed as incurred up to the point of technological feasibility for the related software product. There were no not December 31, 2022 2021 Software developed for internal use, with no December 31, 2022 2021 ed $0 and |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets Intangible assets include capitalized internally developed software and amounts recognized in connection with acquisitions, including customer relationships, technology and marketing related assets. Intangible assets, other than software development costs, are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Amortization expense related to intangible assets is presented as part of depreciation and amortization on the consolidated statements of operations. |
Lessee, Leases [Policy Text Block] | Leases The Company accounts for its leases in accordance with Accounting Standard Codification (“ASC”) Topic 842, 842" not 2016 02 twelve not not The Company determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. Operating leases are included in operating lease ROU assets, operating lease liabilities and operating lease liabilities (net of current portion) in the consolidated balance sheets. The Company does not ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments under the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company’s operating leases are generally not not Lease expense for lease payments is recognized on a straight-line basis over the term of the lease. |
Business Combinations Policy [Policy Text Block] | Business Combination Management conducts a valuation analysis on the tangible and intangible assets acquired and liabilities assumed at the acquisition date thereof. During the measurement period, which may one may Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The Company allocates a portion of the purchase price to the fair value of identifiable intangible assets. The fair value of identifiable intangible assets is based on a detailed valuation that uses information and assumptions provided by management. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. |
Equity Method Investments [Policy Text Block] | Equity Method Investments Investments in the common stock of entities other than the Company’s consolidated subsidiaries are accounted for under the equity method in accordance with ASC 323, Investments Equity Method and Joint Ventures not |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill The excess purchase consideration over the fair value of acquired assets and liabilities is recorded as goodwill. Goodwill is not October 1st During the third 2022, September 30, 2022, December 31, 2022, not The Company utilized a weighted combination of the income-based approach and market-based approach to determine the fair value of the reporting unit. Key assumptions used in the income-based approach included forecasts of revenue, operating income, depreciation and amortization expense, capital expenditures and future working capital requirements, terminal growth rates, and discount rates based upon the reporting unit's weighted-average cost of capital adjusted for the risk associated with the operations at the time of the assessment. The income-based approach largely relied on inputs that were not 3” During the year ended December 31, 2021, not |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition The Company derives its revenues primarily from the sale of its roadway data aggregation, traffic management and licensing offerings. These offerings typically, include a mixture of data collection, software, hardware, implementation, engineering services, customer support and maintenance services. Revenue is recognized upon transfer of control of promised products and services to the Company’s customers, in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, five ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, performance obligations are satisfied The following table presents a summary of revenue (dollars in thousands): Year ended December 31, 2022 2021 Recurring revenue $ 13,091 $ 4,634 Product and service revenue 6,829 6,941 Total revenue $ 19,920 $ 11,575 Information about the Company’s revenue in different geographic regions, which is attributable to the Company’s operations located primarily in the United States, Canada, and other countries is as follows (dollars in thousands): Year ended December 31, 2022 2021 United States $ 17,889 $ 8,657 Canada 435 1,876 Other 1,596 1,042 Total revenue $ 19,920 $ 11,575 For the year ended December 31, 2022 10% Revenues Recurring revenue Recurring revenue includes the Company’s SaaS revenue, subscription revenue, eCommerce revenue and customer support revenue. The Company generates recurring revenue from long-term contracts with customers that provide periodic payments and short-term contracts that are automatically invoiced on a monthly basis. The Company’s recurring revenue is generated by a combination of direct sales, partner-assisted sales, and eCommerce sales. Recurring revenues are generated through the Company’s Software-as-a-Service ("SaaS") model, where the Company provides customers with the right to access the Company’s software solutions for a fee. These services are made available to the customer continuously throughout the contractual period. However, the extent to which the customer uses the services may one five may The Company also currently receives recurring revenues under contracts entered into using a subscription model for data collection services and bundled hardware and software over a period. Payments for these services and subscriptions are received periodically over the term of the agreement and revenue is recognized ratably over the term of the agreement. In addition, some of our subscription revenue includes providing, through a web server, access to the Company’s software solutions, a self-managed database, and a cross-platform application programming interface. The subscription arrangements with these customers typically do not not eCommerce revenue is defined by the Company as revenue obtained through direct sales on the Company’s eCommerce platform. The Company’s eCommerce revenue generally includes subscriptions to the Company’s vehicle recognition software which can be purchased online and activated through a digital key. The Company's contracts with customers are generally for a term of one Customer support revenue is associated with perpetual licenses and long-term subscription arrangements and consists primarily of technical support and product updates. The Company’s customer support team is ready to provide these maintenance services, as needed, to the customer during the contract term. The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be available to them. As customer support is not Product and service revenue Product and service revenue is defined as the Company’s implementation revenue, perpetual license sales, hardware sales, engineering services and contactless compliance revenue. Implementation revenue is recognized when the Company provides implementation or construction services to its customers. These services, involve a fee for the implementations services and are typically associated with the sale of the Company’s data collection services, software and hardware. The Company’s implementation revenue is recognized over time as the implementation is completed. In addition to the recurring software sales, the Company will recognize revenue related to the sale of perpetual software licenses. The Company sells perpetual licenses which provide customers the right to use software for an indefinite period in exchange for a one The Company generates revenue through the sale of hardware through its partner program and inside sales force distribution channels. The Company satisfies its performance obligation upon the transfer of control of hardware to its customers. The Company invoices end-user customers upon transfer of control of the hardware to its customers. The Company offers hardware installment to customers which ranges from one six Contactless compliance solutions revenues reflect arrangements to provide hardware systems that identify uninsured motor vehicles, notify owners of non-compliance through a diversion citation, and assist them in obtaining the required insurance as an alternative to traditional enforcement methods. Revenue is recognized monthly based on the number of diversion citations collected by the relevant jurisdiction. The Company also generates revenue through its engineering services. These services are provided at the request of its customers and the revenue related to these services is recognized over time as the service is completed. Revenue by Customer Type The following table presents a summary of revenue by revenue type (dollars in thousands): Year ended December 31, 2022 2021 Urban mobility $ 7,692 $ - Traffic management 2,787 925 Licensing and other revenue 9,441 10,650 Total revenue $ 19,920 $ 11,575 Urban mobility Urban mobility revenue consists of revenue derived from the Company's roadway data aggregation activities. These activities include the use of software applications that are part of the Rekor Discover™ platform, the primary application being Rekor’s count, class & speed application. The application fully automates the aggregation of Federal Highway Administration (“FHWA”) 13 June 2022. Traffic management Traffic management revenue is associated with the Rekor Command™ platform and the associated applications underneath the platform. These provide traffic operations and traffic management centers with support through actionable, real-time incident reports integrated into a cross-agency communication and response system. Revenue is generated through contracts that include an upfront as well as recurring component. Licensing and other revenue Licensing and other revenue consists of licensing of the Rekor Scout™ platform, licensing of Rekor CarCheck™ API, licensing of Rekor’s vehicle recognition software, as well as systems deployed for security, contactless compliance and public safety. Revenue is generated through recurring and perpetual license sales as well as one Performance obligations The Company contracts with customers in a variety of ways, including contracts that obligate the Company to provide services over time. Some contracts include performance obligations for several distinct services. For those contracts that have multiple distinct performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on the Company’s overall pricing objectives, taking into consideration market conditions and other factors. This may Where performance obligations for a contract with a customer are not December 31, 2022 not twelve two four Contract liabilities When the Company advance bills clients prior to providing services, revenue will generally be earned and recognized within the next month to five December 31, 2022 not December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 December 31, 2022 $2,372,000 o December 31, 2021 The contract liabilities as of December 31, 2022, December 31, ( 2023 $ 3,044 2024 596 2025 260 2026 107 2027 42 Total $ 4,049 Practical Expedients Election Costs to Obtain and Fulfill a Contract one December 31, 2022 2021 one |
