Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
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 | 2023 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 85,800,000 | ||
Entity Common Stock, Shares Outstanding | 85,324,918 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | East Hanover, NJ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 15,385 | $ 1,924 |
Restricted cash and cash equivalents | 328 | 254 |
Accounts receivable (net of allowance for credit losses of $101 and $69 at December 31, 2023 and 2022, respectively) | 4,955 | 3,238 |
Inventory | 3,058 | 1,986 |
Note receivable, current portion | 340 | 340 |
Other current assets | 1,270 | 1,202 |
Current assets of discontinued operations | 0 | 331 |
Total current assets | 25,336 | 9,275 |
Long-term assets | ||
Property and equipment, net | 13,188 | 16,733 |
Right-of-use operating lease assets, net | 9,584 | 9,662 |
Right-of-use financing lease assets, net | 1,989 | 0 |
Goodwill | 20,593 | 20,593 |
Intangible assets, net | 17,239 | 21,299 |
Note receivable, long-term | 482 | 822 |
SAFE investment | 0 | 2,005 |
Deposits | 3,740 | 3,451 |
Total long-term assets | 66,815 | 74,565 |
Total assets | 92,151 | 83,840 |
Current liabilities | ||
Accounts payable and accrued expenses | 5,139 | 5,963 |
Loans payable, current portion | 75 | 106 |
Lease liability operating, short-term | 1,261 | 1,069 |
Lease liability financing, short-term | 547 | 0 |
Contract liabilities | 3,604 | 3,044 |
Other current liabilities | 5,610 | 2,772 |
Current liabilities of discontinued operations | 0 | 490 |
Total current liabilities | 17,236 | 15,444 |
Long-term liabilities | ||
Notes payable, long-term | 1,000 | 2,000 |
Loans payable, long-term | 273 | 349 |
Lease liability operating, long-term | 13,445 | 14,237 |
Lease liability financing, long-term | 1,057 | 0 |
Contract liabilities, long-term | 1,449 | 1,005 |
Deferred tax liability | 65 | 52 |
Other long-term liabilities | 587 | 1,416 |
Total long-term liabilities | 41,545 | 19,059 |
Total liabilities | 58,781 | 34,503 |
Commitments and contingencies (note 13) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 2,000,000 authorized, 505,000 shares designated as Series A and 240,861 shares designated as Series B as of December 31, 2023 and December 31, 2022, respectively. No preferred stock was issued or outstanding as of December 31, 2023 or 2022, respectively. | 0 | 0 |
Common stock, $0.0001 par value; authorized; 100,000,000 shares; issued: 69,273,334, shares at December 31, 2023 and 54,446,602 at December 31, 2022; outstanding: 69,176,826 shares at December 31, 2023 and 54,405,080 at December 31, 2022 | 7 | 5 |
Treasury stock - at cost, 96,508 and 41,522 shares as of December 31, 2023 and 2022, respectively | (522) | (417) |
Additional paid-in capital | 232,568 | 202,747 |
Accumulated deficit | (198,683) | (152,998) |
Total stockholders’ equity | 33,370 | 49,337 |
Total liabilities and stockholders’ equity | 92,151 | 83,840 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Notes payable, current portion | 1,000 | 1,000 |
Nonrelated Party [Member] | The 2023 Promissory Notes [Member] | ||
Long-term liabilities | ||
Secured long term debt, net of debt discount | 2,988 | 0 |
Nonrelated Party [Member] | The 2023 Revenue Sharing Notes [Member] | ||
Long-term liabilities | ||
Secured long term debt, net of debt discount | 9,553 | 0 |
Related Party [Member] | ||
Current liabilities | ||
Notes payable, current portion | 0 | 1,000 |
Related Party [Member] | The 2023 Promissory Notes [Member] | ||
Long-term liabilities | ||
Secured long term debt, net of debt discount | 6,351 | 0 |
Related Party [Member] | The 2023 Revenue Sharing Notes [Member] | ||
Long-term liabilities | ||
Secured long term debt, net of debt discount | $ 4,777 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Allowance for credit losses | $ 101 | $ 69 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
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) | 69,273,334 | 54,446,602 |
Common stock, shares outstanding (in shares) | 69,176,826 | 54,405,080 |
Treasury stock, shares (in shares) | 96,508 | 41,522 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, authorized (in shares) | 505,000 | |
Preferred stock, designated (in shares) | 505,000 | 505,000 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, authorized (in shares) | 240,861 | |
Preferred stock, designated (in shares) | 240,861 | 240,861 |
Preferred stock, outstanding (in shares) | 0 | 0 |
The 2023 Promissory Notes [Member] | Nonrelated Party [Member] | ||
Debt discount, noncurrent | $ 1,012 | |
The 2023 Promissory Notes [Member] | Related Party [Member] | ||
Debt discount, noncurrent | 2,149 | |
The 2023 Revenue Sharing Notes [Member] | Nonrelated Party [Member] | ||
Debt discount, noncurrent | 447 | |
The 2023 Revenue Sharing Notes [Member] | Related Party [Member] | ||
Debt discount, noncurrent | $ 223 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 34,933,000 | $ 19,920,000 |
Cost of revenue, excluding depreciation and amortization | 16,499,000 | 10,890,000 |
Operating expenses: | ||
General and administrative expenses | 27,038,000 | 26,612,000 |
Selling and marketing expenses | 7,347,000 | 8,329,000 |
Research and development expenses | 18,271,000 | 18,616,000 |
Depreciation and amortization | 7,894,000 | 6,422,000 |
Goodwill impairment | 0 | 34,835,000 |
Total operating expenses | 60,550,000 | 94,814,000 |
Loss from continuing operations | (42,116,000) | (85,784,000) |
Other income (expense): | ||
Gain on extinguishment of debt | 527,000 | 0 |
Gain on sale of ATSE | 0 | 2,643,000 |
Interest expense, net | (3,596,000) | (21,000) |
Other expense, net | (468,000) | (1,279,000) |
Total other income (expense) | (3,537,000) | 1,343,000 |
Loss before income taxes | (45,653,000) | (84,441,000) |
(Provision) benefit for income taxes | (32,000) | 987,000 |
Net loss from continuing operations | (45,685,000) | (83,454,000) |
Net income from discontinued operations | 0 | 339,000 |
Net loss | $ (45,685,000) | $ (83,115,000) |
Loss per common share from continuing operations - basic and diluted (in dollars per share) | $ (0.72) | $ (1.68) |
Earnings per common share discontinued operations - basic and diluted (in dollars per share) | 0 | 0.01 |
Loss per common share - basic and diluted (in dollars per share) | $ (0.72) | $ (1.67) |
Weighted average shares outstanding | ||
Basic and diluted (in shares) | 63,168,299 | 49,807,475 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock Outstanding [Member] Prefunded Warrants [Member] | Common Stock Outstanding [Member] The 2023 Registered Direct Offering Warrants [Member] | Common Stock Outstanding [Member] | Treasury Stock, Common [Member] Prefunded Warrants [Member] | Treasury Stock, Common [Member] The 2023 Registered Direct Offering Warrants [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] Prefunded Warrants [Member] | Additional Paid-in Capital [Member] The 2023 Registered Direct Offering Warrants [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] Prefunded Warrants [Member] | Retained Earnings [Member] The 2023 Registered Direct Offering Warrants [Member] | Retained Earnings [Member] | Prefunded Warrants [Member] | The 2023 Registered Direct Offering Warrants [Member] | Total |
Balance (in shares) at Dec. 31, 2021 | 43,987,896 | 19,361 | |||||||||||||
Balance at Dec. 31, 2021 | $ 4 | $ (319) | $ 171,285 | $ (69,883) | $ 101,087 | ||||||||||
Stock-based compensation | $ 0 | $ 0 | 6,616 | 0 | 6,616 | ||||||||||
Issuance of common stock pursuant to at the market offering, net (in shares) | 9,019,062 | 0 | |||||||||||||
Issuance of common stock pursuant to at the market offering, net | $ 1 | $ 0 | 22,753 | 0 | 22,754 | ||||||||||
Issuance upon exercise of stock options (in shares) | 99,970 | 0 | |||||||||||||
Issuance upon exercise of stock options | $ 0 | $ 0 | 93 | 0 | 93 | ||||||||||
Issuance upon vesting of restricted stock units (in shares) | 521,647 | 0 | |||||||||||||
Issuance upon vesting of restricted stock units | $ 0 | $ 0 | 0 | 0 | 0 | ||||||||||
Shares withheld upon vesting of restricted stock units (in shares) | (22,161) | 22,161 | |||||||||||||
Shares withheld upon vesting of restricted stock units | $ 0 | $ (98) | 0 | 0 | (98) | ||||||||||
Shares issued as part of the STS Acquisition (in shares) | 798,666 | 0 | |||||||||||||
Shares issued as part of the STS Acquisition | $ 0 | $ 0 | 2,000 | 0 | 2,000 | ||||||||||
Net loss | $ 0 | $ 0 | 0 | (83,115) | (83,115) | ||||||||||
Balance (in shares) at Dec. 31, 2022 | 54,405,080 | 41,522 | |||||||||||||
Balance at Dec. 31, 2022 | $ 5 | $ (417) | 202,747 | (152,998) | 49,337 | ||||||||||
Stock-based compensation | $ 0 | $ 0 | 4,352 | 0 | 4,352 | ||||||||||
Issuance of common stock pursuant to at the market offering, net (in shares) | 6,100,000 | 0 | |||||||||||||
Issuance of common stock pursuant to at the market offering, net | $ 1 | $ 0 | 9,158 | 9,159 | |||||||||||
Issuance upon exercise of stock options (in shares) | 141,166 | 0 | |||||||||||||
Issuance upon exercise of stock options | $ 0 | $ 0 | 158 | 0 | 158 | ||||||||||
Issuance upon vesting of restricted stock units (in shares) | 903,485 | 0 | |||||||||||||
Issuance upon vesting of restricted stock units | $ 0 | $ 0 | 0 | 0 | 0 | ||||||||||
Shares withheld upon vesting of restricted stock units (in shares) | (54,986) | 54,986 | |||||||||||||
Shares withheld upon vesting of restricted stock units | $ 0 | $ (105) | 0 | 0 | (105) | ||||||||||
Net loss | 0 | 0 | 0 | (45,685) | (45,685) | ||||||||||
Fair value allocated to warrants with 2023 Promissory Notes | $ 0 | $ 0 | 5,125 | 0 | 5,125 | ||||||||||
Issuance upon exercise of Series A warrants (in shares) | 36,375 | 0 | |||||||||||||
Issuance upon exercise of Series A warrants | $ 0 | $ 0 | 32 | 0 | 32 | ||||||||||
Issuance of common stock upon exercise of pre-funded warrants (in shares) | 772,853 | 6,872,853 | 0 | 0 | |||||||||||
Issuance of common stock upon exercise of pre-funded warrants | $ 0 | $ 1 | $ 0 | $ 0 | $ 1 | $ 10,995 | $ 1 | $ 10,996 | |||||||
Balance (in shares) at Dec. 31, 2023 | 69,176,826 | 96,508 | |||||||||||||
Balance at Dec. 31, 2023 | $ 7 | $ (522) | $ 232,568 | $ (198,683) | $ 33,370 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss from continuing operations | $ (45,685,000) | $ (83,454,000) |
Net income from discontinued operations | 0 | 339,000 |
Net loss | (45,685,000) | (83,115,000) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Bad debt expense | 160,000 | 86,000 |
Depreciation | 3,517,000 | 2,359,000 |
Amortization of right-of-use financing lease asset | 317,000 | 0 |
Non-cash operating lease expense | 727,000 | 362,000 |
Provision (benefit) for deferred income taxes | 13,000 | (987,000) |
Stock-based compensation | 4,352,000 | 6,616,000 |
Amortization of debt discount | 1,991,000 | 2,000 |
Amortization of intangible assets | 4,060,000 | 4,063,000 |
Goodwill impairment | 0 | 34,835,000 |
Impairment of SAFE Agreement | 101,000 | 0 |
Loss (gain) due to the remeasurement of the STS Earnout and Contingent Consideration, net | 384,000 | (883,000) |
Gain on the sale of property and equipment | (28,000) | 0 |
Gain on the sale of ATSE | 0 | (2,643,000) |
Gain on extinguishment of debt | (527,000) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,877,000) | 729,000 |
Inventory | (687,000) | 209,000 |
Other current assets | 144,000 | 331,000 |
Deposits | (495,000) | (292,000) |
Accounts payable, accrued expenses and other current liabilities | 1,600,000 | (2,229,000) |
Contract liabilities | 1,004,000 | 587,000 |
Operating lease liability | (1,249,000) | 239,000 |
Net cash used in operating activities - continuing operations | (32,178,000) | (40,070,000) |
Net cash (used in) provided by operating activities - discontinued operations | (449,000) | 458,000 |
Net cash used in operating activities | (32,627,000) | (39,612,000) |
Cash Flows from Investing Activities: | ||
SAFE Investment | 0 | (755,000) |
Capital expenditures | (1,388,000) | (2,990,000) |
Down payment on capital expenditures | 0 | (1,181,000) |
Proceeds from the sale of property and equipment | 177,000 | 0 |
Cash paid for STS acquisition, net | 0 | (6,389,000) |
Net cash provided by (used in) investing activities - continuing operations | 270,000 | (8,264,000) |
Net cash used in investing activities - discontinued operations | 0 | (125,000) |
Net cash provided by (used in) investing activities | 270,000 | (8,389,000) |
Cash Flows from Financing Activities: | ||
Net proceeds 2022 Promissory Notes - related party, exchanged for 2023 Promissory Notes - related party | 400,000 | 1,000,000 |
Payment of notes payable | 0 | (79,000) |
Proceeds from notes receivable | 340,000 | 198,000 |
Payments related to financing leases | (702,000) | 0 |
Net proceeds from exercise of options | 158,000 | 93,000 |
Net proceeds from 2023 Registered Direct Offering | 9,159,000 | 0 |
Repayments of loans payable | (107,000) | 0 |
Repurchases of common stock | (105,000) | (98,000) |
Net cash provided by financing activities | 45,602,000 | 23,868,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents - continuing operations | 13,694,000 | (24,466,000) |
Net (decrease) increase in cash, cash equivalents and restricted cash and cash equivalents - discontinued operations | (449,000) | 333,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents | 13,245,000 | (24,133,000) |
Cash, cash equivalents and restricted cash and cash equivalents at beginning of the period | 2,468,000 | 26,601,000 |
Cash, cash equivalents and restricted cash and cash equivalents at end of the period | 15,713,000 | 2,468,000 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents at end of the period - continuing operations | 15,385,000 | 1,924,000 |
Restricted cash and cash equivalents at end of the period - continuing operations | 328,000 | 254,000 |
Cash and cash equivalents at end of the period - discontinued operations | 0 | 290,000 |
Cash, cash equivalents and restricted cash and cash equivalents at end of the period | 15,713,000 | 2,468,000 |
At-the-market Offering [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from 2023 Registered Direct Offering | 0 | 22,754,000 |
Nonrelated Party [Member] | The 2023 Revenue Sharing Notes [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from Series A Prime Revenue Sharing Notes | 9,553,000 | 0 |
Nonrelated Party [Member] | The 2023 Promissory Notes [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from Series A Prime Revenue Sharing Notes | 4,000,000 | 0 |
Related Party [Member] | The 2023 Revenue Sharing Notes [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from Series A Prime Revenue Sharing Notes | 4,777,000 | 0 |
Related Party [Member] | The 2023 Promissory Notes [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from Series A Prime Revenue Sharing Notes | 7,100,000 | 0 |
Series A Preferred Stock Warrants [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from exercise of the warrants associated with series A preferred stock | 32,000 | 0 |
The 2023 Registered Direct Offering Warrants [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from exercise of the warrants associated with series A preferred stock | 10,996,000 | 0 |