Advertising Cost [Policy Text Block] | Advertising The Company expenses all non-direct response advertising costs as incurred. Advertising costs for the years ended December 31, 2022 2021 re $588,000 and |
Income Tax, Policy [Policy Text Block] | Income Taxes Income tax benefit consists of U.S. federal and state income taxes. The Company is required to pay income taxes in certain state jurisdictions. The Company uses the liability method of accounting for income taxes as set forth in the authoritative guidance for accounting for income taxes. This method requires an asset and liability approach for the recognition of deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the recoverability of the net deferred income tax assets and the level of the valuation allowance required with respect to such net deferred income tax assets. After considering all available facts, the Company fully reserved for its net deferred tax assets, outside of the deferred tax liability related to the indefinite-lived intangible, because management believes that it is not not The tax effects of uncertain tax positions are recognized in the consolidated financial statements only if the position is more likely than not not 50% 740 10 As of December 31, 2022 2021 no |
Share-Based Payment Arrangement [Policy Text Block] | Equity-Based Compensation The Company recognizes equity-based compensation costs related to all share-based payments, including stock options and restricted stock units (“RSUs”), based on the grant-date fair value of the award on a straight-line basis over the requisite service period, net of actual forfeitures. The fair value of RSUs is measured on the grant date based on the closing fair market value of the Company’s common stock. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires the use of subjective assumptions, including the fair value and projected volatility of the underlying common stock and the expected term of the award. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable approximate fair value as of December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 The determination of fair value is based upon the fair value framework established by ASC Topic 820, Fair Value Measurements and Disclosures 820” 820 three may Level 1 Level 2 1 not Level 3 no Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. Changes in the observability of valuation inputs may The Company’s goodwill and other intangible assets are measured at fair value at the time of acquisition and analyzed on a recurring and non-recurring basis for impairment, respectively, using Level 3 The Company considers its note receivable, contingent consideration, earnout and Simple Agreement for Future Equity (“SAFE”) investment to be Level 3 There were no December 31, 2022 |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) per Share Basic loss per share, or EPS, is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common and potentially dilutive securities outstanding during the period, except for periods of net loss for which no sing the if-converted method. The Company calculates basic and diluted loss per common share using the two two The Series A Preferred Stock and Series B Preferred Stock had the non-forfeitable right to participate on an as converted basis at the conversion rate then in effect in any common stock dividends declared and, as such, is considered a participating security. The Series A Preferred Stock and Series B Preferred Stock have been included in the computation of basic and diluted loss per share pursuant to the two not not Treasury shares are presented as a reduction of equity, at their cost to the Company. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements New Accounting Pronouncements Effective in Future Periods In June 2016, 2016 13 Financial Instruments-Credit Losses (Topic 326 2016 13” 2016 13 2016 13 December 15, 2022. 2016 13 2016 13 not 2016 13 The Company does not not |
Note 1 - Business and Signifi_2
Note 1 - Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Other Current Liabilities [Table Text Block] | December 31, 2022 December 31, 2021 Payroll and payroll related $ 2,483 $ 1,615 Right of offset to restricted cash 243 338 Other 46 479 Total $ 2,772 $ 2,432 |
Schedule of Property, Plant and Equipment, Useful Lives [Table Text Block] | Class of assets Useful life (in years) Furniture and fixtures 2 - 10 Office equipment 2 - 5 Leasehold improvements Shorter of asset life or lease term Automobiles 3 - 5 Roadway monitoring systems 3 - 5 |
Disaggregation of Revenue [Table Text Block] | Year ended December 31, 2022 2021 Recurring revenue $ 13,091 $ 4,634 Product and service revenue 6,829 6,941 Total revenue $ 19,920 $ 11,575 Year ended December 31, 2022 2021 United States $ 17,889 $ 8,657 Canada 435 1,876 Other 1,596 1,042 Total revenue $ 19,920 $ 11,575 Year ended December 31, 2022 2021 Urban mobility $ 7,692 $ - Traffic management 2,787 925 Licensing and other revenue 9,441 10,650 Total revenue $ 19,920 $ 11,575 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | 2023 $ 3,044 2024 596 2025 260 2026 107 2027 42 Total $ 4,049 |
Note 2 - Acquisitions (Tables)
Note 2 - Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Business Acquisition, Pro Forma Information [Table Text Block] | Year ended December 31, 2022 2021 (Dollars in thousands, except per share data) Total revenue from continuing operations $ 25,805 $ 26,418 Net loss from continuing operations (84,254 ) (29,404 ) Basic and diluted loss per share continuing operations $ (1.68 ) $ (0.68 ) Basic and diluted number of shares 50,184,867 43,722,650 |
Waycare Technologies Ltd. [Member] | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Cash paid $ 39,884 Common stock issued 20,287 Total consideration $ 60,171 Assets Cash and cash equivalents $ 25 Restricted cash and cash equivalents 89 Accounts receivable 486 Other current assets 150 Property and equipment 72 Acquired technology 16,897 Total assets acquired $ 17,719 Liabilities Accounts payable and accrued expenses $ 794 Contract liabilities 36 Deferred tax liability 3,833 Total liabilities assumed $ 4,663 Fair value of identifiable net assets acquired $ 13,056 Goodwill $ 47,115 |
STS [Member] | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Cash paid $ 6,500 Common stock issued 2,000 Earnout consideration 1,001 Contingent consideration 1,298 Note consideration 2,000 Total consideration $ 12,799 Assets Cash and cash equivalents $ 111 Inventory 295 Accounts receivable 2,761 Other current assets 159 Customer relationships 3,400 Tradename 700 Property and equipment 5,510 Right-of-use assets 399 Total assets acquired $ 13,335 Liabilities Accounts payable and accrued expenses $ 880 Contract liabilities 190 Other current and non-current liabilities 43 Lease liability 399 Deferred tax liability 1,001 Total liabilities assumed $ 2,513 Fair value of identifiable net assets acquired $ 10,822 Goodwill $ 1,977 |
Note 4 - Discontinued Operati_2
Note 4 - Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Total assets sold $ 347 Total liabilities assumed 13 Net assets sold 334 Closing costs 413 Cash received $ 3,051 Cash held in escrow 339 Total consideration 3,390 Gain on sale of ATSE $ 2,643 December 31, 2022 December 31, 2021 Firestorm ATSE Total Firestorm ATSE Total ASSETS Current assets Cash and cash equivalents $ - $ - $ - $ 1 $ - $ 1 Restricted cash and cash equivalents - 290 290 - 414 414 Accounts receivable, net - 41 41 - 220 220 Inventory - - - - 18 18 Total current assets - 331 331 1 652 653 Long-term assets Property and equipment, net - - - - 188 188 Right-of-use lease assets, net - - - - 46 46 Intangible assets, net - - - - 144 144 Total long-term assets, net - - - - 378 378 Total assets $ - $ 331 $ 331 $ 1 $ 1,030 $ 1,031 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses $ 33 $ 68 $ 101 $ 30 $ 87 $ 117 Lease liability, short-term 99 - 99 99 15 114 Other current liabilities - 290 290 - 472 472 Total current liabilities 132 358 490 129 574 703 Long-Term Liabilities Lease liability, long-term - - - - 34 34 Total liabilities $ 132 $ 358 $ 490 $ 129 $ 608 $ 737 Year ended December 31, 2022 2021 Firestorm ATSE Total Firestorm ATSE Total Revenue $ - $ 2,360 $ 2,360 $ - $ 2,719 $ 2,719 Cost of revenue, excluding depreciation and amortization - 1,645 1,645 - 1,687 1,687 Operating expenses: General and administrative expenses 1 215 216 5 239 244 Depreciation and amortization - 160 160 - 174 174 Total operating expenses 1 375 376 5 413 418 Net (loss) income from discontinued operations $ (1 ) $ 340 $ 339 $ (5 ) $ 619 $ 614 |
Note 5 - Supplemental Disclos_2
Note 5 - Supplemental Disclosures of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Year ended December 31, 2022 2021 Cash paid for interest $ 59 $ 14 Cash paid for taxes 60 53 (Decrease) increase in accounts payable and accrued expenses related to purchases of property and equipment (528 ) 1,277 Increase in accounts payable and accrued expenses related to purchases of inventory 724 - Non-cash investing activities: Fair market value of shares issued in connection with the acquisition of Waycare - 20,287 Fair market value of shares issued in connection with the acquisition of STS 2,000 - Contingent Consideration in connection with the acquisition of STS 1,298 - Earnout Consideration in connection with the acquisition of STS 1,001 - Note Consideration in connection with the acquisition of STS 2,000 - Deferred tax liabilities resulting from purchase accounting adjustments in connection with business combination 1,001 3,833 Seller financed portions of property and equipment acquired (460 ) - Non-cash financing activities: Loans issued for property and equipment 460 - Series A Cumulative Convertible Redeemable Preferred stock dividends included in accounts payable and accrued expenses, settled in common stock - (1,005 ) Series A Cumulative Convertible Redeemable Preferred stock included in temporary equity, settled in common stock - (6,770 ) Series B Cumulative Convertible Preferred stock dividends included in accounts payable and accrued expenses, settled in common stock - (179 ) New Leases under ASC-842 Recognition of operating lease - right-of-use lease asset 3,508 6,042 Lease incentive recognized in property and equipment, net 919 3,830 Recognition of operating lease - lease liability $ (4,427 ) $ (9,872 ) |
Note 6 - Inventory (Tables)
Note 6 - Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | December 31, 2022 2021 Parts and cameras $ 1,154 $ 260 Finished goods 832 916 Total inventory $ 1,986 $ 1,176 |
Note 7 - Property and Equipme_2
Note 7 - Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, 2022 2021 Furniture and fixtures $ 1,959 $ 1,715 Office equipment 3,969 799 Roadway monitoring systems placed in service 3,999 1,079 Vehicles 2,539 502 Leasehold improvements 4,459 3,232 Roadway monitoring systems not yet placed in service 3,144 3,408 Total $ 20,069 $ 10,735 Less: accumulated depreciation (3,336 ) (994 ) Property and equipment, net $ 16,733 $ 9,741 December 31, 2022 2021 United States $ 18,465 $ 10,627 Other 1,604 108 Accumulated depreciation (3,336 ) (994 ) Total property and equipment, net $ 16,733 $ 9,741 |
Note 8 - Leases (Tables)
Note 8 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Assets and Liabilities, Lessee [Table Text Block] | Operating lease right-of-use lease asset $ 9,662 Current portion of lease liability 1,069 Long-term portion of lease liability 14,237 Total lease liability from continuing operations $ 15,306 Weighted average remaining lease term - operating leases 9.45 Weighted average discount rate - operating leases 9 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2023 $ 2,385 2024 2,335 2025 2,310 2026 2,274 2027 2,319 Thereafter 11,240 Total lease payments 22,863 Less imputed interest 7,557 Maturities of lease liabilities $ 15,306 |
Note 9 - Intangible Assets (Tab
Note 9 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | December 31, 2020 Waycare Acquisition December 31, 2021 STS Acquisition Impairment December 31, 2022 Goodwill $ 6,336 $ 47,115 $ 53,451 $ 1,977 $ (34,835 ) $ 20,593 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, 2020 Additions Amortization December 31, 2021 Additions Amortization December 31, 2022 Intangible assets subject to amortization from continuing operations Customer relationships $ 362 $ - $ (34 ) $ 328 $ 3,400 $ (147 ) $ 3,581 Marketing related 159 - (62 ) 97 700 (113 ) 684 Technology based 5,362 16,897 (1,955 ) 20,304 - (3,455 ) 16,849 Internally capitalized software 940 4 (411 ) 533 - (348 ) 185 Intangible assets subject to amortization from continuing operations $ 6,823 $ 16,901 $ (2,462 ) $ 21,262 $ 4,100 $ (4,063 ) $ 21,299 December 31, 2022 2021 Customer relationships $ 3,861 $ 461 Marketing related 1,027 327 Technology based 24,107 24,107 Internally capitalized software 1,236 1,236 Total 30,231 26,131 Less: accumulated amortization (8,932 ) (4,869 ) Identifiable intangible assets from continuing operations, net $ 21,299 $ 21,262 |
Finite-Lived Intangible Assets Amortization Expense [Table Text Block] | 2023 $ 4,072 2024 3,841 2025 3,832 2026 3,019 2027 2,744 Thereafter 3,791 Total $ 21,299 |
Note 10 - Debt (Tables)
Note 10 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Interest Expense on Debt [Table Text Block] | Year ended December 31, 2022 2021 Contractual interest $ 70 $ 69 Amortization of debt issuance costs 2 20 Total interest expense 72 89 Less: contractual interest income (51 ) (62 ) Total interest expense, net $ 21 $ 27 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | 2023 2,106 2024 1,073 2025 1,078 2026 83 2027 86 Thereafter 29 Total $ 4,455 |
Note 11 - Income Taxes (Tables)
Note 11 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year ended December 31, 2022 2021 Federal: Deferred $ (987 ) $ (3,819 ) Total federal (987 ) (3,819 ) Benefit for income taxes $ (987 ) $ (3,819 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Year ended December 31, Deferred tax assets 2022 2021 Net operating loss $ 29,402 $ 13,786 163(j) limitation 2,158 2,157 Lease liabilities 3,906 2,868 Research and development 4,551 - Fixed assets - 358 Other 511 422 Total gross deferred tax assets 40,528 19,591 Valuation allowance for deferred tax assets (35,606 ) (14,283 ) Total deferred tax assets $ 4,922 $ 5,308 Deferred tax liabilities: Right-of-use asset (895 ) (1,701 ) Goodwill and intangibles (3,976 ) (3,645 ) Fixed assets (103 ) - Total gross deferred tax liabilities (4,974 ) (5,346 ) Net deferred tax liabilities $ (52 ) $ (38 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year ended December 31, 2022 2021 U.S. statutory federal rate 21.0 % 21.0 % (Decrease) increase in taxes resulting from: State income tax rate, net of U.S. Federal benefit 3.1 % 4.5 % Impact of changes in tax rates 0.0 % (2.7 )% True-ups 4.2 % (0.9 )% Other (0.6 )% (2.7 )% Valuation allowance (26.5 )% (6.7 )% Effective tax rate 1.2 % 12.5 % |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Series A Preferred Stock Warrants (1) Firestorm Warrants (2) Secure Education Warrants (3) 2018 Public Offering Warrants (4) 2019 Promissory Note Warrants (5) Total Active warrants January 1, 2021 141,789 631,254 66,666 4,886 68,750 913,345 Exercised warrants (99,793 ) - (51,110 ) (1,381 ) (68,750 ) (221,034 ) Outstanding warrants December 31, 2021 41,996 631,254 15,556 3,505 - 692,311 Weighted average strike price of outstanding warrants as of December 31, 2021 $ 1.03 $ 3.09 $ 6.06 $ 1.00 $ - $ 3.02 Intrinsic value of outstanding warrants as of December 31, 2021 $ 232,000 $ 2,182,000 $ 8,000 $ 19,000 $ - $ 2,441,000 Shares of common stock issued for warrant exercises during the year ended December 31, 2021 99,793 - 51,110 1,280 64,766 216,949 Active warrants January 1, 2022 41,996 631,254 15,556 3,505 - 692,311 Exercised warrants - - - - - - Outstanding warrants December 31, 2022 41,996 631,254 15,556 3,505 - 692,311 Weighted average strike price of outstanding warrants as of December 31, 2022 $ 1.03 $ 3.09 $ 6.06 $ 1.00 $ - $ 3.02 Intrinsic value of outstanding warrants as of December 31, 2022 $ 7,000 $ - $ - $ 1,000 $ - $ 8,000 Shares of common stock issued for warrant exercises during the year ended December 31, 2022 - - - - - - |
Note 15 - Equity Incentive Pl_2
Note 15 - Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Number of Shares Subject to Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding balance at January 1, 2021 1,291,753 $ 1.44 7.57 $ 7,827,000 Exercised (208,919 ) 2.24 - Forfeited (21,999 ) 1.04 - Expired (48,499 ) 3.81 - Outstanding balance at December 31, 2021 1,012,336 $ 1.28 6.50 $ 5,002,000 Exercised (99,970 ) 0.93 - Forfeited (6,999 ) 0.90 - Expired (42,987 ) 2.25 - Outstanding balance at December 31, 2022 862,380 $ 1.27 5.29 $ 172,000 Exercisable at December 31, 2022 862,380 $ 1.27 5.29 $ 172,000 |
Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | Number of Shares Weighted Average Unit Price Weighted Average Remaining Contractual Term (Years) Outstanding balance at January 1, 2021 479,984 $ 4.45 2.12 Granted 1,217,071 12.39 2.24 Vested (239,920 ) 7.54 - Forfeited (109,256 ) 6.11 - Outstanding balance at December 31, 2021 1,347,879 $ 10.94 2.20 Granted 1,601,213 3.74 1.98 Vested (521,647 ) 10.64 - Forfeited (487,185 ) 9.61 - Outstanding balance at December 31, 2022 1,940,260 $ 5.58 1.81 |
Note 16 - Loss Per Share (Table
Note 16 - Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year ended December 31, 2022 2021 Basic and diluted loss per share Net loss from continuing operations $ (83,454 ) $ (27,396 ) Less: preferred stock accretion - (101 ) Less: preferred stock dividends - (51 ) Net loss attributable to shareholders from continuing operations (83,454 ) (27,548 ) Net loss from discontinued operations 339 614 Net loss attributable to common shareholders $ (83,115 ) $ (26,934 ) Weighted average common shares outstanding - basic and diluted 49,807,475 41,164,564 Basic and diluted loss per share from continuing operations $ (1.68 ) $ (0.67 ) Basic and diluted earnings per share from discontinued operations 0.01 0.01 Basic and diluted loss per share $ (1.67 ) $ (0.66 ) Common stock equivalents excluded due to anti-dilutive effect 3,494,951 3,052,526 |