Prefunded Warrants [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from exercise of the warrants associated with series A preferred stock | 1,000 | 0 |
Roker SAFE [Member] | ||
Cash Flows from Investing Activities: | ||
Proceeds from the Roker SAFE | 1,481,000 | 0 |
ATSE [Member] | ||
Cash Flows from Investing Activities: | ||
Proceeds from the sale of ATSE, net | $ 0 | $ 3,051,000 |
Note 1 - Business and Significa
Note 1 - Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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 , 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 Liquidity and Going Concern Management has assessed going concern uncertainty to determine whether there is sufficient cash on hand, together with expected capital raises and working capital, to assure operations for a period of at least one The Company has generated losses and negative operating cashflows since its inception and has relied on external sources of financing to support the cash flow from operations. The Company attributes losses to non-capital expenditures related to the scaling of existing products and services, development of new products and services and marketing efforts associated with these existing and new products and services. As of and for the year ended December 31, 2023, Our cash increased by $13,245,000 for the year ended December 31, 2023 vities of which was offset by the net cash used in operating activities of . Based on the Company's current business plan assumptions and the expected cash burn rate, the Company believes that the existing cash is insufficient to fund its current level of operations for the next twelve The Company's ability to generate positive operating results and execute its business strategy will depend on (i) its ability to continue the growth of its customer base, (ii) its ability to continue to improve its quarterly financial metrics such as net loss and cash used from operating activities (iii) the continued performance of its contractors, subcontractors and vendors, (iv) its ability to maintain and build good relationships with investors, lenders and other financial intermediaries, (v) its ability to maintain timely collections from existing customers, and (vi) the ability to scale its business processes. 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. 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 consolidated statement of operations. The currency transaction gain for the year ended December 31, 2023 2022 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, 2023 2022 g $15,713,000 and $2,468,000 , respective one For the year ended December 31, 2023 December 31, 2022 no 10% As of December 31, 2023 Customer A and Customer B accounted for 22% and 13%, December 31, 2022 no 10% 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, 2023 2022 Accounts Receivable and Allowance for Credit Losses 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, 2023 December 31, 2022 The Company maintains an allowance for credit losses at an amount estimated to be sufficient to cover the risk of collecting less than full payment of the receivables. The Company estimates losses on receivables based on expected losses, including our historical experience of actual losses. Receivables are considered impaired and written-off when it is probable that all contractual payments due will not Note Receivables In connection with the sale of its former TeamGlobal subsidiaries in June 2020, $1,700,000, five December 2025, first 2021. December 31, 2023 2022 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, 2023 2022 A summary of other current liabilities is as follows (in thousands): December 31, 2023 December 31, 2022 Payroll and payroll related 2,824 2,483 Right of offset to restricted cash 328 243 STS Contingent Consideration 1,800 - Other 658 46 Total $ 5,610 $ 2,772 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, 2023 2022 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 Research and 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, 2023 2022 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. As of December 31, 2023 2022, not 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 right-of-use operating lease assets, net, lease liabilities operating, short-term and lease liabilities operating, long-term, in the consolidated balance sheets. Financing leases are included in right-of-use financing lease assets, net, lease liabilities financing, short-term and lease liabilities financing, long-term, in the consolidated balance sheets. 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. 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. Goodwill The excess purchase consideration over the fair value of acquired assets and liabilities is recorded as goodwill. Goodwill is not October 1st December 31, 2023, not 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” Revenue Recognition The Company derives its revenues primarily from the licensing and sale of its roadway data and traffic management product and service offerings. These offerings include a mixture of data collection, implementation, engineering, customer support and maintenance services, as well as software and hardware. 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, 2023 2022 Recurring revenue $ 20,755 $ 13,091 Product and service revenue 14,178 6,829 Total revenue $ 34,933 $ 19,920 Information about the Company’s revenue in different geographic regions, which is attributable to the Company’s operations located primarily in the United States and other countries is as follows (dollars in thousands): Year ended December 31, 2023 2022 United States $ 32,386 $ 17,889 Other 2,547 2,031 Total revenue $ 34,933 $ 19,920 For the year ended December 31, 2023 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 both from long-term contracts with customers that provide for periodic payments and from 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 implementation 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 recurring revenue from software sales, the Company recognizes point-in-time revenue related to the sale of perpetual software licenses. The Company sells perpetual licenses that provide customers the right to use software for an indefinite period in exchange for a one The Company also generates revenue through the sale of hardware through its partner program and internal 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 provides hardware installation services to customers which range from one six Contactless compliance revenues reflect arrangements to provide hardware systems and services 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, 2023 2022 Urban mobility $ 16,773 $ 7,692 Transportation management 3,286 2,787 Public safety 14,874 9,441 Total revenue $ 34,933 $ 19,920 Urban mobility Urban mobility revenue consists of revenue derived from the Company's roadway data aggregation activities. These activities can 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 Company initiated this platform in June 2022 13 Transportation management Transportation 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. Public Safety Public safety 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, 2023 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, 2023 not December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 December 31, 2023 $2,930,000 o December 31, 2022 The contract liabilities as of December 31, 2023 December 31, ( 2024 $ 3,604 2025 822 2026 396 2027 165 2028 66 Total $ 5,053 Practical Expedients Election Costs to Obtain and Fulfill a Contract The Company’s incremental costs to obtain a contract consist of sales commissions. The Company elected to use the practical expedient to expense costs to obtain a contract as incurred when the amortization period would have been one December 31, 2023 2022 one Advertising The Company expenses all non-direct response advertising costs as incurred. Advertising costs for the years ended December 31, 2023 2022 re $231,000 and Segment Information The Company operates as one Income Taxes Provision (benefit) for income tax 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, 2023 2022 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 accounts for forfeitures as they occur. Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets for accounts receivable, notes receivable and accounts payable approximate fair value as of December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 The determination of fair value is based upon the fair value framework established by ASC Topic 820, 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 contingent consideration to be Level 3 There were no December 31, 2023 Earnings (Loss) per Share Basic loss per share or earnings per share ("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 Treasury shares are presented as a reduction of equity, at their cost to the Company. N ew Accounting Pronouncements Effective in the Current Period In June 2016, 2016 13 326 2016 13” 2016 13 2016 13 December 15, 2022. 2016 13 2016 13 2016 13 not Recently Issued Accounting Pronouncements In November 2023, 2023 07 280 280 January 1, 2025, In December 2023, 2023 09 740 January 1, 2025 |
Note 2 - Business Acquisitions
Note 2 - Business Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 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, 2023 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 Operations of Combined Entities The following unaudited pro forma combined financial information gives effect to the acquisition of STS as if it were consummated as of January 1, 2022. not January 1, 2022 ( Year ended December 31, 2023 2022 (Dollars in thousands, except per share data) Total revenue from continuing operations $ 34,933 $ 25,805 Net loss from continuing operations $ (45,685 ) $ (84,254 ) Basic and diluted loss per share continuing operations $ (0.72 ) $ (1.68 ) Basic and diluted number of shares 63,168,299 50,184,867 ATD Acquisition On January 2, 2024 January 2, 2024, NOTE 17 |
Note 3 - Investments
Note 3 - Investments | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 There were no distributions or earnings received from this investment in the year ended December 31, 2023 2022 Roker In June 2020, third 2020 first 2021, December 31, 2023 2022 In 2021, 2022, not During the year ended December 31, 2023, During the year ended December 31, 2023, December 31, 2023 July 25, 2024 July 25, 2025. |
Note 4 - Discontinued Operation
Note 4 - Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
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 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, 2023 2022 December 31, 2023 December 31, 2022 There was no December 31, 2023 December 31, 2022 December 31, 2022 Firestorm ATSE Total ASSETS Current assets Cash and cash equivalents $ - $ - $ - Restricted cash and cash equivalents - 290 290 Accounts receivable, net - 41 41 Inventory - - - Total current assets - 331 331 Long-term assets Property and equipment, net - - - Right-of-use lease assets, net - - - Intangible assets, net - - - Total long-term assets, net - - - Total assets $ - $ 331 $ 331 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 33 $ 68 $ 101 Lease liability, short-term 99 - 99 Other current liabilities - 290 290 Total current liabilities 132 358 490 Long-Term Liabilities Lease liability, long-term - - - Total liabilities $ 132 $ 358 $ 490 There were no December 31, 2023 December 31, 2022 Year ended December 31, 2022 Firestorm ATSE Total Revenue $ - $ 2,360 $ 2,360 Cost of revenue, excluding depreciation and amortization - 1,645 1,645 Operating expenses: General and administrative expenses 1 215 216 Depreciation and amortization - 160 160 Total operating expenses 1 375 376 Net (loss) income from discontinued operations $ (1 ) $ 340 $ 339 |
Note 5 - Supplemental Disclosur
Note 5 - Supplemental Disclosures of Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Year ended December 31, 2023 2022 Cash paid for interest $ 1,648 $ 59 Cash paid for taxes 9 60 Decrease in accounts payable and accrued expenses related to purchases of property and equipment (749 ) (528 ) (Increase) decrease in accounts payable and accrued expenses related to purchases of inventory (550 ) 724 Increase in inventory related to the transfer of property and equipment 935 - Decrease in deposits related to property and equipment received 417 - Non-cash investing activities: 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 the acquisition of STS - 1,001 Loans issued for property and equipment - (460 ) Non-cash financing activities: 2022 Promissory Notes exchanged for 2023 Promissory Notes - related party 1,000 - Warrants issued in connection with the 2023 Promissory Notes 1,640 - Warrants issued in connection with the 2023 Promissory Notes - related party 3,485 - New Leases under ASC-842 Right-of-use assets obtained in exchange for new finance lease liabilities 1,837 - Recognition of operating lease - right-of-use lease asset 649 3,508 Lease incentive recognized in current assets - 919 Recognition of operating lease - lease liability $ (649 ) $ (4,427 ) |
Note 6 - Inventory, Net
Note 6 - Inventory, Net | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 6 INVENTORY As of December 31, 2023 2022 December 31, 2023 2022 Parts and cameras $ 2,633 $ 1,154 Finished goods 425 832 Total inventory $ 3,058 $ 1,986 |
Note 7 - Property and Equipment
Note 7 - Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Furniture and fixtures $ 1,959 $ 1,959 Office equipment 4,945 3,969 Roadway monitoring systems placed in service 4,928 3,999 Vehicles 2,052 2,539 Leasehold improvements 4,508 4,459 Roadway monitoring systems not yet placed in service 1,305 3,144 Total $ 19,697 $ 20,069 Less: accumulated depreciation (6,509 ) (3,336 ) Property and equipment, net $ 13,188 $ 16,733 Depreciation related to property and equipment, net for the years ended December 31, 2023 2022 Information about the Company’s total assets in different geographic regions is as follows (dollars in thousands): December 31, 2023 2022 United States $ 18,036 $ 18,465 Other 1,661 1,604 Accumulated depreciation (6,509 ) (3,336 ) Total property and equipment, net $ 13,188 $ 16,733 |
Note 8 - Leases
Note 8 - Leases | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Operating and Finance Leases [Text Block] | NOTE 8 LEASES The Company has operating leases for office facilities in various locations throughout the United States and Israel. Additionally, the Company has financing leases for vehicles it uses for its operations throughout the United States. The Company’s leases have remaining terms of one nine Lease cost recognized in our consolidated statements of operations is summarized as follows (dollars in thousands): Year ended December 31, 2023 2022 Operating lease cost $ 2,091 $ 2,040 Finance lease cost Amortization of right-of-use assets 317 - Interest on lease liabilities 76 - Finance lease cost 393 - Total lease cost $ 2,484 $ 2,040 For the year ended December 31, 2023, Other information about lease amounts recognized in our consolidated financial statements is as follows: Year ended December 31, 2023 2022 Weighted-average remaining lease term (years) - operating leases 8.47 9.45 Weighted-average remaining lease term (years) - financing leases 2.84 - Weighted-average discount rate - operating leases 9 % 9 % Weighted-average discount rate - financing leases 9 % - Maturities of operating and financing lease liabilities for continuing operations at December 31, 2023 Operating Leases Financing Leases 2024 $ 2,516 $ 669 2025 2,529 669 2026 2,410 401 2027 2,352 54 2028 2,388 27 Thereafter 8,795 - Total lease payments 20,990 1,820 Less imputed interest 6,284 216 Maturities of lease liabilities $ 14,706 $ 1,604 |
Note 9 - Intangible Assets
Note 9 - Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 9 INTANGIBLE ASSETS Goodwill There were no December 31, 2023 December 31, 2021 December 31, 2022 ( December 31, 2021 STS Acquisition Impairment December 31, 2022 Goodwill $ 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, 2023 December 31, 2021 Additions Amortization December 31, 2022 Additions Amortization December 31, 2023 Intangible assets subject to amortization from continuing operations Customer relationships $ 328 $ 3,400 $ (147 ) $ 3,581 $ - $ (260 ) $ 3,321 Marketing related 97 700 (113 ) 684 - (185 ) 499 Technology based 20,304 - (3,455 ) 16,849 - (3,430 ) 13,419 Internally capitalized software 533 - (348 ) 185 - (185 ) - Intangible assets subject to amortization from continuing operations $ 21,262 $ 4,100 $ (4,063 ) $ 21,299 $ - $ (4,060 ) $ 17,239 The following provides a breakdown of identifiable intangible assets as of December 31, 2023 2022 December 31, 2023 2022 Customer relationships $ 3,861 $ 3,861 Marketing related 1,027 1,027 Technology based 24,107 24,107 Internally capitalized software 1,236 1,236 Total 30,231 30,231 Less: accumulated amortization (12,992 ) (8,932 ) Identifiable intangible assets from continuing operations, net $ 17,239 $ 21,299 These intangible assets are being amortized on a straight-line basis over their weighted average remaining estimated useful life of 5.6 years. Am December 31, 2023 2022 As of December 31, 2023 five 2024 $ 3,841 2025 3,832 2026 3,019 2027 2,744 2028 1,769 Thereafter 2,034 Total $ 17,239 |
Note 10 - Debt
Note 10 - Debt | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 10 DEBT STS Notes On June 17, 2022, two June 14, 2024 June 17, 2025, December 31, 2022 December 31, 2023 Loans Payable As part of its operations the Company enters loans related to purchases of its vehicles. These loans have maturities between 2024 2028 2022 On December 20, 2022, “2022 13G May 20, 2022, first 2023, 2022 No 2022 2022 2023 2023 Promissory Notes On January 18, 2023, “2023 January 18, 2023, 2023 NOTE 14 STOCKHOLDERS' EQUITY 2022 2023 2022 no The 2023 2023 July 18, 2025 ( 2023 At any time, the Company may 2023 2023 first 2023 first second 2023 second 2023 The Company determined that the holder redemption and mandatory redemption options would qualify as derivatives and be subject to accounting under ASC Topic 815, The Securities Purchase Agreement contains customary representations and warranties of the Company and the investors. The Company has a material relationship with two 13G/A February 14, 2024. six not December 31, 2023 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 2023 may not not September 14, 2023, 2023 The 2023 2023 2023 2023 The warrants issued in connection with the initial closing have an exercise price of $2.00 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, are immediately exercisable, have a term of five Subsequent to year-end all of the 2023 NOTE 17 SUBSEQUENT EVENTS 2023 Series A Prime Revenue Sharing Notes On December 15, 2023, December 15, 2026. Interest will be paid based on revenue received from an initial pool of “prime” accounts which are related to contracts from customers in five December 15, 2023 first As part of the terms of the Series A Prime Revenue Sharing Notes the Company is required to maintain an interest reserve related to not three three December 31, 2023 third not The Company may December 15, 2026 106%. may may not December 15, 2024. may December 31, 2023, Interest Expense, net 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, 2023 2022 Contractual interest $ 1,648 70 Amortization of debt issuance costs 1,991 2 Total interest expense, net 3,639 72 Less: interest income (43 ) (51 ) Total interest expense, net $ 3,596 $ 21 Schedule of Principal Amounts Due on Debt The principal amounts due for notes payable and loans payable are shown below as of December 31, 2023 2024 $ 1,074 2025 13,578 2026 15,083 2027 86 2028 27 Thereafter - Total 29,848 Less unamortized financing costs (3,831 ) Total notes payable $ 26,017 |
Note 11 - Income Taxes
Note 11 - Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
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 provision (benefit) for income taxes for the years ended December 31, 2023 2022 consists of the following (dollars in thousands): Year ended December 31, 2023 2022 Federal: Deferred $ 13 $ (987 ) Total federal 13 (987 ) State: Current 19 - Total state 19 - Provision (benefit) for income taxes $ 32 $ (987 ) The components of deferred income tax assets and liabilities are as follows on December 31, 2023 2022 (dollars in thousands): Year ended December 31, Deferred tax assets 2023 2022 Net operating loss $ 40,361 $ 29,402 163(j) limitation 3,186 2,158 Lease liabilities 4,085 3,906 Research and development 3,891 4,551 Other 1,646 511 Total gross deferred tax assets 53,169 40,528 Valuation allowance for deferred tax assets (46,531 ) (35,606 ) Total deferred tax assets $ 6,638 $ 4,922 Deferred tax liabilities: Right-of-use asset (2,912 ) (895 ) Goodwill and intangibles (3,020 ) (3,976 ) Fixed assets (771 ) (103 ) Total gross deferred tax liabilities (6,703 ) (4,974 ) Net deferred tax liabilities $ (65 ) $ (52 ) The difference between the income tax provision (benefit) computed at the U.S. Federal statutory rate and the effective tax rate is as follows for the years ended December 31, 2023 2022 : Year ended December 31, 2023 2022 U.S. statutory federal rate 21.00 % 21.00 % (Decrease) increase in taxes resulting from: State income tax rate, net of U.S. Federal benefit 4.42 % 3.10 % True-ups 0.70 % 4.20 % Other (0.59 )% (0.60 )% Valuation allowance (25.60 )% (26.50 )% Effective tax rate (0.07 )% 1.20 % The Company files income tax returns in the United States and various state and foreign jurisdictions. No December 31, 2023 . 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, 2023 , the Company had gross federal and state net operating loss carryforwards of and , respectively. The gross NOLs generated in the years ended December 31, 2023 2022 of and $54,495,000, respectively, will be carried forward indefinitely and are subject to the annual 80 December 31, 2023 , 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 2035 not 80 As of December 31, 2022 , Rekor had gross federal and state net operating loss carryforwards of $114,742,000 and $106,866,000 , respectively. As of December 31, 2022 , Rekor had net federal and state net operating loss carryforwards of $24,096,000 , 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, 2023 2022 , 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. |
Note 12 - Employee Benefit Plan
Note 12 - Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
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 by the Company under these plans during the years ended December 31, 2023 2022 re $1,270,000 an $1,338,000 |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 13 – COMMITMENTS AND CONTINGENCIES From time to time, the Company may 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 recorded a reduction to notes payable, the related accrued interest and other assets and liabilities that was presented as discontinued operations. The Company also cancelled warrants to purchase 631,254 shares of common stock, which were issued in connection with the acquisition of Firestorm. H.C Wainwright & Co., LLC In March 2023, March 2023. may first twelve In July 2023, one July On or about October 23, 2023, July not February 29, 2024, March 4, 2024, On February 29, 2024, February 2024 The Company believes these claims are without merit. The Company intends to vigorously defend itself in this lawsuit. Occupational Safety and Health Administration ( OSHA ) Claim In 2023 two November 30, 2023, Thereafter, Claimants appealed the determination by filing objections and requesting a hearing before an Administrative Law Judge. The Company likewise filed a request for an award of attorneys’ fees. On January 4, 2024, February 28, 2024, December 2, 2024. The Company believes these claims are without merit. The Company intends to vigorously defend itself in this lawsuit. |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | NOTE 14 STOCKHOLDERS EQUITY Common Stock Effective March 18, 2020, not not 2023 Registered Direct Offering On March 23, 2023, one five 2023 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 During the year ended December 31, 2023, 2023 Letter Agreement On July 25, 2023, “2023 2023 2023 “2023 2023 September 29, 2023. 2023 January 25, 2029 The 2023 five 2023 zero 2023 Warrants In connection with the initial closing of the 2023 January 18, 2023, five 2023 The Company estimated the fair value of the warrants using the Black-Scholes pricing model. The use of the Black-Scholes 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. The fair value of each warrant granted has been estimated as of the date of the grant using the Black-Scholes pricing model with the following assumptions: Risk-free interest rate 3.42 % Expected term (in years) 5 Volatility 113 % Dividend yield 0 % Estimated annual forfeiture rate at the time of grant 0 % The Company treats the warrants as a debt discount, recorded as a contra-liability against the debt, and amortizes the balance over the life of the underlying debt as interest expense, net in the consolidated statements of operations. 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 2024 On February 9, 2024, “2024 NOTE 17 2024 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. As of December 31, 2023 2022, 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. 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 of December 31, 2023 2022, Warrants A summary of the warrant activity for the Company for the period ended December 31, 2023 December 31, 2022 Series A Preferred Stock Warrants (1) Firestorm Warrants (2) Secure Education Warrants (3) 2018 Public Offering Warrants (4) 2023 Promissory Notes (5) 2023 Registered Direct Offering (6) 2023 Private Warrants (7) Total 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 - - - - - - - - Active warrants January 1, 2023 41,996 631,254 15,556 3,505 - - - 692,311 Issued warrants - - - - 6,250,000 8,126,806 2,850,000 17,226,806 Exercised warrants (36,375 ) - - - - (7,645,706 ) - (7,682,081 ) Expired warrants (5,621 ) - (15,556 ) (3,505 ) - - - (24,682 ) Cancelled warrants - (631,254 ) - - - - - (631,254 ) Outstanding warrants December 31, 2023 - - - - 6,250,000 481,100 2,850,000 9,581,100 Weighted average strike price of outstanding warrants as of December 31, 2023 $ - $ - $ - $ - $ 2.00 $ 1.82 $ 3.25 $ 2.36 Intrinsic value of outstanding warrants as of December 31, 2023 $ - $ - $ - $ - $ 8,313,000 $ 727,000 $ 228,000 $ 9,268,000 Shares of common stock issued for warrant exercises during the year ended December 31, 2023 36,375 - - - - 7,645,706 - 7,682,081 ( 1 As part of a Regulation A Offering in fiscal years 2016 2017, November 8, 2023. ( 2 As part of the acquisition of Firestorm on January 24, 2017, five five January 24, 2022. 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 January 18, 2023, 2023 five January 18, 2023 January 18, 2028. ( 6 On March 23, 2023, 2023 one one March 27, 2023 March 27, 2028. ( 7 On July 25, 2023, 2023 five July 25, 2023 January 25, 2029. |
Note 15 - Equity Incentive Plan
Note 15 - Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2023 | |
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-based compensation expense included in the consolidated statements of operations was as follows (dollars in thousands) Year ended December 31, 2023 2022 Cost of revenue, excluding depreciation and amortization $ 20 $ 152 General and administrative expenses 2,155 2,988 Selling and marketing expenses 413 1,378 Research and development expenses 1,764 2,098 Total stock-based compensation expense $ 4,352 $ 6,616 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, 2023 2022 A summary of stock option activity under the Company’s 2017 December 31, 2023 2022 Number of Shares Subject to Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding balance at January 1, 2022 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 Exercised (141,166 ) 1.12 - Forfeited - - - Expired (32,373 ) 3.44 - Outstanding balance at December 31, 2023 688,841 $ 1.20 3.70 $ 1,478,000 Exercisable at December 31, 2023 688,841 $ 1.20 3.70 $ 1,478,000 There were no options granted in the years ended December 31, 2023 2022 December 31, 2023 2022 and $113 ,000 As of December 31, 2023 2017 . Restricted Stock Units Stock compensation expense related to RSU’s for the years ended December 31, 2023 2022 was a A summary of RSU activity under the Company’s 2017 December 31, 2023 2022 Number of Shares Weighted Average Unit Price Weighted Average Remaining Contractual Term (Years) Outstanding balance at January 1, 2022 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 Granted 898,440 1.92 1.65 Vested (903,485 ) 5.83 0.66 Forfeited (187,757 ) 3.49 1.38 Outstanding balance at December 31, 2023 1,747,458 $ 3.79 1.39 All RSUs granted vest upon the satisfaction of a service-based vesting condition. As of December 31, 2023 was $4,077,000 of 2017 of 1.39 |
Note 16 - Loss Per Share
Note 16 - Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Basic and diluted loss per share Net loss from continuing operations $ (45,685 ) $ (83,454 ) Net income attributable to shareholders from discontinued operations - 339 Net loss attributable to common shareholders $ (45,685 ) $ (83,115 ) Weighted average common shares outstanding - basic and diluted 63,168,299 49,807,475 Basic and diluted loss per share from continuing operations $ (0.72 ) $ (1.68 ) Basic and diluted earnings per share from discontinued operations - 0.01 Basic and diluted loss per share $ (0.72 ) $ (1.67 ) Common stock equivalents excluded due to anti-dilutive effect 12,017,399 3,494,951 As the Company had a net loss for the year ended December 31, 2023 As the Company had a net loss for the year ended December 31, 2022 |
Note 17 - Subsequent Events