Note 1 - Business and Signifi_3
Note 1 - Business and Significant Accounting Policies 1 (Details Textual) - USD ($) | 12 Months Ended | ||||
Jun. 29, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 17, 2022 | Aug. 18, 2021 | |
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent, Total | $ (83,454,000) | $ (27,396,000) | |||
Working Capital (Deficit) | 6,010,000 | ||||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total | (24,133,000) | 5,592,000 | |||
Goodwill, Impairment Loss | 34,835,000 | 0 | |||
Translation Adjustment Functional to Reporting Currency, Net of Tax, Ending Balance | 306,000 | 22,000 | |||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Ending Balance | 2,468,000 | 26,601,000 | |||
Restricted Cash and Cash Equivalents, Total | 254,000 | 390,000 | |||
Unbilled Receivables, Current | 935,000 | 195,000 | |||
Accounts Receivable, Allowance for Credit Loss, Ending Balance | 69,000 | 11,000 | |||
Interest Income, Financing Receivable, before Allowance for Credit Loss | 51,000 | 62,000 | |||
Capitalized Computer Software, Additions | 0 | 4,000 | |||
Revenue, Remaining Performance Obligation, Amount | 21,412,000 | ||||
Contract with Customer, Liability, Total | 4,049,000 | 3,272,000 | |||
Contract with Customer, Liability, Revenue Recognized | 2,372,000 | ||||
Advertising Expense | 588,000 | 695,000 | |||
Accounts Payable and Accrued Liabilities [Member] | |||||
Due to Related Parties, Current, Total | 253,000 | 102,000 | |||
TeamGlobal [Member] | Discontinued Operations, Disposed of by Sale [Member] | |||||
Financing Receivable, before Allowance for Credit Loss, Total | $ 1,700,000 | ||||
Notes Receivable, Term (Year) | 5 years 6 months | ||||
Notes Receivable, Interest Rate | 4% | ||||
TeamGlobal [Member] | Discontinued Operations, Disposed of by Sale [Member] | Other Income [Member] | |||||
Interest Income, Financing Receivable, before Allowance for Credit Loss | 51,000 | $ 62,000 | |||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||||
Concentration Risk, Percentage | 17% | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||||
Concentration Risk, Percentage | 11% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer C [Member] | |||||
Concentration Risk, Percentage | 13% | ||||
The 2022 Sales Agreement [Member] | |||||
Proceeds from Issuance of Common Stock | $ 22,754,000 | ||||
Southern Traffic Services [Member] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||||
Waycare Technologies Ltd. [Member] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% |
Note 1 - Business and Signifi_4
Note 1 - Business and Significant Accounting Policies 2 (Details Textual) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Percentage | 45% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 12 months |
Minimum [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 2 years |
Maximum [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 4 years |
Note 1 - Business and Signifi_5
Note 1 - Business and Significant Accounting Policies - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payroll and payroll related | $ 2,483 | $ 1,615 |
Right of offset to restricted cash | 243 | 338 |
Other | 46 | 479 |
Total | $ 2,772 | $ 2,432 |
Note 1 - Business and Signifi_6
Note 1 - Business and Significant Accounting Policies - Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and Fixtures [Member] | Minimum [Member] | |
Estimated useful life (Year) | 2 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Estimated useful life (Year) | 10 years |
Office Equipment [Member] | Minimum [Member] | |
Estimated useful life (Year) | 2 years |
Office Equipment [Member] | Maximum [Member] | |
Estimated useful life (Year) | 5 years |
Automobiles [Member] | Minimum [Member] | |
Estimated useful life (Year) | 3 years |
Automobiles [Member] | Maximum [Member] | |
Estimated useful life (Year) | 5 years |
Camera Systems [Member] | Minimum [Member] | |
Estimated useful life (Year) | 3 years |
Camera Systems [Member] | Maximum [Member] | |
Estimated useful life (Year) | 5 years |
Note 1 - Business and Signifi_7
Note 1 - Business and Significant Accounting Policies - Summary of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 19,920 | $ 11,575 |
UNITED STATES | ||
Revenue | 17,889 | 8,657 |
CANADA | ||
Revenue | 435 | 1,876 |
Other Countries [Member] | ||
Revenue | 1,596 | 1,042 |
Recurring Revenue [Member] | ||
Revenue | 13,091 | 4,634 |
Urban Mobility [Member] | ||
Revenue | 7,692 | 0 |
Product and Service, Other [Member] | ||
Revenue | 6,829 | 6,941 |
Traffic Management [Member] | ||
Revenue | 2,787 | 925 |
License and Service [Member] | ||
Revenue | $ 9,441 | $ 10,650 |
Note 1 - Business and Signifi_8
Note 1 - Business and Significant Accounting Policies - Services Due for Contract Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
2023 | $ 3,044 |
2024 | 596 |
2025 | 260 |
2026 | 107 |
2027 | 42 |
Total | $ 4,049 |
Note 2 - Acquisitions (Details
Note 2 - Acquisitions (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 17, 2022 | Aug. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
STS [Member] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||||
Business Combination, Consideration Transferred, Total | $ 12,799,000 | ||||
Payments to Acquire Businesses, Gross | 6,500,000 | ||||
Business Combination, Earnout Consideration | 1,001,000 | ||||
Business Combination, Contingent Consideration, Liability, Total | $ 1,298,000 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 798,666 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,000,000 | $ 2,000,000 | $ 0 | ||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 2,000,000 | ||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 2,000,000 | ||||
Business Combination, Earnout Consideration, Fair Value | $ 1,001,000 | $ 1,001,000 | |||
STS [Member] | Customer Relationships [Member] | |||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 15 years | ||||
STS [Member] | Trade Names [Member] | |||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 5 years | ||||
STS [Member] | General and Administrative Expense [Member] | |||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 118,000 | ||||
Business Combination, Gain From Remeasurement of Earnout | $ 1,001,000 | ||||
Waycare Technologies Ltd. [Member] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||||
Business Combination, Consideration Transferred, Total | $ 60,171,000 | ||||
Payments to Acquire Businesses, Gross | $ 39,884,000 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 2,784,474 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 20,287,000 |
Note 2 - Acquisitions - Purchas
Note 2 - Acquisitions - Purchase Price Allocation (Details) - USD ($) | 12 Months Ended | |||
Jun. 17, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax liability | $ 1,001,000 | $ 3,833,000 | ||
Goodwill | 20,593,000 | 53,451,000 | $ 6,336,000 | |
STS [Member] | ||||
Payments to Acquire Businesses, Gross | $ 6,500,000 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 2,000,000 | $ 2,000,000 | $ 0 | |
Business Combination, Earnout Consideration | 1,001,000 | |||
Business Combination, Contingent Consideration, Liability, Total | 1,298,000 | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 2,000,000 | |||
Business Combination, Consideration Transferred, Total | 12,799,000 | |||
Cash and cash equivalents | 111,000 | |||
Inventory | 295,000 | |||
Accounts receivable | 2,761,000 | |||
Other current assets | 159,000 | |||
Tradename | 700,000 | |||
Property and equipment | 5,510,000 | |||
Right-of-use assets | 399,000 | |||
Total assets acquired | 13,335,000 | |||
Accounts payable and accrued expenses | 880,000 | |||
Contract liabilities | 190,000 | |||
Other current and non-current liabilities | 43,000 | |||
Lease liability | 399,000 | |||
Deferred tax liability | 1,001,000 | |||
Total liabilities assumed | 2,513,000 | |||
Fair value of identifiable net assets acquired | 10,822,000 | |||
Goodwill | 1,977,000 | |||
STS [Member] | Customer Relationships [Member] | ||||
Customer relationships | $ 3,400,000 |
Note 2 - Acquisitions - Purch_2
Note 2 - Acquisitions - Purchase Price Allocation of Waycare Acquisition (Details) - USD ($) | Aug. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax liability | $ 1,001,000 | $ 3,833,000 | ||
Goodwill | $ 20,593,000 | $ 53,451,000 | $ 6,336,000 | |
Waycare Technologies Ltd. [Member] | ||||
Payments to Acquire Businesses, Gross | $ 39,884,000 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 20,287,000 | |||
Total consideration | 60,171,000 | |||
Cash and cash equivalents | 25,000 | |||
Restricted cash and cash equivalents | 89,000 | |||
Accounts receivable | 486,000 | |||
Other current assets | 150,000 | |||
Property and equipment | 72,000 | |||
Customer relationships | 16,897,000 | |||
Total assets acquired | 17,719,000 | |||
Accounts payable and accrued expenses | 794,000 | |||
Contract liabilities | 36,000 | |||
Deferred tax liability | 3,833,000 | |||
Total liabilities assumed | 4,663,000 | |||
Fair value of identifiable net assets acquired | 13,056,000 | |||
Goodwill | $ 47,115,000 |
Note 2 - Business Acquisitions
Note 2 - Business Acquisitions - Pro Forma Information (Details) - Waycare Technologies Ltd. [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenue from continuing operations | $ 25,805 | $ 26,418 |
Net loss from continuing operations | $ (84,254) | $ (29,404) |
Basic and diluted loss per share continuing operations (in dollars per share) | $ (1.68) | $ (0.68) |
Basic and diluted number of shares (in shares) | 50,184,867 | 43,722,650 |
Note 3 - Investments (Details T
Note 3 - Investments (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2020 | Feb. 28, 2017 | |