Note 17 - Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 17 SUBSEQUENT EVENTS ATD Acquisition On January 2, 2024 ( The aggregate purchase price for the interests of ATD was approximately $19,750,000, subject to a customary working capital adjustment. The purchase price comprises approximately $9,750,000 in cash which included closing adjustments and 3,496,463 unregistered shares of the Company’s common stock (the “Stock Consideration”), based on a volume weighted average trading price of the Company’s common stock over a thirty 3,496,463 twelve one ATD Preliminary Purchase Price Allocation The table below summarizes the allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on management’s preliminary estimates of their respective fair values for purposes of the pro forma financial information as of the acquisition date, January 2, 2024 ( Cash paid $ 9,795 Common stock issued 10,000 Total Consideration $ 19,795 Assets Cash and cash equivalents $ 826 Accounts receivable 3,351 Property and equipment 1,710 Right-of-use operating lease assets 257 Intangible assets 11,800 Total assets acquired $ 17,944 Liabilities Accounts payable and accrued expenses $ 486 Lease liability operating, short-term 157 Other current liabilities 200 Lease liability operating, long-term 121 Deferred tax liability, long-term 2,478 Total liabilities assumed $ 3,442 Fair value of identifiable net assets acquired $ 14,502 Goodwill $ 5,293 This preliminary purchase price allocation has been used to prepare pro forma adjustments in the unaudited pro forma operations of combined entities below. Due to the recent completion of the acquisition, the determination of the purchase price and the allocation of the purchase price used in the unaudited pro forma condensed combined financial information are based upon preliminary estimates, which are subject to change during the measurement period (up to one not ATD Operations of Combined Entities The following unaudited pro forma combined financial information gives effect to the acquisition of ATD and the Series A Prime Revenue Sharing Notes as if they were consummated as of January 1, 2022. not January 1, 2022 ( Year ended December 31, 2023 2022 (Dollars in thousands, except per share data) Total revenue from continuing operations $ 44,709 $ 28,183 Net loss from continuing operations $ (46,521 ) $ (84,115 ) Basic and diluted loss per share continuing operations $ (0.70 ) $ (1.58 ) Basic and diluted number of shares 66,664,762 53,303,938 2024 In the first 2024, “2024 2024 On February 9, 2024, 2024 February 13, 2024. 2024 Retirement of the 2023 On March 4, 2024, 2023 2023 2023 Board Election's Pursuant to the terms of the ATD Acquisition, the Seller was granted 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 2024 50% On January 2, 2024, eight On March 1, 2024, one nine 2024 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | 9B. OTHER INFORMATION None. |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 |
Liquidity [Policy Text Block] | Liquidity and Going Concern Management has assessed going concern uncertainty to determine whether there is sufficient cash on hand, together with expected capital raises and working capital, to assure operations for a period of at least one The Company has generated losses and negative operating cashflows since its inception and has relied on external sources of financing to support the cash flow from operations. The Company attributes losses to non-capital expenditures related to the scaling of existing products and services, development of new products and services and marketing efforts associated with these existing and new products and services. As of and for the year ended December 31, 2023, Our cash increased by $13,245,000 for the year ended December 31, 2023 vities of which was offset by the net cash used in operating activities of . Based on the Company's current business plan assumptions and the expected cash burn rate, the Company believes that the existing cash is insufficient to fund its current level of operations for the next twelve The Company's ability to generate positive operating results and execute its business strategy will depend on (i) its ability to continue the growth of its customer base, (ii) its ability to continue to improve its quarterly financial metrics such as net loss and cash used from operating activities (iii) the continued performance of its contractors, subcontractors and vendors, (iv) its ability to maintain and build good relationships with investors, lenders and other financial intermediaries, (v) its ability to maintain timely collections from existing customers, and (vi) the ability to scale its business processes. 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. |
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 consolidated statement of operations. The currency transaction gain for the year ended December 31, 2023 2022 |
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, 2023 2022 g $15,713,000 and $2,468,000 , respective one For the year ended December 31, 2023 December 31, 2022 no 10% As of December 31, 2023 Customer A and Customer B accounted for 22% and 13%, December 31, 2022 no 10% |
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, 2023 2022 |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowance for Credit Losses 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, 2023 December 31, 2022 The Company maintains an allowance for credit losses at an amount estimated to be sufficient to cover the risk of collecting less than full payment of the receivables. The Company estimates losses on receivables based on expected losses, including our historical experience of actual losses. Receivables are considered impaired and written-off when it is probable that all contractual payments due will not |
Receivable [Policy Text Block] | Note Receivables In connection with the sale of its former TeamGlobal subsidiaries in June 2020, $1,700,000, five December 2025, first 2021. December 31, 2023 2022 |
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, 2023 2022 A summary of other current liabilities is as follows (in thousands): December 31, 2023 December 31, 2022 Payroll and payroll related 2,824 2,483 Right of offset to restricted cash 328 243 STS Contingent Consideration 1,800 - Other 658 46 Total $ 5,610 $ 2,772 |
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, 2023 2022 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] | Research and 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, 2023 2022 |
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. As of December 31, 2023 2022, not |
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 right-of-use operating lease assets, net, lease liabilities operating, short-term and lease liabilities operating, long-term, in the consolidated balance sheets. Financing leases are included in right-of-use financing lease assets, net, lease liabilities financing, short-term and lease liabilities financing, long-term, in the consolidated balance sheets. 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. 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. |
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 December 31, 2023, not 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” |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition The Company derives its revenues primarily from the licensing and sale of its roadway data and traffic management product and service offerings. These offerings include a mixture of data collection, implementation, engineering, customer support and maintenance services, as well as software and hardware. 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, 2023 2022 Recurring revenue $ 20,755 $ 13,091 Product and service revenue 14,178 6,829 Total revenue $ 34,933 $ 19,920 Information about the Company’s revenue in different geographic regions, which is attributable to the Company’s operations located primarily in the United States and other countries is as follows (dollars in thousands): Year ended December 31, 2023 2022 United States $ 32,386 $ 17,889 Other 2,547 2,031 Total revenue $ 34,933 $ 19,920 For the year ended December 31, 2023 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 both from long-term contracts with customers that provide for periodic payments and from 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 implementation 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 recurring revenue from software sales, the Company recognizes point-in-time revenue related to the sale of perpetual software licenses. The Company sells perpetual licenses that provide customers the right to use software for an indefinite period in exchange for a one The Company also generates revenue through the sale of hardware through its partner program and internal 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 provides hardware installation services to customers which range from one six Contactless compliance revenues reflect arrangements to provide hardware systems and services 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, 2023 2022 Urban mobility $ 16,773 $ 7,692 Transportation management 3,286 2,787 Public safety 14,874 9,441 Total revenue $ 34,933 $ 19,920 Urban mobility Urban mobility revenue consists of revenue derived from the Company's roadway data aggregation activities. These activities can 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 Company initiated this platform in June 2022 13 Transportation management Transportation 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. Public Safety Public safety 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, 2023 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, 2023 not December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 December 31, 2023 $2,930,000 o December 31, 2022 The contract liabilities as of December 31, 2023 December 31, ( 2024 $ 3,604 2025 822 2026 396 2027 165 2028 66 Total $ 5,053 Practical Expedients Election Costs to Obtain and Fulfill a Contract The Company’s incremental costs to obtain a contract consist of sales commissions. The Company elected to use the practical expedient to expense costs to obtain a contract as incurred when the amortization period would have been one December 31, 2023 2022 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, 2023 2022 re $231,000 and |
Segment Reporting, Policy [Policy Text Block] | Segment Information The Company operates as one |
Income Tax, Policy [Policy Text Block] | Income Taxes Provision (benefit) for income tax 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, 2023 2022 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 accounts for forfeitures as they occur. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets for accounts receivable, notes receivable and accounts payable approximate fair value as of December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 The determination of fair value is based upon the fair value framework established by ASC Topic 820, 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 contingent consideration to be Level 3 There were no December 31, 2023 |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) per Share Basic loss per share or earnings per share ("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 Treasury shares are presented as a reduction of equity, at their cost to the Company. |
New Accounting Pronouncements, Policy [Policy Text Block] | ew Accounting Pronouncements Effective in the Current Period In June 2016, 2016 13 326 2016 13” 2016 13 2016 13 December 15, 2022. 2016 13 2016 13 2016 13 not Recently Issued Accounting Pronouncements In November 2023, 2023 07 280 280 January 1, 2025, In December 2023, 2023 09 740 January 1, 2025 |
Note 1 - Business and Signifi_2
Note 1 - Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Other Current Liabilities [Table Text Block] | December 31, 2023 December 31, 2022 Payroll and payroll related 2,824 2,483 Right of offset to restricted cash 328 243 STS Contingent Consideration 1,800 - Other 658 46 Total $ 5,610 $ 2,772 |
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, 2023 2022 Recurring revenue $ 20,755 $ 13,091 Product and service revenue 14,178 6,829 Total revenue $ 34,933 $ 19,920 Year ended December 31, 2023 2022 United States $ 32,386 $ 17,889 Other 2,547 2,031 Total revenue $ 34,933 $ 19,920 Year ended December 31, 2023 2022 Urban mobility $ 16,773 $ 7,692 Transportation management 3,286 2,787 Public safety 14,874 9,441 Total revenue $ 34,933 $ 19,920 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | 2024 $ 3,604 2025 822 2026 396 2027 165 2028 66 Total $ 5,053 |
Note 2 - Business Acquisitions
Note 2 - Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Business Acquisition, Pro Forma Information [Table Text Block] | Year ended December 31, 2023 2022 (Dollars in thousands, except per share data) Total revenue from continuing operations $ 34,933 $ 25,805 Net loss from continuing operations $ (45,685 ) $ (84,254 ) Basic and diluted loss per share continuing operations $ (0.72 ) $ (1.68 ) Basic and diluted number of shares 63,168,299 50,184,867 |
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, 2023 | |
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 Firestorm ATSE Total ASSETS Current assets Cash and cash equivalents $ - $ - $ - Restricted cash and cash equivalents - 290 290 Accounts receivable, net - 41 41 Inventory - - - Total current assets - 331 331 Long-term assets Property and equipment, net - - - Right-of-use lease assets, net - - - Intangible assets, net - - - Total long-term assets, net - - - Total assets $ - $ 331 $ 331 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 33 $ 68 $ 101 Lease liability, short-term 99 - 99 Other current liabilities - 290 290 Total current liabilities 132 358 490 Long-Term Liabilities Lease liability, long-term - - - Total liabilities $ 132 $ 358 $ 490 Year ended December 31, 2022 Firestorm ATSE Total Revenue $ - $ 2,360 $ 2,360 Cost of revenue, excluding depreciation and amortization - 1,645 1,645 Operating expenses: General and administrative expenses 1 215 216 Depreciation and amortization - 160 160 Total operating expenses 1 375 376 Net (loss) income from discontinued operations $ (1 ) $ 340 $ 339 |
Note 5 - Supplemental Disclos_2
Note 5 - Supplemental Disclosures of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Year ended December 31, 2023 2022 Cash paid for interest $ 1,648 $ 59 Cash paid for taxes 9 60 Decrease in accounts payable and accrued expenses related to purchases of property and equipment (749 ) (528 ) (Increase) decrease in accounts payable and accrued expenses related to purchases of inventory (550 ) 724 Increase in inventory related to the transfer of property and equipment 935 - Decrease in deposits related to property and equipment received 417 - Non-cash investing activities: 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 the acquisition of STS - 1,001 Loans issued for property and equipment - (460 ) Non-cash financing activities: 2022 Promissory Notes exchanged for 2023 Promissory Notes - related party 1,000 - Warrants issued in connection with the 2023 Promissory Notes 1,640 - Warrants issued in connection with the 2023 Promissory Notes - related party 3,485 - New Leases under ASC-842 Right-of-use assets obtained in exchange for new finance lease liabilities 1,837 - Recognition of operating lease - right-of-use lease asset 649 3,508 Lease incentive recognized in current assets - 919 Recognition of operating lease - lease liability $ (649 ) $ (4,427 ) |
Note 6 - Inventory, Net (Tables
Note 6 - Inventory, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | December 31, 2023 2022 Parts and cameras $ 2,633 $ 1,154 Finished goods 425 832 Total inventory $ 3,058 $ 1,986 |
Note 7 - Property and Equipme_2
Note 7 - Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, 2023 2022 Furniture and fixtures $ 1,959 $ 1,959 Office equipment 4,945 3,969 Roadway monitoring systems placed in service 4,928 3,999 Vehicles 2,052 2,539 Leasehold improvements 4,508 4,459 Roadway monitoring systems not yet placed in service 1,305 3,144 Total $ 19,697 $ 20,069 Less: accumulated depreciation (6,509 ) (3,336 ) Property and equipment, net $ 13,188 $ 16,733 December 31, 2023 2022 United States $ 18,036 $ 18,465 Other 1,661 1,604 Accumulated depreciation (6,509 ) (3,336 ) Total property and equipment, net $ 13,188 $ 16,733 |
Note 8 - Leases (Tables)
Note 8 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Year ended December 31, 2023 2022 Operating lease cost $ 2,091 $ 2,040 Finance lease cost Amortization of right-of-use assets 317 - Interest on lease liabilities 76 - Finance lease cost 393 - Total lease cost $ 2,484 $ 2,040 |
Assets and Liabilities, Lessee [Table Text Block] | Year ended December 31, 2023 2022 Weighted-average remaining lease term (years) - operating leases 8.47 9.45 Weighted-average remaining lease term (years) - financing leases 2.84 - Weighted-average discount rate - operating leases 9 % 9 % Weighted-average discount rate - financing leases 9 % - |
Lease Liability, to be Paid, Maturity [Table Text Block] | Operating Leases Financing Leases 2024 $ 2,516 $ 669 2025 2,529 669 2026 2,410 401 2027 2,352 54 2028 2,388 27 Thereafter 8,795 - Total lease payments 20,990 1,820 Less imputed interest 6,284 216 Maturities of lease liabilities $ 14,706 $ 1,604 |
Note 9 - Intangible Assets (Tab
Note 9 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | December 31, 2021 STS Acquisition Impairment December 31, 2022 Goodwill $ 53,451 $ 1,977 $ (34,835 ) $ 20,593 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, 2021 Additions Amortization December 31, 2022 Additions Amortization December 31, 2023 Intangible assets subject to amortization from continuing operations Customer relationships $ 328 $ 3,400 $ (147 ) $ 3,581 $ - $ (260 ) $ 3,321 Marketing related 97 700 (113 ) 684 - (185 ) 499 Technology based 20,304 - (3,455 ) 16,849 - (3,430 ) 13,419 Internally capitalized software 533 - (348 ) 185 - (185 ) - Intangible assets subject to amortization from continuing operations $ 21,262 $ 4,100 $ (4,063 ) $ 21,299 $ - $ (4,060 ) $ 17,239 December 31, 2023 2022 Customer relationships $ 3,861 $ 3,861 Marketing related 1,027 1,027 Technology based 24,107 24,107 Internally capitalized software 1,236 1,236 Total 30,231 30,231 Less: accumulated amortization (12,992 ) (8,932 ) Identifiable intangible assets from continuing operations, net $ 17,239 $ 21,299 |
Finite-Lived Intangible Assets Amortization Expense [Table Text Block] | 2024 $ 3,841 2025 3,832 2026 3,019 2027 2,744 2028 1,769 Thereafter 2,034 Total $ 17,239 |
Note 10 - Debt (Tables)
Note 10 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Interest Expense on Debt [Table Text Block] | Year ended December 31, 2023 2022 Contractual interest $ 1,648 70 Amortization of debt issuance costs 1,991 2 Total interest expense, net 3,639 72 Less: interest income (43 ) (51 ) Total interest expense, net $ 3,596 $ 21 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | 2024 $ 1,074 2025 13,578 2026 15,083 2027 86 2028 27 Thereafter - Total 29,848 Less unamortized financing costs (3,831 ) Total notes payable $ 26,017 |
Note 11 - Income Taxes (Tables)
Note 11 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year ended December 31, 2023 2022 Federal: Deferred $ 13 $ (987 ) Total federal 13 (987 ) State: Current 19 - Total state 19 - Provision (benefit) for income taxes $ 32 $ (987 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Year ended December 31, Deferred tax assets 2023 2022 Net operating loss $ 40,361 $ 29,402 163(j) limitation 3,186 2,158 Lease liabilities 4,085 3,906 Research and development 3,891 4,551 Other 1,646 511 Total gross deferred tax assets 53,169 40,528 Valuation allowance for deferred tax assets (46,531 ) (35,606 ) Total deferred tax assets $ 6,638 $ 4,922 Deferred tax liabilities: Right-of-use asset (2,912 ) (895 ) Goodwill and intangibles (3,020 ) (3,976 ) Fixed assets (771 ) (103 ) Total gross deferred tax liabilities (6,703 ) (4,974 ) Net deferred tax liabilities $ (65 ) $ (52 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year ended December 31, 2023 2022 U.S. statutory federal rate 21.00 % 21.00 % (Decrease) increase in taxes resulting from: State income tax rate, net of U.S. Federal benefit 4.42 % 3.10 % True-ups 0.70 % 4.20 % Other (0.59 )% (0.60 )% Valuation allowance (25.60 )% (26.50 )% Effective tax rate (0.07 )% 1.20 % |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | Risk-free interest rate 3.42 % Expected term (in years) 5 Volatility 113 % Dividend yield 0 % Estimated annual forfeiture rate at the time of grant 0 % |
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) 2023 Promissory Notes (5) 2023 Registered Direct Offering (6) 2023 Private Warrants (7) Total 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 - - - - - - - - Active warrants January 1, 2023 41,996 631,254 15,556 3,505 - - - 692,311 Issued warrants - - - - 6,250,000 8,126,806 2,850,000 17,226,806 Exercised warrants (36,375 ) - - - - (7,645,706 ) - (7,682,081 ) Expired warrants (5,621 ) - (15,556 ) (3,505 ) - - - (24,682 ) Cancelled warrants - (631,254 ) - - - - - (631,254 ) Outstanding warrants December 31, 2023 - - - - 6,250,000 481,100 2,850,000 9,581,100 Weighted average strike price of outstanding warrants as of December 31, 2023 $ - $ - $ - $ - $ 2.00 $ 1.82 $ 3.25 $ 2.36 Intrinsic value of outstanding warrants as of December 31, 2023 $ - $ - $ - $ - $ 8,313,000 $ 727,000 $ 228,000 $ 9,268,000 Shares of common stock issued for warrant exercises during the year ended December 31, 2023 36,375 - - - - 7,645,706 - 7,682,081 |
Note 15 - Equity Incentive Pl_2
Note 15 - Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block] | Year ended December 31, 2023 2022 Cost of revenue, excluding depreciation and amortization $ 20 $ 152 General and administrative expenses 2,155 2,988 Selling and marketing expenses 413 1,378 Research and development expenses 1,764 2,098 Total stock-based compensation expense $ 4,352 $ 6,616 |
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, 2022 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 Exercised (141,166 ) 1.12 - Forfeited - - - Expired (32,373 ) 3.44 - Outstanding balance at December 31, 2023 688,841 $ 1.20 3.70 $ 1,478,000 Exercisable at December 31, 2023 688,841 $ 1.20 3.70 $ 1,478,000 |
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, 2022 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 Granted 898,440 1.92 1.65 Vested (903,485 ) 5.83 0.66 Forfeited (187,757 ) 3.49 1.38 Outstanding balance at December 31, 2023 1,747,458 $ 3.79 1.39 |
Note 16 - Loss Per Share (Table
Note 16 - Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year ended December 31, 2023 2022 Basic and diluted loss per share Net loss from continuing operations $ (45,685 ) $ (83,454 ) Net income attributable to shareholders from discontinued operations - 339 Net loss attributable to common shareholders $ (45,685 ) $ (83,115 ) Weighted average common shares outstanding - basic and diluted 63,168,299 49,807,475 Basic and diluted loss per share from continuing operations $ (0.72 ) $ (1.68 ) Basic and diluted earnings per share from discontinued operations - 0.01 Basic and diluted loss per share $ (0.72 ) $ (1.67 ) Common stock equivalents excluded due to anti-dilutive effect 12,017,399 3,494,951 |
Note 17 - Subsequent Events (Ta
Note 17 - Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Business Acquisition, Pro Forma Information [Table Text Block] | Year ended December 31, 2023 2022 (Dollars in thousands, except per share data) Total revenue from continuing operations $ 34,933 $ 25,805 Net loss from continuing operations $ (45,685 ) $ (84,254 ) Basic and diluted loss per share continuing operations $ (0.72 ) $ (1.68 ) Basic and diluted number of shares 63,168,299 50,184,867 |
ATD [Member] | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Cash paid $ 9,795 Common stock issued 10,000 Total Consideration $ 19,795 Assets Cash and cash equivalents $ 826 Accounts receivable 3,351 Property and equipment 1,710 Right-of-use operating lease assets 257 Intangible assets 11,800 Total assets acquired $ 17,944 Liabilities Accounts payable and accrued expenses $ 486 Lease liability operating, short-term 157 Other current liabilities 200 Lease liability operating, long-term 121 Deferred tax liability, long-term 2,478 Total liabilities assumed $ 3,442 Fair value of identifiable net assets acquired $ 14,502 Goodwill $ 5,293 |
Business Acquisition, Pro Forma Information [Table Text Block] | Year ended December 31, 2023 2022 (Dollars in thousands, except per share data) Total revenue from continuing operations $ 44,709 $ 28,183 Net loss from continuing operations $ (46,521 ) $ (84,115 ) Basic and diluted loss per share continuing operations $ (0.70 ) $ (1.58 ) Basic and diluted number of shares 66,664,762 53,303,938 |
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, 2023 | Dec. 31, 2022 | Jun. 17, 2022 | |
Working Capital (Deficit) | $ 8,100,000 | |||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | (45,685,000) | $ (83,454,000) | ||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 13,245,000 | (24,133,000) | ||
Net Cash Provided by (Used in) Financing Activities | 45,602,000 | 23,868,000 | ||
Net Cash Provided by (Used in) Continuing Operations | (32,627,000) | |||
Translation Adjustment Functional to Reporting Currency, Net of Tax | 55,000 | 306,000 | ||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | 15,713,000 | 2,468,000 | ||
Restricted Cash and Cash Equivalents | 328,000 | 254,000 | ||
Unbilled Receivables, Current | 946,000 | 935,000 | ||
Goodwill, Impairment Loss | 0 | 34,835,000 | ||
Revenue, Remaining Performance Obligation, Amount | 26,390,000 | |||
Contract with Customer, Liability | 5,053,000 | 4,049,000 | ||
Contract with Customer, Liability, Revenue Recognized | 2,930,000 | |||
Advertising Expense | $ 231,000 | 588,000 | ||
Number of Operating Segments | 1 | |||
Related Party [Member] | ||||
Accounts Payable and Accrued Liabilities | $ 105,000 | 253,000 | ||
TeamGlobal [Member] | Discontinued Operations, Disposed of by Sale [Member] | ||||
Financing Receivable, before Allowance for Credit Loss | $ 1,700,000 | $ 822,000 | $ 1,162,000 | |
Notes Receivable, Term (Year) | 5 years 6 months | |||
Notes Receivable, Interest Rate | 4% | |||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member] | ||||
Concentration Risk, Percentage | 18% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member] | ||||
Concentration Risk, Percentage | 22% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member] | ||||
Concentration Risk, Percentage | 13% | |||
Southern Traffic Services [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]: 2024-01-01 | Dec. 31, 2023 |
Revenue, Remaining Performance Obligation, Percentage | 71% |
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 ($) | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 17, 2022 |
Payroll and payroll related | $ 2,824,000 | $ 2,483,000 | |
Right of offset to restricted cash | 328,000 | 243,000 | |
Other | 658,000 | 46,000 | |
Total | 5,610,000 | 2,772,000 | |
STS [Member] | |||
STS Contingent Consideration | $ 1,800,000 | $ 0 | $ 1,298,000 |
Note 1 - Business and Signifi_6
Note 1 - Business and Significant Accounting Policies - Useful Lives of Property and Equipment (Details) | Dec. 31, 2023 |
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, 2023 | Dec. 31, 2022 | |
Revenue | $ 34,933 | $ 19,920 |
UNITED STATES | ||
Revenue | 32,386 | 17,889 |
Other Countries [Member] | ||
Revenue | 2,547 | 2,031 |
Recurring Revenue [Member] | ||
Revenue | 20,755 | 13,091 |
Urban Mobility [Member] | ||
Revenue | 16,773 | 7,692 |
Product and Service, Other [Member] | ||
Revenue | 14,178 | 6,829 |
Traffic Management [Member] | ||
Revenue | 3,286 | 2,787 |
Public Safety [Member] | ||
Revenue | $ 14,874 | $ 9,441 |
Note 1 - Business and Signifi_8
Note 1 - Business and Significant Accounting Policies - Services Due for Contract Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
2024 | $ 3,604 |
2025 | 822 |
2026 | 396 |
2027 | 165 |
2028 | 66 |
Total | $ 5,053 |
Note 2 - Business Acquisition_2
Note 2 - Business Acquisitions (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 17, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 0 | $ 2,000,000 | ||
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 | $ 0 | $ 1,800,000 | 0 |
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 | |||
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 | $ 384,000 | $ 118,000 | ||
Business Combination, Gain From Remeasurement of Earnout | $ 1,001,000 |
Note 2 - Business Acquisition_3
Note 2 - Business Acquisitions - Purchase Price Allocation (Details) - USD ($) | 12 Months Ended | |||
Jun. 17, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 0 | $ 2,000,000 | ||
Deferred tax liability | 0 | 1,001,000 | ||
Goodwill | 20,593,000 | 20,593,000 | $ 53,451,000 | |
STS [Member] | ||||
Payments to Acquire Businesses, Gross | $ 6,500,000 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 2,000,000 | |||
Business Combination, Earnout Consideration | 1,001,000 | |||
Business Combination, Contingent Consideration, Liability, Total | 1,298,000 | $ 1,800,000 | $ 0 | |
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 - Business Acquisition_4
Note 2 - Business Acquisitions - Pro Forma Information (Details) - STS [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenue from continuing operations | $ 34,933 | $ 25,805 |
Net loss from continuing operations | $ (45,685) | $ (84,254) |
Basic and diluted loss per share continuing operations (in dollars per share) | $ (0.72) | $ (1.68) |
Basic and diluted number of shares (in shares) | 63,168,299 | 50,184,867 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2017 | |
Proceeds from (Payments for) SAFE Investments | $ 0 | $ (755,000) | ||||
Proceeds from Sale of Business | 1,904,000 | |||||
Proceeds from Divestiture of Businesses, Held in Escrow | 423,000 | |||||
Global Public Safety [Member] | ||||||
Equity Method Investment, Ownership Percentage | 19.90% | |||||
Equity Securities without Readily Determinable Fair Value, Amount | 0 | 0 | ||||
Proceeds from Equity Method Investment, Distribution | $ 0 | 0 | ||||
Roker Inc. [Member] | ||||||
Equity Method Investment, Ownership Percentage | 50% | 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 | |||||
Roker SAFE [Member] | ||||||
Proceeds from (Payments for) SAFE Investments | $ 755,000 | $ 1,250,000 | ||||
Asset Impairment Charges | $ 101,000 |
Note 4 - Discontinued Operati_3
Note 4 - Discontinued Operations (Details Textual) - USD ($) | Dec. 08, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Proceeds from Divestiture of Businesses, Held in Escrow | $ 423,000 | ||
ATSE [Member] | Discontinued Operations, Disposed of by Sale [Member] | |||
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, 2023 | Dec. 31, 2022 | |
Proceeds from Divestiture of Businesses, Held in Escrow | $ 423,000 | ||
Gain on sale of ATSE | 0 | $ 2,643,000 | |
Total current liabilities | 0 | 490,000 | |
ATSE [Member] | |||
Cash received | 0 | 3,051,000 | |
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 | ||
Restricted cash and cash equivalents | 290,000 | ||
Accounts receivable, net | 41,000 | ||
Inventory | 0 | ||
Total current assets | 331,000 | ||