Income (Loss) from Equity Method Investments | $ 0 | $ (150,000) | ||||
Proceeds from Equity Method Investment, Distribution | 0 | 0 | ||||
Proceeds from (Payments for) SAFE Investments | (755,000) | (1,250,000) | ||||
Roker SAFE [Member] | ||||||
Proceeds from (Payments for) SAFE Investments | (755,000) | (1,250,000) | ||||
Global Public Safety [Member] | ||||||
Equity Method Investment, Ownership Percentage | 19.90% | |||||
Equity Securities without Readily Determinable Fair Value, Amount | 0 | 0 | ||||
Roker Inc. [Member] | ||||||
Equity Method Investment, Ownership Percentage | 50% | 50% | ||||
Equity Securities without Readily Determinable Fair Value, Amount | $ 0 | 0 | ||||
Payments to Acquire Equity Method Investments | $ 75,000 | $ 75,000 | ||||
Equity Method Investments | $ 150,000 | |||||
Income (Loss) from Equity Method Investments | $ (150,000) |
Note 4 - Discontinued Operati_3
Note 4 - Discontinued Operations (Details Textual) - ATSE [Member] - Discontinued Operations, Disposed of by Sale [Member] - USD ($) | Dec. 08, 2022 | Dec. 31, 2022 |
Disposal Group, Including Discontinued Operation, Consideration | $ 3,390,000 | |
Proceeds from Divestiture of Businesses, Excluding Amount Held in Escrow | 3,390,000 | |
Proceeds from Divestiture of Businesses, Held in Escrow | $ 339,000 | $ 339,000 |
Note 4 - Discontinued Operati_4
Note 4 - Discontinued Operations - Schedule of Discontinued Operations and Disposals (Details) - USD ($) | 12 Months Ended | ||
Dec. 08, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Gain on sale of ATSE | $ 2,643,000 | $ 0 | |
Total long-term assets, net | 0 | 378,000 | |
Total current liabilities | 490,000 | 703,000 | |
ATSE [Member] | |||
Cash received | 3,051,000 | 0 | |
Discontinued Operations, Disposed of by Sale [Member] | ATSE [Member] | |||
Total assets sold | $ 347,000 | ||
Total liabilities assumed | 13,000 | ||
Net assets sold | 334,000 | ||
Closing costs | 413,000 | ||
Cash received | 3,051,000 | ||
Proceeds from Divestiture of Businesses, Held in Escrow | 339,000 | 339,000 | |
Total consideration | 3,390,000 | ||
Gain on sale of ATSE | $ 2,643,000 | ||
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | |||
Cash and cash equivalents | 0 | 1,000 | |
Restricted cash and cash equivalents | 290,000 | 414,000 | |
Accounts receivable, net | 41,000 | 220,000 | |
Inventory | 0 | 18,000 | |
Total current assets | 331,000 | 653,000 | |
Property and equipment, net | 0 | 188,000 | |
Right-of-use lease assets, net | 0 | 46,000 | |
Intangible assets, net | 0 | 144,000 | |
Total long-term assets, net | 0 | 378,000 | |
Total assets | 331,000 | 1,031,000 | |
Accounts payable and accrued expenses | 101,000 | 117,000 | |
Lease liability, short-term | 99,000 | 114,000 | |
Other current liabilities | 290,000 | 472,000 | |
Total current liabilities | 490,000 | 703,000 | |
Lease liability, long-term | 0 | 34,000 | |
Total liabilities | 490,000 | 737,000 | |
Revenue | 2,360,000 | 2,719,000 | |
Cost of revenue, excluding depreciation and amortization | 1,645,000 | 1,687,000 | |
General and administrative expenses | 216,000 | 244,000 | |
Depreciation and amortization | 160,000 | 174,000 | |
Total operating expenses | 376,000 | 418,000 | |
Net (loss) income from discontinued operations | 339,000 | 614,000 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | ATSE [Member] | |||
Cash and cash equivalents | 0 | 0 | |
Restricted cash and cash equivalents | 290,000 | 414,000 | |
Accounts receivable, net | 41,000 | 220,000 | |
Inventory | 0 | 18,000 | |
Total current assets | 331,000 | 652,000 | |
Property and equipment, net | 0 | 188,000 | |
Right-of-use lease assets, net | 0 | 46,000 | |
Intangible assets, net | 0 | 144,000 | |
Total long-term assets, net | 0 | 378,000 | |
Total assets | 331,000 | 1,030,000 | |
Accounts payable and accrued expenses | 68,000 | 87,000 | |
Lease liability, short-term | 0 | 15,000 | |
Other current liabilities | 290,000 | 472,000 | |
Total current liabilities | 358,000 | 574,000 | |
Lease liability, long-term | 0 | 34,000 | |
Total liabilities | 358,000 | 608,000 | |
Revenue | 2,360,000 | 2,719,000 | |
Cost of revenue, excluding depreciation and amortization | 1,645,000 | 1,687,000 | |
General and administrative expenses | 215,000 | 239,000 | |
Depreciation and amortization | 160,000 | 174,000 | |
Total operating expenses | 375,000 | 413,000 | |
Net (loss) income from discontinued operations | 340,000 | 619,000 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Firestorm [Member] | |||
Cash and cash equivalents | 0 | 1,000 | |
Restricted cash and cash equivalents | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |
Inventory | 0 | 0 | |
Total current assets | 0 | 1,000 | |
Property and equipment, net | 0 | 0 | |
Right-of-use lease assets, net | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Total long-term assets, net | 0 | 0 | |
Total assets | 0 | 1,000 | |
Accounts payable and accrued expenses | 33,000 | 30,000 | |
Lease liability, short-term | 99,000 | 99,000 | |
Other current liabilities | 0 | 0 | |
Total current liabilities | 132,000 | 129,000 | |
Lease liability, long-term | 0 | 0 | |
Total liabilities | 132,000 | 129,000 | |
Revenue | 0 | 0 | |
Cost of revenue, excluding depreciation and amortization | 0 | 0 | |
General and administrative expenses | 1,000 | 5,000 | |
Depreciation and amortization | 0 | 0 | |
Total operating expenses | 1,000 | 5,000 | |
Net (loss) income from discontinued operations | $ (1,000) | $ (5,000) |
Note 5 - Supplemental Disclos_3
Note 5 - Supplemental Disclosures of Cash Flow Information - Supplemental Disclosures of Cash Flow Information (Details) - USD ($) | 12 Months Ended | ||
Jun. 17, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for interest | $ 59,000 | $ 14,000 | |
Cash paid for taxes | 60,000 | 53,000 | |
(Decrease) increase in accounts payable and accrued expenses related to purchases of property and equipment | (528,000) | 1,277,000 | |
Increase in accounts payable and accrued expenses related to purchases of inventory | 724,000 | 0 | |
Fair market value of shares issued in connection with the acquisition of Waycare | 0 | 20,287,000 | |
Deferred tax liabilities resulting from purchase accounting adjustments in connection with business combination | 1,001,000 | 3,833,000 | |
Seller financed portions of property and equipment acquired | (460,000) | 0 | |
Loans issued for property and equipment | 460,000 | 0 | |
Recognition of operating lease - right-of-use lease asset | 3,508,000 | 6,042,000 | |
Lease incentive recognized in property and equipment, net | 919,000 | 3,830,000 | |
Recognition of operating lease - lease liability | (4,427,000) | (9,872,000) | |
Series A Convertible Redeemable Preferred Stock [Member] | |||
Preferred stock dividends settled in common stock | 0 | (1,005,000) | |
Series A Cumulative Convertible Redeemable Preferred stock included in temporary equity, settled in common stock | 0 | (6,770,000) | |
Series B Cumulative Convertible Preferred Stock [Member] | |||
Preferred stock dividends settled in common stock | 0 | (179,000) | |
STS [Member] | |||
Fair market value of shares issued in connection with the acquisition of STS | $ 2,000,000 | 2,000,000 | 0 |
Liability acquired in connection with the acquisition of STS | 2,000,000 | ||
Deferred tax liabilities resulting from purchase accounting adjustments in connection with business combination | $ 1,001,000 | ||
STS [Member] | STS Acquisition Notes [Member] | |||
Liability acquired in connection with the acquisition of STS | 2,000,000 | 0 | |
STS [Member] | Acquired Contingent Consideration [Member] | |||
Liability acquired in connection with the acquisition of STS | 1,298,000 | 0 | |
STS [Member] | Earnout Consideration [Member] | |||
Liability acquired in connection with the acquisition of STS | $ 1,001,000 | $ 0 |
Note 6 - Inventory - Schedule o
Note 6 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Parts and cameras | $ 1,154 | $ 260 |
Finished goods | 832 | 916 |
Total inventory | $ 1,986 | $ 1,176 |
Note 7 - Property and Equipme_3
Note 7 - Property and Equipment, Net (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation, Total | $ 2,359,000 | $ 626,000 |
Property, Plant and Equipment, Disposals | $ 17,000 |
Note 7 - Property and Equipme_4
Note 7 - Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property and equipment, gross | $ 20,069 | $ 10,735 |
Less: accumulated depreciation | (3,336) | (994) |
Property and equipment, net | 16,733 | 9,741 |
Total property and equipment, net | 16,733 | 9,741 |
UNITED STATES | ||
Property and equipment, gross | 18,465 | 10,627 |
Non-US [Member] | ||
Property and equipment, gross | 1,604 | 108 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 1,959 | 1,715 |
Office Equipment [Member] | ||
Property and equipment, gross | 3,969 | 799 |
Camera Systems [Member] | ||
Property and equipment, gross | 3,999 | 1,079 |
Vehicles [Member] | ||
Property and equipment, gross | 2,539 | 502 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 4,459 | 3,232 |
Camera Systems, Not Yet Placed into Service [Member] | ||
Property and equipment, gross | $ 3,144 | $ 3,408 |
Note 8 - Leases (Details Textua
Note 8 - Leases (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Lease, Payments | $ 858,000 | $ 260,000 | |
Operating Lease, Expense | $ 2,040,000 | $ 621,000 | |
Payments for (Proceeds from) Tenant Allowance | $ (919,000) | ||
Minimum [Member] | |||
Lessee, Operating Lease, Remaining Lease Term (Year) | 1 year | ||
Maximum [Member] | |||
Lessee, Operating Lease, Remaining Lease Term (Year) | 10 years |
Note 8 - Leases - Supplemental
Note 8 - Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating lease right-of-use lease asset | $ 9,662 | $ 6,117 |
Current portion of lease liability | 1,069 | 214 |
Long-term portion of lease liability | 14,237 | $ 10,027 |