Property and equipment, net | 0 | ||
Right-of-use lease assets, net | 0 | ||
Intangible assets, net | 0 | ||
Total long-term assets, net | 0 | ||
Total assets | 331,000 | ||
Accounts payable and accrued expenses | 101,000 | ||
Lease liability, short-term | 99,000 | ||
Other current liabilities | 290,000 | ||
Total current liabilities | 490,000 | ||
Lease liability, long-term | 0 | ||
Total liabilities | 490,000 | ||
Revenue | 2,360,000 | ||
Cost of revenue, excluding depreciation and amortization | 1,645,000 | ||
General and administrative expenses | 216,000 | ||
Depreciation and amortization | 160,000 | ||
Total operating expenses | 376,000 | ||
Net (loss) income from discontinued operations | 339,000 | ||
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | ATSE [Member] | |||
Cash and cash equivalents | 0 | ||
Restricted cash and cash equivalents | 290,000 | ||
Accounts receivable, net | 41,000 | ||
Inventory | 0 | ||
Total current assets | 331,000 | ||
Property and equipment, net | 0 | ||
Right-of-use lease assets, net | 0 | ||
Intangible assets, net | 0 | ||
Total long-term assets, net | 0 | ||
Total assets | 331,000 | ||
Accounts payable and accrued expenses | 68,000 | ||
Lease liability, short-term | 0 | ||
Other current liabilities | 290,000 | ||
Total current liabilities | 358,000 | ||
Lease liability, long-term | 0 | ||
Total liabilities | 358,000 | ||
Revenue | 2,360,000 | ||
Cost of revenue, excluding depreciation and amortization | 1,645,000 | ||
General and administrative expenses | 215,000 | ||
Depreciation and amortization | 160,000 | ||
Total operating expenses | 375,000 | ||
Net (loss) income from discontinued operations | 340,000 | ||
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | Firestorm [Member] | |||
Cash and cash equivalents | 0 | ||
Restricted cash and cash equivalents | 0 | ||
Accounts receivable, net | 0 | ||
Inventory | 0 | ||
Total current assets | 0 | ||
Property and equipment, net | 0 | ||
Right-of-use lease assets, net | 0 | ||
Intangible assets, net | 0 | ||
Total long-term assets, net | 0 | ||
Total assets | 0 | ||
Accounts payable and accrued expenses | 33,000 | ||
Lease liability, short-term | 99,000 | ||
Other current liabilities | 0 | ||
Total current liabilities | 132,000 | ||
Lease liability, long-term | 0 | ||
Total liabilities | 132,000 | ||
Revenue | 0 | ||
Cost of revenue, excluding depreciation and amortization | 0 | ||
General and administrative expenses | 1,000 | ||
Depreciation and amortization | 0 | ||
Total operating expenses | 1,000 | ||
Net (loss) income from discontinued operations | $ (1,000) |
Note 5 - Supplemental Disclos_3
Note 5 - Supplemental Disclosures of Cash Flow Information - Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for interest | $ 1,648 | $ 59 |
Cash paid for taxes | 9 | 60 |
Decrease in accounts payable and accrued expenses related to purchases of property and equipment | (749) | (528) |
(Increase) decrease in accounts payable and accrued expenses related to purchases of inventory | (550) | 724 |
Increase in inventory related to the transfer of property and equipment | 935 | 0 |
Decrease in deposits related to property and equipment received | 417 | 0 |
Fair market value of shares issued in connection with the acquisition of STS | 0 | 2,000 |
Deferred tax liabilities resulting from purchase accounting adjustments in connection with the acquisition of STS | 0 | 1,001 |
Loans issued for property and equipment | 0 | (460) |
Right-of-use assets obtained in exchange for new finance lease liabilities | 1,837 | 0 |
Recognition of operating lease - right-of-use lease asset | 649 | 3,508 |
Lease incentive recognized in current assets | 0 | 919 |
Recognition of operating lease - lease liability | (649) | (4,427) |
Warrants Issued With 2023 Promissory Notes [Member] | ||
Warrants issued | 1,640 | 0 |
Related Party [Member] | Warrants Issued With 2023 Promissory Notes [Member] | ||
Warrants issued | 3,485 | 0 |
The 2022 Promissory Notes Exchanged for 2023 Promissory Notes [Member] | Related Party [Member] | ||
2022 Promissory Notes exchanged for 2023 Promissory Notes - related party | 1,000 | 0 |
Acquired Contingent Consideration [Member] | ||
Liability acquired in connection with the acquisition of STS | 0 | 1,298 |
Earnout Consideration [Member] | ||
Liability acquired in connection with the acquisition of STS | 0 | 1,001 |
STS Acquisition Notes [Member] | ||
Liability acquired in connection with the acquisition of STS | $ 0 | $ 2,000 |
Note 6 - Inventory, Net - Sched
Note 6 - Inventory, Net - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Parts and cameras | $ 2,633 | $ 1,154 |
Finished goods | 425 | 832 |
Total inventory | $ 3,058 | $ 1,986 |
Note 7 - Property and Equipme_3
Note 7 - Property and Equipment, Net (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Depreciation | $ 3,517,000 | $ 2,359,000 |
Note 7 - Property and Equipme_4
Note 7 - Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property and equipment, gross | $ 19,697 | $ 20,069 |
Less: accumulated depreciation | (6,509) | (3,336) |
Property and equipment, net | 13,188 | 16,733 |
Total property and equipment, net | 13,188 | 16,733 |
UNITED STATES | ||
Property and equipment, gross | 18,036 | 18,465 |
Non-US [Member] | ||
Property and equipment, gross | 1,661 | 1,604 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 1,959 | 1,959 |
Office Equipment [Member] | ||
Property and equipment, gross | 4,945 | 3,969 |
Camera Systems [Member] | ||
Property and equipment, gross | 4,928 | 3,999 |
Vehicles [Member] | ||
Property and equipment, gross | 2,052 | 2,539 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 4,508 | 4,459 |
Camera Systems, Not Yet Placed into Service [Member] | ||
Property and equipment, gross | $ 1,305 | $ 3,144 |
Note 8 - Leases (Details Textua
Note 8 - Leases (Details Textual) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Lessee, Finance Lease, Lease Not yet Commenced, Payments | $ 469,000 |
Minimum [Member] | |
Lessee, Operating Lease, Remaining Lease Term (Year) | 1 year |
Maximum [Member] | |
Lessee, Operating Lease, Remaining Lease Term (Year) | 9 years |
Note 8 - Leases - Lease Cost (D
Note 8 - Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating lease cost | $ 2,091 | $ 2,040 |
Amortization of right-of-use financing lease asset | 317 | 0 |
Interest on lease liabilities | 76 | 0 |
Finance lease cost | 393 | 0 |
Total lease cost | $ 2,484 | $ 2,040 |
Note 8 - Leases - Supplemental
Note 8 - Leases - Supplemental Balance Sheet Information (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Weighted-average remaining lease term (years) - operating leases (Year) | 8 years 5 months 19 days | 9 years 5 months 12 days |
Weighted-average remaining lease term (years) - financing leases (Year) | 2 years 10 months 2 days | |
Weighted-average discount rate - operating leases | 9% | 9% |
Weighted-average discount rate - financing leases | 9% |
Note 8 - Leases - Schedule of L
Note 8 - Leases - Schedule of Lease Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
2024, operating lease | $ 2,516 |
2024, finance lease | 669 |
2025, operating lease | 2,529 |
2025, finance lease | 669 |
2026, operating lease | 2,410 |
2026, finance lease | 401 |
2027, operating lease | 2,352 |
2027, finance lease | 54 |
2028, operating lease | 2,388 |
2028, finance lease | 27 |
Thereafter, operating lease | 8,795 |
Thereafter, finance lease | 0 |
Total lease payments, operating lease | 20,990 |
Total lease payments, finance lease | 1,820 |
Less imputed interest, operating lease | 6,284 |
Less imputed interest, finance lease | 216 |
Maturities of lease liabilities, operating lease | 14,706 |
Maturities of lease liabilities, finance lease | $ 1,604 |
Note 9 - Intangible Assets (Det
Note 9 - Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Amortization of Intangible Assets | $ 4,060,000 | $ 4,063,000 |
Weighted Average [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 5 years 7 months 6 days |
Note 9 - Intangible Assets - Sc
Note 9 - Intangible Assets - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill, balance | $ 20,593,000 | $ 53,451,000 |
Goodwill, impairment | 0 | (34,835,000) |
Goodwill, balance | $ 20,593,000 | 20,593,000 |
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, 2023 | Dec. 31, 2022 | |
Intangible assets subject to amortization from continuing operations | $ 21,299,000 | $ 21,262,000 |
Additions | 0 | 4,100,000 |
Amortization | (4,060,000) | (4,063,000) |
Intangible assets subject to amortization from continuing operations | 17,239,000 | 21,299,000 |
Intangible assets, gross | 30,231,000 | |
Less: accumulated amortization | (8,932,000) | |
Total | 17,239,000 | 21,299,000 |
Minimum [Member] | ||
Intangible assets subject to amortization from continuing operations | 17,239,000 | |
Intangible assets, gross | 30,231,000 | |
Less: accumulated amortization | (12,992,000) | |
Total | 17,239,000 | |
Customer Relationships [Member] | ||
Intangible assets subject to amortization from continuing operations | 3,581,000 | 328,000 |
Additions | 0 | 3,400,000 |
Amortization | (260,000) | (147,000) |
Intangible assets subject to amortization from continuing operations | 3,321,000 | 3,581,000 |
Intangible assets, gross | 3,861,000 | |
Total | 3,321,000 | 3,581,000 |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible assets, gross | 3,861,000 | |
Marketing-Related Intangible Assets [Member] | ||
Intangible assets subject to amortization from continuing operations | 684,000 | 97,000 |
Additions | 0 | 700,000 |
Amortization | (185,000) | (113,000) |
Intangible assets subject to amortization from continuing operations | 499,000 | 684,000 |
Intangible assets, gross | 1,027,000 | |
Total | 499,000 | 684,000 |
Marketing-Related Intangible Assets [Member] | Minimum [Member] | ||
Intangible assets, gross | 1,027,000 | |
Technology-Based Intangible Assets [Member] | ||
Intangible assets subject to amortization from continuing operations | 16,849,000 | 20,304,000 |
Additions | 0 | 0 |
Amortization | (3,430,000) | (3,455,000) |
Intangible assets subject to amortization from continuing operations | 13,419,000 | 16,849,000 |
Intangible assets, gross | 24,107,000 | |
Total | 13,419,000 | 16,849,000 |
Technology-Based Intangible Assets [Member] | Minimum [Member] | ||
Intangible assets, gross | 24,107,000 | |
Computer Software, Intangible Asset [Member] | ||
Intangible assets subject to amortization from continuing operations | 185,000 | 533,000 |
Additions | 0 | 0 |
Amortization | (185,000) | (348,000) |
Intangible assets subject to amortization from continuing operations | 0 | 185,000 |
Intangible assets, gross | 1,236,000 | |
Total | 0 | $ 185,000 |
Computer Software, Intangible Asset [Member] | Minimum [Member] | ||
Intangible assets, gross | $ 1,236,000 |
Note 9 - Intangible Assets - Es
Note 9 - Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
2024 | $ 3,841 | ||
2025 | 3,832 | ||
2026 | 3,019 | ||
2027 | 2,744 | ||
2028 | 1,769 | ||
Thereafter | 2,034 | ||
Total | $ 17,239 | $ 21,299 | $ 21,262 |
Note 10 - Debt (Details Textual
Note 10 - Debt (Details Textual) - USD ($) | 12 Months Ended | 36 Months Ended | |||||||||
Feb. 14, 2023 | Jan. 18, 2023 | Dec. 31, 2023 | Dec. 15, 2026 | Dec. 15, 2023 | Mar. 31, 2023 | Mar. 23, 2023 | Dec. 31, 2022 | Dec. 20, 2022 | Jun. 17, 2022 | Mar. 18, 2020 | |
Long-Term Debt | $ 26,017,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2.36 | $ 3.02 | |||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Proceeds from Issuance of Private Placement | $ 12,500,000 | $ 12,500,000 | |||||||||
The 2023 Warrants [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2 | $ 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 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Ownership Percentage | 11.64% | 10.30% | |||||||||
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 | ||||||||||
Chief Executive Officer and Executive Chairman [Member] | The 2023 Warrants [Member] | |||||||||||
Private Placement, Option for Additional Investment, Warrants (in shares) | 1,250,000 | ||||||||||
Arctis Global Master Fund Limited [Member] | |||||||||||
Proceeds from Issuance of Private Placement | $ 6,500,000 | ||||||||||
STS Acquisition Notes [Member] | |||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3% | ||||||||||
Long-Term Debt | $ 2,000,000 | $ 2,000,000 | |||||||||
Long-Term Debt, Current Maturities | 1,000,000 | ||||||||||
Long-Term Debt, Excluding Current Maturities | $ 1,000,000 | ||||||||||
STS Acquisition Notes 1 [Member] | |||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||||||||
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 | ||||||||||
The 2022 Promissory Notes [Member] | Related Party [Member] | |||||||||||
Debt Instrument, Face Amount | $ 400,000 | ||||||||||
The 2023 Notes [Member] | |||||||||||
Debt Instrument, Maximum Amount | $ 15,000,000 | ||||||||||
The 2023 Promissory Notes [Member] | |||||||||||
Debt Instrument, Face Amount | $ 12,500,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||||||||||
Debt Instrument, Default Interest Rate | 14% | ||||||||||
The 2023 Promissory Notes [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 120% | ||||||||||
The 2023 Promissory Notes [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 115% | ||||||||||
The 2023 Promissory Notes [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 110% | ||||||||||
The 2023 Promissory Notes [Member] | Chief Executive Officer and Executive Chairman [Member] | |||||||||||
Private Placement, Option for Additional Investment | $ 2,500,000 | ||||||||||
The 2023 Revenue Sharing Notes [Member] | |||||||||||
Debt Instrument, Face Amount | $ 15,000,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 13.25% | ||||||||||
Debt Issuance Costs, Net | $ 670,000 | ||||||||||
Debt Instrument, Material Relationship | $ 5,000,000 | ||||||||||
Debt Instrument, Sinking Fund Requirement, Percentage | 170% | ||||||||||
Debt Instrument, Cumulative Sinking Fund Payments | $ 500,000 | ||||||||||
Interest Expense, Long-Term Debt | $ 83,000 | ||||||||||
The 2023 Revenue Sharing Notes [Member] | Minimum [Member] | Forecast [Member] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 103% | ||||||||||
The 2023 Revenue Sharing Notes [Member] | Maximum [Member] | Forecast [Member] | |||||||||||
Debt Instrument, Redemption Price, Percentage | 106% |
Note 10 - Debt - Interest Expen
Note 10 - Debt - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contractual interest | $ 1,648 | $ 70 |
Amortization of debt discount | 1,991 | 2 |
Total interest expense, net | 3,639 | 72 |
Less: interest income | (43) | (51) |
Total interest expense, net | $ 3,596 | $ 21 |
Note 10 - Debt - Schedule of Pr
Note 10 - Debt - Schedule of Principal Amounts Due of Debt (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
2024 | $ 1,074 |
2025 | 13,578 |
2026 | 15,083 |
2027 | 86 |
2028 | 27 |
Thereafter | 0 |
Total | 29,848 |
Less unamortized financing costs | (3,831) |
Total notes payable | $ 26,017 |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 31,599,000 | $ 54,495,000 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0 | 0 |
Deferred Tax Liabilities, Gross, Total | 6,703,000 | 4,974,000 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 1,001,000 | |
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | 14,000 | |
STS [Member] | ||
Deferred Tax Liabilities, Gross, Total | 1,001,000 | |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards | 156,392,000 | 114,742,000 |
Operating Loss Carryforwards, Net | 33,063,000 | 24,096,000 |
Operating Loss Carryforwards, Not Subject to Expiration | 33,063,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | 149,122,000 | 106,866,000 |
Operating Loss Carryforwards, Net | 7,298,000 | $ 5,306,000 |
Operating Loss Carryforwards, Not Subject to Expiration | $ 7,298,000 |
Note 11 - Income Taxes - Expens
Note 11 - Income Taxes - Expense From Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred | $ 13 | $ (987) |
Total federal | 13 | (987) |
Current | 19 | 0 |
Total state | 19 | 0 |
Provision (benefit) for income taxes | $ 32 | $ (987) |
Note 11 - Income Taxes - Compon
Note 11 - Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Net operating loss | $ 40,361 | $ 29,402 |
163(j) limitation | 3,186 | 2,158 |
Lease liabilities | 4,085 | 3,906 |
Research and development | 3,891 | 4,551 |
Other | 1,646 | 511 |
Total gross deferred tax assets | 53,169 | 40,528 |
Valuation allowance for deferred tax assets | (46,531) | (35,606) |
Total deferred tax assets | 6,638 | 4,922 |
Right-of-use asset | (2,912) | (895) |
Goodwill and intangibles | (3,020) | (3,976) |
Fixed assets | (771) | (103) |
Total gross deferred tax liabilities | (6,703) | (4,974) |
Net deferred tax liabilities | $ (65) | $ (52) |
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, 2023 | Dec. 31, 2022 | |
U.S. statutory federal rate | 21% | 21% |
State income tax rate, net of U.S. Federal benefit | 4.42% | 3.10% |
True-ups | 0.70% | 4.20% |
Other | (0.59%) | (0.60%) |
Valuation allowance | (25.60%) | (26.50%) |
Effective tax rate | (0.07%) | 1.20% |
Note 12 - Employee Benefit Pl_2
Note 12 - Employee Benefit Plan (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | 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) | $ 1,270,000 | $ 1,338,000 |
Note 13 - Commitments and Con_2
Note 13 - Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | ||||||
Feb. 29, 2024 | Oct. 23, 2023 | Mar. 22, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||
Class of Warrant or Right, Canceled in Period (in shares) | 631,254 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2.36 | $ 3.02 | |||||
Firestorm Warrants [Member] | |||||||
Class of Warrant or Right, Canceled in Period (in shares) | 631,254 | 631,254 | [1] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | [1] | $ 0 | $ 3.09 | ||||
HC Wainwright Warrants [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2 | ||||||
Litigation Case by the Firestorm Principals [Member] | |||||||
Litigation Settlement, Amount Awarded to Other Party | $ 175,000 | ||||||
Litigation Case, HC Wainwright [Member] | |||||||
Loss Contingency, Damages Sought, Value | $ 825,000 | ||||||
Loss Contingency, Damages Sought, Warrants, Number of Securities Called (in shares) | 481,100 | ||||||
Litigation Case, HC Wainwright [Member] | Subsequent Event [Member] | |||||||
Loss Contingency, Damages Sought, Value | $ 2,156,000 | ||||||
Loss Contingency, Damages Sought, Warrants, Number of Securities Called (in shares) | 805,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.125 | ||||||
[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 $3.6083 per share (the “Firestorm Warrants”). The expiration date of the Firestorm Warrants was January 24, 2022. As part of the settlement of the Firestorm litigation, these warrants were cancelled (see NOTE - 13 COMMITMENTS AND CONTINGENCIES). |
Note 14 - Stockholders' Equit_2
Note 14 - Stockholders' Equity (Details Textual) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||
Feb. 13, 2024 USD ($) | Feb. 09, 2024 USD ($) shares | Jul. 25, 2023 USD ($) $ / shares shares | Mar. 27, 2023 USD ($) | Mar. 23, 2023 USD ($) $ / shares shares | Jun. 17, 2022 shares | Feb. 24, 2022 USD ($) | Feb. 13, 2024 shares | Feb. 24, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 04, 2024 $ / shares | Nov. 08, 2023 $ / shares | Jan. 18, 2023 USD ($) $ / shares shares | Mar. 18, 2020 $ / shares shares | Mar. 17, 2020 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 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.36 | $ 3.02 | ||||||||||||||||||||
Class of Warrant or Right, Exercised in Period (in shares) | 7,682,081 | 0 | ||||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 7,682,081 | 0 | ||||||||||||||||||||
Warrants and Rights Outstanding | $ | $ 9,268,000 | $ 8,000 | ||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 9,159,000 | $ 0 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 | ||||||||||||||||||||
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% | |||||||||||||||||||||
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 | ||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||
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 | |||||||||||||||||||||
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 | ||||||||||||||||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 5 | |||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||
STS [Member] | ||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 798,666 | |||||||||||||||||||||
The Wainwright [Member] | ||||||||||||||||||||||
Non-accountable Expenses | $ | $ 75,000 | |||||||||||||||||||||
Clearing Fees | $ | $ 16,000 | |||||||||||||||||||||
Prefunded Warrants [Member] | ||||||||||||||||||||||
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 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||
Class of Warrant or Right, Exercised in Period (in shares) | 772,853 | |||||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 772,853 | |||||||||||||||||||||
The Common Warrants [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 6,872,853 | |||||||||||||||||||||
Class of Warrant or Right, Price Per Share or Warrant (in shares) | 1.454 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1.6 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||||||||
The Placement Agent Warrants [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 481,100 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1.8188 | |||||||||||||||||||||
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 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1.8188 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||||||||
The 2023 Registered Direct Offering Warrants [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 6,872,853 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1.6 | $ 1.455 | $ 1.82 | [1] | $ 0 | [1] | ||||||||||||||||
Class of Warrant or Right, Exercised in Period (in shares) | 6,872,853 | 7,645,706 | [1] | 0 | [1] | |||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | [1] | 7,645,706 | 0 | |||||||||||||||||||
Warrants and Rights Outstanding | $ | [1] | $ 727,000 | $ 0 | |||||||||||||||||||
The 2023 Private Warrants [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,850,000 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 3.25 | $ 3.25 | [2] | $ 0 | [2] | |||||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||||||||
Class of Warrant or Right, Exercised in Period (in shares) | [2] | 0 | 0 | |||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | [2] | 0 | 0 | |||||||||||||||||||
Warrants and Rights Outstanding | $ | $ 6,757,000 | $ 228,000 | [2] | $ 0 | [2] | |||||||||||||||||
The 2023 Private Warrants [Member] | Measurement Input, Expected Term [Member] | ||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | |||||||||||||||||||||
The 2023 Private Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.15 | |||||||||||||||||||||
The 2023 Private Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.0415 | |||||||||||||||||||||
The 2023 Private Warrants [Member] | Measurement Input, Share Price [Member] | ||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 2.85 | |||||||||||||||||||||
Warrants Issued With 2023 Promissory Notes [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 6,250,000 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2 | [3] | $ 0 | [3] | $ 2 | |||||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||||||||
Class of Warrant or Right, Exercised in Period (in shares) | [3] | 0 | 0 | |||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | [3] | 0 | 0 | |||||||||||||||||||
Warrants and Rights Outstanding | $ | $ 8,313,000 | [3] | $ 0 | [3] | $ 5,125,000 | |||||||||||||||||
Warrants Issued With 2023 Promissory Notes [Member] | Measurement Input, Expected Term [Member] | ||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | |||||||||||||||||||||
Warrants Issued With 2023 Promissory Notes [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.13 | |||||||||||||||||||||
Warrants Issued With 2023 Promissory Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.0342 | |||||||||||||||||||||
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, Number of Securities Called by Warrants or Rights (in shares) | 315,627 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.5744 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||||||||
Firestorm Warrants with Exercise Price of 3.6083 [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 315,627 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 3.6083 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||||||||
Secure Education Warrants, Exercise Price of 5.44 [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 33,333 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 5.44 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||||||||
Secure Education Warrants, Exercise Price of 6.53 [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 33,333 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 6.53 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||||||||
Underwriters Warrants [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 206,250 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||||||||||||
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 | |||||||||||||||||||||
At-the-market Offering [Member] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 9,019,062 | |||||||||||||||||||||
Payments of Stock Issuance Costs | $ | $ 174,000 | $ 174,000 | ||||||||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 2.62 | |||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 0 | $ 22,754,000 | ||||||||||||||||||||
At-the-market Offering [Member] | B. Riley Securities [Member] | ||||||||||||||||||||||
At-the-market Offering, Maximum Offering Amount | $ | $ 50,000,000 | $ 50,000,000 | ||||||||||||||||||||
At-the-market Offering, Commission, Percentage of Gross Proceds | 3% | 3% | ||||||||||||||||||||
Sales Commissions and Fees | $ | $ 709,000 | |||||||||||||||||||||
The 2024 Public Offering [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 10,000,000 | 10,000,000 | ||||||||||||||||||||
Payments of Stock Issuance Costs | $ | $ 2,287,000 | |||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 26,463,000 | $ 26,463,000 | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 1,500,000 | |||||||||||||||||||||
[1]On March 23, 2023, in connection with the 2023 Register Direct Offering the Company issued (i) pre-funded warrants exercisable for up to an aggregate of 772,853 shares of common stock, (ii) warrants to purchase up to 6,872,853 shares of common stock, and (iii) warrants to the placement agent to purchase up to 481,100 shares of common stock. The exercise price per share of the warrants was $1.455 and each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.001 per share and will expire when exercised in full. Each warrant for the placement agent is exercisable for one share of common stock at an exercise price of $1.8188 per share. These warrants were exercisable commencing March 27, 2023 and expire on March 27, 2028.[2]On July 25, 2023, in connection with the 2023 Letter Agreement, the Company issued warrants to purchase 2,850,000 shares of its common stock, exercisable over a period of five and half years, at an exercise price of $3.25 per share. These warrants were exercisable commencing July 25, 2023 and expire on January 25, 2029.[3]On January 18, 2023, in connection with the 2023 Promissory Notes, the Company issued the investors warrants to purchase 6,250,000 shares of its common stock, exercisable over a period of five years, at an exercise price of $2.00 per share. These warrants were exercisable commencing January 18, 2023 and expire on January 18, 2028. |
Note 14 - Stockholders' Equit_3
Note 14 - Stockholders' Equity - Valuation Assumptions (Details) - Warrants Issued With 2023 Promissory Notes [Member] | Jan. 18, 2023 |
Measurement Input, Risk Free Interest Rate [Member] | |
Warrants, measurement input | 0.0342 |
Measurement Input, Expected Term [Member] | |
Warrants, measurement input | 5 |
Measurement Input, Price Volatility [Member] | |
Warrants, measurement input | 1.13 |
Measurement Input, Expected Dividend Rate [Member] | |
Warrants, measurement input | 0 |
Annual Forfeiture Rate [Member] | |
Warrants, measurement input | 0 |
Note 14 - Stockholders' Equit_4
Note 14 - Stockholders' Equity - Summary of Warrant Activity (Details) - USD ($) | 12 Months Ended | ||||||||
Jul. 25, 2023 | Mar. 22, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 23, 2023 | Jan. 18, 2023 | ||||
Active warrants January 1, 2022 (in shares) | 692,311 | 692,311 | |||||||
Exercised warrants (in shares) | (7,682,081) | 0 | |||||||
Outstanding warrants December 31, 2022 (in shares) | 9,581,100 | 692,311 | |||||||
Weighted average strike price of outstanding warrants as of December 31, 2022 (in dollars per share) | $ 2.36 | $ 3.02 | |||||||
Intrinsic value of outstanding warrants as of December 31, 2022 | $ 9,268,000 | $ 8,000 | |||||||
Shares of common stock issued for warrant exercises during the year ended December 31, 2022 (in shares) | 7,682,081 | 0 | |||||||
Issued warrants (in shares) | 17,226,806 | ||||||||
Expired warrants (in shares) | (24,682) | ||||||||
Cancelled warrants (in shares) | (631,254) | ||||||||
Series A Preferred Stock Warrants [Member] | |||||||||
Active warrants January 1, 2022 (in shares) | [1] | 41,996 | 41,996 | ||||||
Exercised warrants (in shares) | [1] | (36,375) | 0 | ||||||
Outstanding warrants December 31, 2022 (in shares) | [1] | 0 | 41,996 | ||||||
Weighted average strike price of outstanding warrants as of December 31, 2022 (in dollars per share) | [1] | $ 0 | $ 1.03 | ||||||
Intrinsic value of outstanding warrants as of December 31, 2022 | [1] | $ 0 | $ 7,000 | ||||||
Shares of common stock issued for warrant exercises during the year ended December 31, 2022 (in shares) | [1] | 36,375 | 0 | ||||||
Issued warrants (in shares) | [1] | 0 | |||||||
Expired warrants (in shares) | [1] | (5,621) | |||||||
Cancelled warrants (in shares) | [1] | 0 | |||||||
Firestorm Warrants [Member] | |||||||||
Active warrants January 1, 2022 (in shares) | [2] | 631,254 | 631,254 | ||||||
Exercised warrants (in shares) | [2] | 0 | 0 | ||||||
Outstanding warrants December 31, 2022 (in shares) | [2] | 0 | 631,254 | ||||||
Weighted average strike price of outstanding warrants as of December 31, 2022 (in dollars per share) | [2] | $ 0 | $ 3.09 | ||||||
Intrinsic value of outstanding warrants as of December 31, 2022 | [2] | $ 0 | $ 0 | ||||||