Total lease liability from continuing operations | $ 15,306 | |
Weighted average remaining lease term - operating leases (Year) | 9 years 5 months 12 days | |
Weighted average discount rate - operating leases | 9% |
Note 8 - Leases - Maturities of
Note 8 - Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
2023 | $ 2,385 |
2024 | 2,335 |
2025 | 2,310 |
2026 | 2,274 |
2027 | 2,319 |
Thereafter | 11,240 |
Total lease payments | 22,863 |
Less imputed interest | 7,557 |
Maturities of lease liabilities | $ 15,306 |
Note 9 - Intangible Assets (Det
Note 9 - Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Amortization of Intangible Assets | $ 4,063,000 | $ 2,462,000 |
Weighted Average [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 6 years 7 months 6 days |
Note 9 - Intangible Assets - Sc
Note 9 - Intangible Assets - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill, balance | $ 53,451,000 | $ 6,336,000 |
Goodwill, impairment | (34,835,000) | 0 |
Goodwill, balance | 20,593,000 | 53,451,000 |
Waycare Technologies Ltd. [Member] | ||
Goodwill, acquired | $ 47,115,000 | |
STS [Member] | ||
Goodwill, acquired | $ 1,977,000 |
Note 9 - Intangible Assets - Su
Note 9 - Intangible Assets - Summary of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets subject to amortization from continuing operations | $ 21,262,000 | $ 6,823,000 |
Additions | 4,100,000 | 16,901,000 |
Amortization | (4,063,000) | (2,462,000) |
Intangible assets subject to amortization from continuing operations | 21,299,000 | 21,262,000 |
Identifiable intangible assets | 30,231,000 | 26,131,000 |
Less: accumulated amortization | (8,932,000) | (4,869,000) |
Total | 21,299,000 | 21,262,000 |
Customer Relationships [Member] | ||
Intangible assets subject to amortization from continuing operations | 328,000 | 362,000 |
Additions | 3,400,000 | 0 |
Amortization | (147,000) | (34,000) |
Intangible assets subject to amortization from continuing operations | 3,581,000 | 328,000 |
Identifiable intangible assets | 3,861,000 | 461,000 |
Total | 3,581,000 | 328,000 |
Marketing-Related Intangible Assets [Member] | ||
Intangible assets subject to amortization from continuing operations | 97,000 | 159,000 |
Additions | 700,000 | 0 |
Amortization | (113,000) | (62,000) |
Intangible assets subject to amortization from continuing operations | 684,000 | 97,000 |
Identifiable intangible assets | 1,027,000 | 327,000 |
Total | 684,000 | 97,000 |
Technology-Based Intangible Assets [Member] | ||
Intangible assets subject to amortization from continuing operations | 20,304,000 | 5,362,000 |
Additions | 0 | 16,897,000 |
Amortization | (3,455,000) | (1,955,000) |
Intangible assets subject to amortization from continuing operations | 16,849,000 | 20,304,000 |
Identifiable intangible assets | 24,107,000 | 24,107,000 |
Total | 16,849,000 | 20,304,000 |
Computer Software, Intangible Asset [Member] | ||
Intangible assets subject to amortization from continuing operations | 533,000 | 940,000 |
Additions | 0 | 4,000 |
Amortization | (348,000) | (411,000) |
Intangible assets subject to amortization from continuing operations | 185,000 | 533,000 |
Identifiable intangible assets | 1,236,000 | 1,236,000 |
Total | $ 185,000 | $ 533,000 |
Note 9 - Intangible Assets - Es
Note 9 - Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
2023 | $ 4,072 | ||
2024 | 3,841 | ||
2025 | 3,832 | ||
2026 | 3,019 | ||
2027 | 2,744 | ||
Thereafter | 3,791 | ||
Total | $ 21,299 | $ 21,262 | $ 6,823 |
Note 10 - Debt (Details Textual
Note 10 - Debt (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
May 26, 2022 | Jun. 03, 2020 | Jan. 25, 2017 | Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 20, 2022 | Jun. 17, 2022 | |
Gain (Loss) on Extinguishment of Debt, Total | $ 0 | $ 886,000 | ||||||
Chief Executive Officer [Member] | ||||||||
Ownership Percentage | 10.30% | |||||||
STS Acquisition Notes 1 [Member] | ||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||
Firestorm Notes [Member] | ||||||||
Debt Instrument, Term (Year) | 5 years | |||||||
Long-Term Debt, Total | 1,000,000 | 998,000 | ||||||
Interest Payable | 0 | $ 2,000 | ||||||
Firestorm Notes, One [Member] | ||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | |||||||
Firestorm Notes, Two, Three and Four [Member] | ||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | |||||||
Paycheck Protection Program CARES Act [Member] | ||||||||
Debt Instrument, Term (Year) | 2 years | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1% | |||||||
Proceeds from Notes Payable, Total | $ 221,000 | |||||||
Gain (Loss) on Extinguishment of Debt, Total | $ 886,000 | |||||||
Paycheck Protection Program CARES Act [Member] | Subsidiaries [Member] | ||||||||
Debt Instrument, Term (Year) | 2 years | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1% | |||||||
Proceeds from Notes Payable, Total | $ 653,000 | |||||||
STS Acquisition Notes [Member] | ||||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 3% | |||||||
Long-Term Debt, Total | $ 2,000,000 | |||||||
Loans to Purchase Vehicles [Member] | Minimum [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0% | |||||||
Loans to Purchase Vehicles [Member] | Maximum [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.99% | |||||||
The 2022 Promissory Notes [Member] | ||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% |
Note 10 - Debt - Interest Expen
Note 10 - Debt - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contractual interest | $ 70 | $ 69 |
Amortization of financing costs | 2 | 20 |
Total interest expense | 72 | 89 |
Less: contractual interest income | (51) | (62) |
Total interest expense, net | $ 21 | $ 27 |
Note 10 - Debt - Schedule of Pr
Note 10 - Debt - Schedule of Principal Amounts Due of Debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
2023 | $ 2,106 |
2024 | 1,073 |
2025 | 1,078 |
2026 | 83 |
2027 | 86 |
Thereafter | 29 |
Total | $ 4,455 |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 54,495,000 | $ 19,026,000 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total | 0 | 0 |
Deferred Tax Liabilities, Gross, Total | 4,974,000 | 5,346,000 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 1,001,000 | (3,833,000) |
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | 14,000 | 14,000 |
STS [Member] | ||
Deferred Tax Liabilities, Gross, Total | 1,001,000 | |
Waycare Technologies Ltd. [Member] | ||
Deferred Tax Liabilities, Gross, Total | 3,833,000 | |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards | 114,742,000 | 51,838,000 |
Operating Loss Carryforwards, Net | 24,096,000 | 10,886,000 |
Operating Loss Carryforwards, Not Subject to Expiration | 24,096,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | 106,866,000 | 43,570,000 |
Operating Loss Carryforwards, Net | 5,306,000 | $ 2,901,000 |
Operating Loss Carryforwards, Not Subject to Expiration | $ 5,306,000 |
Note 11 - Income Taxes - Expens
Note 11 - Income Taxes - Expense From Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred | $ (987) | $ (3,819) |
Total federal | (987) | (3,819) |
Benefit for income taxes | $ (987) | $ (3,819) |
Note 11 - Income Taxes - Compon
Note 11 - Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Net operating loss | $ 29,402 | $ 13,786 |
163(j) limitation | 2,158 | 2,157 |
Lease liabilities | 3,906 | 2,868 |
Research and development | 4,551 | 0 |
Fixed assets, asset | 0 | 358 |
Other | 511 | 422 |
Total gross deferred tax assets | 40,528 | 19,591 |
Valuation allowance for deferred tax assets | (35,606) | (14,283) |
Total deferred tax assets | 4,922 | 5,308 |
Deferred tax liabilities: | ||
Right-of-use asset | (895) | (1,701) |
Goodwill and intangibles | (3,976) | (3,645) |
Fixed assets | (103) | 0 |
Total gross deferred tax liabilities | (4,974) | (5,346) |
Net deferred tax liabilities | $ (52) | $ (38) |
Note 11 - Income Taxes - Differ
Note 11 - Income Taxes - Difference Between Income Tax Provision at Statutory Rate and Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
U.S. statutory federal rate | 21% | 21% |
(Decrease) increase in taxes resulting from: | ||
State income tax rate, net of U.S. Federal benefit | 3.10% | 4.50% |
Impact of changes in tax rates | 0% | (2.70%) |
True-ups | 4.20% | (0.90%) |
Other | (0.60%) | (2.70%) |
Valuation allowance | (26.50%) | (6.70%) |
Effective tax rate | 1.20% | 12.50% |
Note 12 - Employee Benefit Pl_2
Note 12 - Employee Benefit Plan (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Rekor 401K Plan [Member] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 6% | ||
Defined Contribution Plan, Employers Matching Contribution, Vesting Period (Year) | 2 years | ||
Rekor 401K Plan [Member] | Up to One Percent of Participant's Compensation [Member] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100% | ||
Rekor 401K Plan [Member] | Exceeding One Percent of Participant's Compensation [Member] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50% | ||
Rekor 401K Plan and Severance Benefits [Member] | |||
Other Postretirement Benefits Cost (Reversal of Cost) | $ 1,338,000 | $ 616,000 |
Note 13 - Commitments and Con_2
Note 13 - Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |||
Mar. 22, 2023 | Oct. 17, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Litigation Case by the Firestorm Principals [Member] | ||||
Litigation Settlement, Expense | $ 1,608,000 | $ 136,000 | ||
Litigation Case, Fordham [Member] | ||||
Loss Contingency, Damages Awarded, Value | $ 1,025,000 | |||
Litigation Settlement, Gross Profits Generated from Equity Program, Percentage | 3% | |||
Litigation Settlement, Pre-Judgement Interest Accrual Rate | 9% | |||
Litigation Settlement, Expense | $ 1,320,000 | |||
Subsequent Event [Member] | Firestorm Warrants [Member] | ||||
Class of Warrant or Right, Canceled in Period (in shares) | 631,254 | |||