Shares of common stock issued for warrant exercises during the year ended December 31, 2022 (in shares) | [2] | 0 | 0 | ||||||
Issued warrants (in shares) | [2] | 0 | |||||||
Expired warrants (in shares) | [2] | 0 | |||||||
Cancelled warrants (in shares) | (631,254) | (631,254) | [2] | ||||||
Secure Education Warrants [Member] | |||||||||
Active warrants January 1, 2022 (in shares) | [3] | 15,556 | 15,556 | ||||||
Exercised warrants (in shares) | [3] | 0 | 0 | ||||||
Outstanding warrants December 31, 2022 (in shares) | [3] | 0 | 15,556 | ||||||
Weighted average strike price of outstanding warrants as of December 31, 2022 (in dollars per share) | [3] | $ 0 | $ 6.06 | ||||||
Intrinsic value of outstanding warrants as of December 31, 2022 | [3] | $ 0 | $ 0 | ||||||
Shares of common stock issued for warrant exercises during the year ended December 31, 2022 (in shares) | [3] | 0 | 0 | ||||||
Issued warrants (in shares) | [3] | 0 | |||||||
Expired warrants (in shares) | [3] | (15,556) | |||||||
Cancelled warrants (in shares) | [3] | 0 | |||||||
The2018 Public Offering Warrants [Member] | |||||||||
Active warrants January 1, 2022 (in shares) | [4] | 3,505 | 3,505 | ||||||
Exercised warrants (in shares) | [4] | 0 | 0 | ||||||
Outstanding warrants December 31, 2022 (in shares) | [4] | 0 | 3,505 | ||||||
Weighted average strike price of outstanding warrants as of December 31, 2022 (in dollars per share) | [4] | $ 0 | $ 1 | ||||||
Intrinsic value of outstanding warrants as of December 31, 2022 | [4] | $ 0 | $ 1,000 | ||||||
Shares of common stock issued for warrant exercises during the year ended December 31, 2022 (in shares) | [4] | 0 | 0 | ||||||
Issued warrants (in shares) | [4] | 0 | |||||||
Expired warrants (in shares) | [4] | (3,505) | |||||||
Cancelled warrants (in shares) | [4] | 0 | |||||||
Warrants Issued With 2023 Promissory Notes [Member] | |||||||||
Active warrants January 1, 2022 (in shares) | [5] | 0 | 0 | ||||||
Exercised warrants (in shares) | [5] | 0 | 0 | ||||||
Outstanding warrants December 31, 2022 (in shares) | [5] | 6,250,000 | 0 | ||||||
Weighted average strike price of outstanding warrants as of December 31, 2022 (in dollars per share) | $ 2 | [5] | $ 0 | [5] | $ 2 | ||||
Intrinsic value of outstanding warrants as of December 31, 2022 | $ 8,313,000 | [5] | $ 0 | [5] | $ 5,125,000 | ||||
Shares of common stock issued for warrant exercises during the year ended December 31, 2022 (in shares) | [5] | 0 | 0 | ||||||
Issued warrants (in shares) | [5] | 6,250,000 | |||||||
Expired warrants (in shares) | [5] | 0 | |||||||
Cancelled warrants (in shares) | [5] | 0 | |||||||
The 2023 Registered Direct Offering Warrants [Member] | |||||||||
Active warrants January 1, 2022 (in shares) | [6] | 0 | 0 | ||||||
Exercised warrants (in shares) | (6,872,853) | (7,645,706) | [6] | 0 | [6] | ||||
Outstanding warrants December 31, 2022 (in shares) | [6] | 481,100 | 0 | ||||||
Weighted average strike price of outstanding warrants as of December 31, 2022 (in dollars per share) | $ 1.6 | $ 1.82 | [6] | $ 0 | [6] | $ 1.455 | |||
Intrinsic value of outstanding warrants as of December 31, 2022 | [6] | $ 727,000 | $ 0 | ||||||
Shares of common stock issued for warrant exercises during the year ended December 31, 2022 (in shares) | [6] | 7,645,706 | 0 | ||||||
Issued warrants (in shares) | [6] | 8,126,806 | |||||||
Expired warrants (in shares) | [6] | 0 | |||||||
Cancelled warrants (in shares) | [6] | 0 | |||||||
The 2023 Private Warrants [Member] | |||||||||
Active warrants January 1, 2022 (in shares) | [7] | 0 | 0 | ||||||
Exercised warrants (in shares) | [7] | 0 | 0 | ||||||
Outstanding warrants December 31, 2022 (in shares) | [7] | 2,850,000 | 0 | ||||||
Weighted average strike price of outstanding warrants as of December 31, 2022 (in dollars per share) | $ 3.25 | $ 3.25 | [7] | $ 0 | [7] | ||||
Intrinsic value of outstanding warrants as of December 31, 2022 | $ 6,757,000 | $ 228,000 | [7] | $ 0 | [7] | ||||
Shares of common stock issued for warrant exercises during the year ended December 31, 2022 (in shares) | [7] | 0 | 0 | ||||||
Issued warrants (in shares) | [7] | 2,850,000 | |||||||
Expired warrants (in shares) | [7] | 0 | |||||||
Cancelled warrants (in shares) | [7] | 0 | |||||||
[1]As part of a Regulation A Offering in fiscal years 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 was 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 was January 24, 2022. As part of the settlement of the Firestorm litigation, these warrants were cancelled (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 was 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 expired on October 29, 2023.[5]On January 18, 2023, in connection with the 2023 Promissory Notes, the Company issued the investors warrants to purchase 6,250,000 shares of its common stock, exercisable over a period of five years, at an exercise price of $2.00 per share. These warrants were exercisable commencing January 18, 2023 and expire on January 18, 2028.[6]On March 23, 2023, in connection with the 2023 Register Direct Offering the Company issued (i) pre-funded warrants exercisable for up to an aggregate of 772,853 shares of common stock, (ii) warrants to purchase up to 6,872,853 shares of common stock, and (iii) warrants to the placement agent to purchase up to 481,100 shares of common stock. The exercise price per share of the warrants was $1.455 and each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.001 per share and will expire when exercised in full. Each warrant for the placement agent is exercisable for one share of common stock at an exercise price of $1.8188 per share. These warrants were exercisable commencing March 27, 2023 and expire on March 27, 2028.[7]On July 25, 2023, in connection with the 2023 Letter Agreement, the Company issued warrants to purchase 2,850,000 shares of its common stock, exercisable over a period of five and half years, at an exercise price of $3.25 per share. These warrants were exercisable commencing July 25, 2023 and expire on January 25, 2029. |
Note 15 - Equity Incentive Pl_3
Note 15 - Equity Incentive Plan (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2021 | Aug. 31, 2017 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2021 | |
Share-Based Payment Arrangement, Expense | $ 4,352,000 | $ 6,616,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | 0 | 113,000 | ||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 0 | 0 | ||||
General and Administrative Expense [Member] | ||||||
Share-Based Payment Arrangement, Expense | $ 2,155,000 | $ 2,988,000 | ||||
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 | $ 0 | $ 43,000 | ||||
The 2017 Equity Award Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Payment Arrangement, Expense | 4,352,000 | $ 6,573,000 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 4,077,000 | $ 4,077,000 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 4 months 20 days |
Note 15 - Equity Incentive Pl_4
Note 15 - Equity Incentive Plan - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expense | $ 4,352 | $ 6,616 |
Cost of Sales [Member] | ||
Share-Based Payment Arrangement, Expense | 20 | 152 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expense | 2,155 | 2,988 |
Selling and Marketing Expense [Member] | ||
Share-Based Payment Arrangement, Expense | 413 | 1,378 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expense | $ 1,764 | $ 2,098 |
Note 15 - Equity Incentive Pl_5
Note 15 - Equity Incentive Plan - Summary of Stock Option Activity (Details) - The 2017 Equity Award Plan [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Outstanding balance, number of shares subject to option (in shares) | 862,380 | 1,012,336 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 1.27 | $ 1.28 | |
Outstanding, weighted average remaining contractual term (Year) | 3 years 8 months 12 days | 5 years 3 months 14 days | 6 years 6 months |
Outstanding, aggregate intrinsic value | $ 1,478,000 | $ 172,000 | $ 5,002,000 |
Exercised, number of shares subject to option (in shares) | (141,166) | (99,970) | |
Exercised, weighted average exercise price (in dollars per share) | $ 1.12 | $ 0.93 | |
Forfeited, number of shares subject to option (in shares) | 0 | (6,999) | |
Forfeited, weighted average exercise price (in dollars per share) | $ 0 | $ 0.9 | |
Expired, number of shares subject to option (in shares) | (32,373) | (42,987) | |
Expired, weighted average exercise price (in dollars per share) | $ 3.44 | $ 2.25 | |
Outstanding balance, number of shares subject to option (in shares) | 688,841 | 862,380 | 1,012,336 |
Outstanding, weighted average exercise price (in dollars per share) | $ 1.2 | $ 1.27 | $ 1.28 |
Exercisable, number of shares subject to option (in shares) | 688,841 | ||
Exercisable, weighted average exercise price (in dollars per share) | $ 1.2 | ||
Exercisable, weighted average remaining contractual term (Year) | 3 years 8 months 12 days | ||
Exercisable, aggregate intrinsic value | $ 1,478,000 |
Note 15 - Equity Incentive Pl_6
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Outstanding balance, number of shares (in shares) | 1,940,260 | 1,347,879 | |
Outstanding balance, weighted average unit price (in dollars per share) | $ 5.58 | $ 10.94 | |
Outstanding, weighted average remaining contractual term (Year) | 1 year 4 months 20 days | 1 year 9 months 21 days | 2 years 2 months 12 days |
Granted, number of shares (in shares) | 898,440 | 1,601,213 | |
Granted, weighted average unit price (in dollars per share) | $ 1.92 | $ 3.74 | |
Granted, weighted average remaining contractual term (Year) | 1 year 7 months 24 days | 1 year 11 months 23 days | |
Vested, number of shares (in shares) | (903,485) | (521,647) | |
Vested, weighted average unit price (in dollars per share) | $ 5.83 | $ 10.64 | |
Forfeited, number of shares (in shares) | (187,757) | (487,185) | |
Forfeited, weighted average unit price (in dollars per share) | $ 3.49 | $ 9.61 | |
Vested, weighted average remaining contractual term (Year) | 7 months 28 days | ||
Forfeited, weighted average remaining contractual term (Year) | 1 year 4 months 17 days | ||
Outstanding balance, number of shares (in shares) | 1,747,458 | 1,940,260 | 1,347,879 |
Outstanding balance, weighted average unit price (in dollars per share) | $ 3.79 | $ 5.58 | $ 10.94 |
Note 16 - Loss Per Share (Detai
Note 16 - Loss Per Share (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 12,017,399 | 3,494,951 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 9,581,100 | 692,311 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 688,841 | 862,380 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 1,747,458 | 1,940,260 |
Note 16 - Loss Per Share - Loss
Note 16 - Loss Per Share - Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss from continuing operations | $ (45,685,000) | $ (83,454,000) |
Net income attributable to shareholders from discontinued operations | 0 | 339,000 |
Net loss attributable to common shareholders | $ (45,685,000) | $ (83,115,000) |
Basic and diluted (in shares) | 63,168,299 | 49,807,475 |
Loss per common share from continuing operations - basic and diluted (in dollars per share) | $ (0.72) | $ (1.68) |
Basic and diluted earnings per share from discontinued operations (in dollars per share) | 0 | 0.01 |
Basic and diluted loss per share (in dollars per share) | $ (0.72) | $ (1.67) |
Common stock equivalents excluded due to anti-dilutive effect (in shares) | 12,017,399 | 3,494,951 |
Note 17 - Subsequent Events (De
Note 17 - Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 02, 2025 | Mar. 04, 2024 | Feb. 13, 2024 | Feb. 09, 2024 | Jan. 02, 2024 | Feb. 13, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 18, 2023 | Mar. 18, 2020 | |
Proceeds from Issuance of Common Stock | $ 9,159,000 | $ 0 | ||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
The 2023 Promissory Notes [Member] | ||||||||||
Debt Instrument, Face Amount | $ 12,500,000 | |||||||||
ATD [Member] | Forecast [Member] | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 662,329 | |||||||||
Subsequent Event [Member] | ||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | |||||||||
Subsequent Event [Member] | The 2023 Promissory Notes Converted into Common Stock [Member] | ||||||||||
Debt Conversion, Original Debt, Amount | $ 1,875,000 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 750,000 | |||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 2.5 | |||||||||
Subsequent Event [Member] | The 2023 Promissory Notes [Member] | ||||||||||
Debt Instrument, Redemption Price, Percentage | 115% | |||||||||
Debt Instrument, Face Amount | $ 12,500,000 | |||||||||
Extinguishment of Debt, Amount | 14,375,000 | |||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 263,000 | |||||||||
Subsequent Event [Member] | The 2024 Public Offering [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 10,000,000 | 10,000,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 1,500,000 | |||||||||
Payments of Stock Issuance Costs | $ 2,287,000 | |||||||||
Proceeds from Issuance of Common Stock | $ 26,463,000 | $ 26,463,000 | ||||||||
Subsequent Event [Member] | The 2024 Public Offering [Member] | Common Stock [Member] | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 2.5 | $ 2.5 | ||||||||
Subsequent Event [Member] | ATD [Member] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 19,795,000 | |||||||||
Payments to Acquire Businesses, Gross | $ 9,795,000 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 3,496,463 | |||||||||
Business Acquisition, Share Price (in dollars per share) | $ 2.86 | |||||||||
Subsequent Event [Member] | ATD [Member] | Approximation [Member] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 19,750,000 | |||||||||
Payments to Acquire Businesses, Gross | $ 9,750,000 |
Note 17 - Subsequent Events - P
Note 17 - Subsequent Events - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 02, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 0 | $ 2,000 | ||
Deferred tax liability | 0 | 1,001 | ||
Goodwill | $ 20,593 | $ 20,593 | $ 53,451 | |
Subsequent Event [Member] | ATD [Member] | ||||
Payments to Acquire Businesses, Gross | $ 9,795 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 10,000 | |||
Total Consideration | 19,795 | |||
Cash and cash equivalents | 826 | |||
Accounts receivable | 3,351 | |||
Property and equipment | 1,710 | |||
Right-of-use assets | 257 | |||
Total assets acquired | 17,944 | |||
Accounts payable and accrued expenses | 486 | |||
Lease liability operating, short-term | 157 | |||
Other current liabilities | 200 | |||
Lease liability operating, long-term | 121 | |||
Deferred tax liability | 2,478 | |||
Total liabilities assumed | 3,442 | |||
Fair value of identifiable net assets acquired | 14,502 | |||
Goodwill | 5,293 | |||
Subsequent Event [Member] | ATD [Member] | Customer Relationships [Member] | ||||
Customer relationships | $ 11,800 |
Note 17 - Subsequent Events -_2
Note 17 - Subsequent Events - Pro Forma Information (Details) - ATD [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenue from continuing operations | $ 44,709 | $ 28,183 |
Net loss from continuing operations | $ (46,521) | $ (84,115) |
Basic and diluted loss per share continuing operations (in dollars per share) | $ (0.7) | $ (1.58) |
Basic and diluted number of shares (in shares) | 66,664,762 | 53,303,938 |