Subsequent Event [Member] | Litigation Case by the Firestorm Principals [Member] | ||||
Litigation Settlement, Amount Awarded to Other Party | $ 175,000 |
Note 14 - Stockholders' Equit_2
Note 14 - Stockholders' Equity (Details Textual) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Jun. 17, 2022 shares | Aug. 18, 2021 shares | Feb. 09, 2021 USD ($) shares | Feb. 24, 2022 USD ($) | Feb. 28, 2017 $ / shares shares | Mar. 31, 2021 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Sep. 10, 2021 shares | Mar. 18, 2020 shares | Mar. 17, 2020 shares | Mar. 12, 2019 $ / shares shares | Nov. 01, 2018 $ / shares shares | Jan. 01, 2018 $ / shares shares | Jan. 24, 2017 $ / shares shares | |
Common Stock, Shares Authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 30,000,000 | ||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Sale of Securities, Maximum Number of Shares Authorized, Value (in shares) | 350,000,000 | |||||||||||||||
Preferred Stock, Shares Authorized (in shares) | 2,000,000 | 2,000,000 | ||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | $ | $ 101,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | 3.02 | $ 3.02 | ||||||||||||||
Warrants Associated with Series A Preferred Stock [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1.03 | |||||||||||||||
Firestorm Warrants with Exercise Price of 2.5744 [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.5744 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 315,627 | |||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||
Firestorm Warrants with Exercise Price of 3.6083 [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 3.6083 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 315,627 | |||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||
Secure Education Warrants, Exercise Price of 5.44 [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 5.44 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 33,333 | |||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||
Secure Education Warrants, Exercise Price of 6.53 [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 6.53 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 33,333 | |||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||
Underwriters Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 206,250 | |||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||
March 2019 Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.74 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,500,000 | |||||||||||||||
Conversion of Series A Preferred stock into Common Stock [Member] | ||||||||||||||||
Conversion of Stock, Shares Issued (in shares) | 899,174 | |||||||||||||||
Conversion of Series B Preferred Stock To Common Stock [Member] | ||||||||||||||||
Conversion of Stock, Shares Issued (in shares) | 517,611 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Preferred Stock, Shares Authorized (in shares) | 505,000 | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 7% | |||||||||||||||
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | $ | $ 0 | $ 101,000 | ||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 240,861 | |||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 10 | |||||||||||||||
Preferred Stock, Shares Authorized (in shares) | 240,861 | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 5 | |||||||||||||||
Convertible Preferred Stock, Threshold Trading Days | 30 | |||||||||||||||
Series B Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 7.50 | |||||||||||||||
Public Offering [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 6,126,939 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 70,125,000 | |||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 799,166 | |||||||||||||||
At-the-market Offering [Member] | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 22,754,000 | $ 0 | ||||||||||||||
At-the-market Offering [Member] | B. Riley Securities [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 9,019,062 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 22,754,000 | |||||||||||||||
At-the-market Offering, Maximum Offering Amount | $ | $ 50,000,000 | |||||||||||||||
At-the-market Offering, Commission, Percentage of Gross Proceds | 3% | 3% | ||||||||||||||
Payments of Stock Issuance Costs | $ | $ 174,000 | $ 174,000 | ||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 2.62 | |||||||||||||||
Sales Commissions and Fees | $ | $ 709,000 | |||||||||||||||
Waycare Technologies Ltd. [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 2,784,474 | |||||||||||||||
STS [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 798,666 | |||||||||||||||
OpenALPR Technology, Inc. [Member] | March 2019 Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 625,000 |
Note 14 - Stockholders' Equit_3
Note 14 - Stockholders' Equity - Summary of Warrant Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Balance (in shares) | 692,311 | 913,345 | |
Exercised warrants (in shares) | 0 | (221,034) | |
Balance (in shares) | 692,311 | 692,311 | |
Weighted average strike price of outstanding warrants (in dollars per share) | $ 3.02 | $ 3.02 | |
Intrinsic value of outstanding warrants | $ 8,000 | $ 2,441,000 | |
Shares of common stock issued for warrant exercises (in shares) | 0 | 216,949 | |
Series A Preferred Stock Warrants [Member] | |||
Balance (in shares) | [1] | 41,996 | 141,789 |
Exercised warrants (in shares) | [1] | 0 | (99,793) |
Balance (in shares) | [1] | 41,996 | 41,996 |
Weighted average strike price of outstanding warrants (in dollars per share) | [1] | $ 1.03 | $ 1.03 |
Intrinsic value of outstanding warrants | [1] | $ 7,000 | $ 232,000 |
Shares of common stock issued for warrant exercises (in shares) | [1] | 0 | 99,793 |
Firestorm Warrants [Member] | |||
Balance (in shares) | [2] | 631,254 | 631,254 |
Exercised warrants (in shares) | [2] | 0 | 0 |
Balance (in shares) | [2] | 631,254 | 631,254 |
Weighted average strike price of outstanding warrants (in dollars per share) | [2] | $ 3.09 | $ 3.09 |
Intrinsic value of outstanding warrants | [2] | $ 0 | $ 2,182,000 |
Shares of common stock issued for warrant exercises (in shares) | [2] | 0 | 0 |
Secure Education Warrants [Member] | |||
Balance (in shares) | [3] | 15,556 | 66,666 |
Exercised warrants (in shares) | [3] | 0 | (51,110) |
Balance (in shares) | [3] | 15,556 | 15,556 |
Weighted average strike price of outstanding warrants (in dollars per share) | [3] | $ 6.06 | $ 6.06 |
Intrinsic value of outstanding warrants | [3] | $ 0 | $ 8,000 |
Shares of common stock issued for warrant exercises (in shares) | [3] | 0 | 51,110 |
The2018 Public Offering Warrants [Member] | |||
Balance (in shares) | [4] | 3,505 | 4,886 |
Exercised warrants (in shares) | [4] | 0 | (1,381) |
Balance (in shares) | [4] | 3,505 | 3,505 |
Weighted average strike price of outstanding warrants (in dollars per share) | [4] | $ 1 | $ 1 |
Intrinsic value of outstanding warrants | [4] | $ 1,000 | $ 19,000 |
Shares of common stock issued for warrant exercises (in shares) | [4] | 0 | 1,280 |
The 2019 Promissory Note Warrants [Member] | |||
Balance (in shares) | [5] | 0 | 68,750 |
Exercised warrants (in shares) | [5] | 0 | (68,750) |
Balance (in shares) | [5] | 0 | 0 |
Weighted average strike price of outstanding warrants (in dollars per share) | [5] | $ 0 | $ 0 |
Intrinsic value of outstanding warrants | [5] | $ 0 | $ 0 |
Shares of common stock issued for warrant exercises (in shares) | [5] | 0 | 64,766 |
[1]As part of a Regulation A Offering in fiscal year 2016 and 2017, the Company issued warrants to the holders of Series A Preferred Stock (the “Series A Preferred Stock Warrants”). The exercise price for these warrants is $1.03. The expiration date of the Series A Preferred Stock Warrants is November 8, 2023.[2]As part of the acquisition of Firestorm on January 24, 2017, the Company issued warrants to purchase 315,627 shares of its common stock, exercisable over a period of five years, at an exercise price of $2.5744 per share, and warrants to purchase 315,627 shares of its common stock, exercisable over a period of five years, at an exercise price of $3.6083 per share (the “Firestorm Warrants”). The expiration date of the Firestorm Warrants is January 24, 2022. The Company has rejected requests from the holders of the Firestorm Warrants to exercise them pending resolution of pending litigation (see NOTE - 13 COMMITMENTS AND CONTINGENCIES)[3]Pursuant to the Company’s acquisition of Secure Education Consultants on January 1, 2018, the Company issued warrants to purchase 33,333 shares of its common stock, exercisable over a period of five years, at an exercise price of $5.44 per share, and warrants to purchase 33,333 shares of its common stock, exercisable over a period of five years, at an exercise price of $6.53 per share (the “Secure Education Warrants”). The expiration date of the Secure Education Warrants is January 1, 2023.[4]On November 1, 2018, in connection with an underwritten public offering of its common stock, the Company issued to the underwriters warrants to purchase 206,250 shares of its common stock (the “2018 Public Offering Warrants”), exercisable over a period of five years, at an exercise price of $1.00 per share. These warrants were exercisable commencing April 27, 2019 and expire on October 29, 2023.[5]On March 12, 2019, in connection with the 2019 Promissory Notes, the Company issued warrants to purchase 2,500,000 shares of its common stock (the “2019 Promissory Note Warrants”), which were immediately exercisable at an exercise price of $0.74 per share, to certain individuals and entities. Of the 2,500,000 warrants, 625,000 were issued as partial consideration for the OpenALPR Technology Acquisition. |
Note 15 - Equity Incentive Pl_3
Note 15 - Equity Incentive Plan (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2021 | Aug. 31, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 113,000 | $ 121,000 | |||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 0 | ||||
The 2017 Equity Award Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 3,000,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized (in shares) | 4,368,733 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 3 years | ||||
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) | 0 | 0 | |||
The 2017 Equity Award Plan [Member] | Share-Based Payment Arrangement, Option [Member] | General and Administrative Expense [Member] | |||||
Share-Based Payment Arrangement, Expense | $ 43,000 | $ 116,000 | |||
The 2017 Equity Award Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Payment Arrangement, Expense | 6,573,000 | $ 3,793,000 | |||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 7,357,000 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 9 months 21 days |
Note 15 - Equity Incentive Pl_4
Note 15 - Equity Incentive Plan - Summary of Stock Option Activity (Details) - The 2017 Equity Award Plan [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding balance, number of shares subject to option (in shares) | 1,012,336 | 1,291,753 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 1.28 | $ 1.44 | |
Outstanding, weighted average remaining contractual term (Year) | 5 years 3 months 14 days | 6 years 6 months | 7 years 6 months 25 days |
Outstanding, aggregate intrinsic value | $ 172,000 | $ 5,002,000 | $ 7,827,000 |
Exercised, number of shares subject to option (in shares) | (99,970) | (208,919) | |
Exercised, weighted average exercise price (in dollars per share) | $ 0.93 | $ 2.24 | |
Forfeited, number of shares subject to option (in shares) | (6,999) | (21,999) | |
Forfeited, weighted average exercise price (in dollars per share) | $ 0.90 | $ 1.04 | |
Expired/Canceled, number of shares subject to option, (in shares) | (42,987) | (48,499) | |
Canceled/Expired, weighted average exercise price (in dollars per share) | $ 2.25 | $ 3.81 | |
Outstanding balance, number of shares subject to option (in shares) | 862,380 | 1,012,336 | 1,291,753 |
Outstanding, weighted average exercise price (in dollars per share) | $ 1.27 | $ 1.28 | $ 1.44 |
Exercisable, number of shares subject to option (in shares) | 862,380 | ||
Exercisable at December 31, 2022 (in dollars per share) | $ 1.27 | ||
Exercisable, weighted average remaining contractual term (Year) | 5 years 3 months 14 days | ||
Exercisable, aggregate intrinsic value | $ 172,000 |
Note 15 - Equity Incentive Pl_5
Note 15 - Equity Incentive Plan - Summary of RSU activity (Details) - The 2017 Equity Award Plan [Member] - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding balance, number of shares (in shares) | 1,347,879 | 479,984 | |
Outstanding balance, weighted average unit price (in dollars per share) | $ 10.94 | $ 4.45 | |
Outstanding, weighted average remaining contractual term (Year) | 1 year 9 months 21 days | 2 years 2 months 12 days | 2 years 1 month 13 days |
Granted, number of shares (in shares) | 1,601,213 | 1,217,071 | |
Granted, weighted average unit price (in dollars per share) | $ 3.74 | $ 12.39 | |
Granted, weighted average remaining contractual term (Year) | 1 year 11 months 23 days | 2 years 2 months 26 days | |
Vested, number of shares (in shares) | (521,647) | (239,920) | |
Vested, weighted average unit price (in dollars per share) | $ 10.64 | $ 7.54 | |
Forfeited, number of shares (in shares) | (487,185) | (109,256) | |
Forfeited, weighted average unit price (in dollars per share) | $ 9.61 | $ 6.11 | |
Granted, weighted average remaining contractual term (Year) | 1 year 11 months 23 days | 2 years 2 months 26 days | |
Outstanding balance, number of shares (in shares) | 1,940,260 | 1,347,879 | 479,984 |
Outstanding balance, weighted average unit price (in dollars per share) | $ 5.58 | $ 10.94 | $ 4.45 |
Note 16 - Loss Per Share (Detai
Note 16 - Loss Per Share (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 3,494,951 | 3,052,526 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 692,311 | 692,311 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 862,380 | 1,012,336 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 1,940,260 | 1,347,879 |
Note 16 - Loss Per Share - Loss
Note 16 - Loss Per Share - Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss from continuing operations | $ (83,454,000) | $ (27,396,000) |
Less: preferred stock accretion | 0 | (101,000) |
Less: preferred stock dividends | 0 | (51,000) |
Net loss attributable to shareholders from continuing operations | (83,454,000) | (27,548,000) |
Net loss from discontinued operations | 339,000 | 614,000 |
Net loss attributable to common shareholders | $ (83,115,000) | $ (26,934,000) |
Basic and diluted (in shares) | 49,807,475 | 41,164,564 |
Loss per common share from continuing operations - basic and diluted (in dollars per share) | $ (1.68) | $ (0.67) |
Basic and diluted earnings per share from discontinued operations (in dollars per share) | 0.01 | 0.01 |
Basic and diluted loss per share (in dollars per share) | $ (1.67) | $ (0.66) |
Common stock equivalents excluded due to anti-dilutive effect (in shares) | 3,494,951 | 3,052,526 |
Note 17 - Subsequent Events (De
Note 17 - Subsequent Events (Details Textual) - USD ($) | Mar. 27, 2023 | Mar. 23, 2023 | Mar. 22, 2023 | Jan. 18, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.02 | $ 3.02 | |||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | 0.0001 | 0.0001 | |||||
Firestorm Warrants [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | [1] | $ 3.09 | $ 3.09 | ||||
Subsequent Event [Member] | |||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | ||||||
Proceeds from Issuance of Private Placement | $ 12,500,000 | ||||||
Subsequent Event [Member] | The Wainwright [Member] | |||||||
Non-accountable Expenses | $ 75,000 | ||||||
Clearing Fees | $ 16,000 | ||||||
Subsequent Event [Member] | The Purchase Agreement [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 6,100,000 | ||||||
Proceeds from Issuance or Sale of Equity, Total | $ 10,000,000 | ||||||
Subsequent Event [Member] | Litigation Case by the Firestorm Principals [Member] | |||||||
Litigation Settlement, Amount Awarded to Other Party | $ 175,000 | ||||||
Subsequent Event [Member] | Arctis Global Master Fund Limited [Member] | |||||||
Proceeds from Issuance of Private Placement | $ 6,500,000 | ||||||
Ownership Percentage | 10.30% | ||||||
Subsequent Event [Member] | Chief Executive Officer and Executive Chairman [Member] | |||||||
Proceeds from Issuance of Private Placement | $ 2,000,000 | ||||||
Private Placement, Option for Additional Investment, Period (Month) | 6 months | ||||||
Private Placement, Option for Additional Investment | $ 2,500,000 | ||||||
Subsequent Event [Member] | The 2023 Warrants [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2 | ||||||
Class of Warrant of Right, Maximum Shares to be Issued (in shares) | 7,500,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 6,250,000 | ||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||
Subsequent Event [Member] | The 2023 Warrants [Member] | Chief Executive Officer and Executive Chairman [Member] | |||||||
Private Placement, Option for Additional Investment, Warrants (in shares) | 1,250,000 | ||||||
Subsequent Event [Member] | Firestorm Warrants [Member] | |||||||
Class of Warrant or Right, Canceled in Period (in shares) | 631,254 | ||||||
Subsequent Event [Member] | Prefunded Warrants [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.001 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 772,853 | ||||||
Class of Warrant or Right, Price Per Share or Warrant (in shares) | 1.455 | ||||||
Subsequent Event [Member] | The Common Warrants [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.60 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 6,872,853 | ||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||
Class of Warrant or Right, Price Per Share or Warrant (in shares) | 1.454 | ||||||
Subsequent Event [Member] | The Placement Agent Warrants [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.8188 | ||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||
Subsequent Event [Member] | The Placement Agent Warrants [Member] | The Wainwright [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 481,100 | ||||||
Subsequent Event [Member] | The 2023 Notes [Member] | |||||||
Debt Instrument, Maximum Amount | $ 15,000,000 | ||||||
Debt Instrument, Face Amount | $ 12,500,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||||||
Debt Instrument, Default Interest Percentage | 14% | ||||||
Subsequent Event [Member] | The 2023 Notes [Member] | Chief Executive Officer and Executive Chairman [Member] | |||||||
Private Placement, Option for Additional Investment | $ 2,500,000 | ||||||
Subsequent Event [Member] | The 2023 Notes [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 120% | ||||||
Subsequent Event [Member] | The 2023 Notes [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 115% | ||||||
Subsequent Event [Member] | The 2023 Notes [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 110% | ||||||
[1]As part of the acquisition of Firestorm on January 24, 2017, the Company issued warrants to purchase 315,627 shares of its common stock, exercisable over a period of five years, at an exercise price of $2.5744 per share, and warrants to purchase 315,627 shares of its common stock, exercisable over a period of five years, at an exercise price of $3.6083 per share (the “Firestorm Warrants”). The expiration date of the Firestorm Warrants is January 24, 2022. The Company has rejected requests from the holders of the Firestorm Warrants to exercise them pending resolution of pending litigation (see NOTE - 13 COMMITMENTS AND CONTINGENCIES) |