Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
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 | Q2 | |
Document Fiscal Year Focus | 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | REKR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 88,503,505 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 3,089,000 | $ 15,385,000 |
Restricted cash | 328,000 | 328,000 |
Accounts receivable, net | 9,015,000 | 4,955,000 |
Inventory | 3,627,000 | 3,058,000 |
Note receivable, current portion | 340,000 | 340,000 |
Other current assets | 1,382,000 | 1,270,000 |
Total current assets | 17,781,000 | 25,336,000 |
Long-term assets | ||
Property and equipment, net | 13,212,000 | 13,188,000 |
Right-of-use operating lease assets, net | 9,527,000 | 9,584,000 |
Right-of-use financing lease assets, net | 2,252,000 | 1,989,000 |
Goodwill | 24,313,000 | 20,593,000 |
Intangible assets, net | 26,996,000 | 17,239,000 |
Note receivable, long-term | 312,000 | 482,000 |
Deposits | 3,485,000 | 3,740,000 |
Total long-term assets | 80,097,000 | 66,815,000 |
Total assets | 97,878,000 | 92,151,000 |
Current liabilities | ||
Accounts payable and accrued expenses | 6,272,000 | 5,139,000 |
Notes payable, current portion | 2,000,000 | 1,000,000 |
Loan payable, current portion | 77,000 | 75,000 |
Lease liability operating, short-term | 1,741,000 | 1,261,000 |
Lease liability financing, short-term | 720,000 | 547,000 |
Contract liabilities | 3,617,000 | 3,604,000 |
Liability for ATD Holdback Shares | 890,000 | 0 |
Other current liabilities | 5,839,000 | 5,610,000 |
Total current liabilities | 21,156,000 | 17,236,000 |
Long-term Liabilities | ||
Notes payable, long-term | 0 | 1,000,000 |
Loan payable, long-term | 234,000 | 273,000 |
Lease liability operating, long-term | 12,823,000 | 13,445,000 |
Lease liability financing, long-term | 1,090,000 | 1,057,000 |
Contract liabilities, long-term | 1,325,000 | 1,449,000 |
Deferred tax liability | 65,000 | 65,000 |
Other non-current liabilities | 587,000 | 587,000 |
Total long-term liabilities | 30,566,000 | 41,545,000 |
Total liabilities | 51,722,000 | 58,781,000 |
Commitments and contingencies (Note 7) | ||
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 June 30, 2024 and December 31, 2023, respectively. No preferred stock was issued or outstanding as of June 30, 2024 or December 31, 2023, respectively. | 0 | 0 |
Common stock, $0.0001 par value; authorized; 300,000,000 shares; issued: 86,371,359 shares as of June 30, 2024 and 69,273,334 as of December 31, 2023; outstanding: 86,216,706 shares as of June 30, 2024 and 69,176,826 as of December 31, 2023. | 9,000 | 7,000 |
Treasury stock, 154,653 and 96,508 shares as of June 30, 2024 and December 31, 2023, respectively. | (702,000) | (522,000) |
Additional paid-in capital | 273,941,000 | 232,568,000 |
Accumulated deficit | (227,092,000) | (198,683,000) |
Total stockholders’ equity | 46,156,000 | 33,370,000 |
Total liabilities and stockholders’ equity | 97,878,000 | 92,151,000 |
The 2023 Promissory Notes [Member] | Nonrelated Party [Member] | ||
Long-term Liabilities | ||
Secured long term debt, net of debt discount | 0 | 2,988,000 |
The 2023 Promissory Notes [Member] | Related Party [Member] | ||
Long-term Liabilities | ||
Secured long term debt, net of debt discount | 0 | 6,351,000 |
The 2023 Revenue Sharing Notes [Member] | Nonrelated Party [Member] | ||
Long-term Liabilities | ||
Secured long term debt, net of debt discount | 9,628,000 | 9,553,000 |
The 2023 Revenue Sharing Notes [Member] | Related Party [Member] | ||
Long-term Liabilities | ||
Secured long term debt, net of debt discount | $ 4,814,000 | $ 4,777,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
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) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 86,371,359 | 69,273,334 |
Common stock, shares outstanding (in shares) | 86,216,706 | 69,176,826 |
Treasury stock, shares (in shares) | 154,653 | 96,508 |
Series A Preferred Stock [Member] | ||
Preferred stock, designated (in shares) | 505,000 | 505,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, designated (in shares) | 240,861 | 240,861 |
The 2023 Promissory Notes [Member] | Nonrelated Party [Member] | ||
Debt discount, noncurrent | $ 0 | $ 1,012 |
The 2023 Promissory Notes [Member] | Related Party [Member] | ||
Debt discount, noncurrent | 0 | 2,149 |
The 2023 Revenue Sharing Notes [Member] | Nonrelated Party [Member] | ||
Debt discount, noncurrent | 372 | 447 |
The 2023 Revenue Sharing Notes [Member] | Related Party [Member] | ||
Debt discount, noncurrent | $ 186 | $ 223 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue | $ 12,427 | $ 8,563 | $ 22,205 | $ 14,748 |
Cost of revenue, excluding depreciation and amortization | 5,776 | 4,131 | 11,061 | 6,999 |
Operating expenses: | ||||
General and administrative expenses | 7,370 | 5,873 | 15,032 | 13,078 |
Selling and marketing expenses | 2,021 | 2,053 | 4,435 | 3,943 |
Research and development expenses | 4,991 | 4,783 | 9,992 | 9,740 |
Depreciation and amortization | 2,344 | 2,003 | 4,676 | 3,954 |
Total operating expenses | 16,726 | 14,712 | 34,135 | 30,715 |
Loss from operations | (10,075) | (10,280) | (22,991) | (22,966) |
Other income (expense): | ||||
(Loss) gain on extinguishment of debt | 0 | 0 | (4,693) | 527 |
Interest expense, net | (544) | (908) | (1,598) | (1,668) |
Gain on remeasurement of ATD Holdback Shares | 745 | 0 | 745 | 0 |
Other income | 79 | 75 | 128 | 312 |
Total other income (expense) | 280 | (833) | (5,418) | (829) |
Net loss | $ (9,795) | $ (11,113) | $ (28,409) | $ (23,795) |
Loss per common share (in dollars per share) | $ (0.12) | $ (0.18) | $ (0.35) | $ (0.41) |
Weighted average shares outstanding | ||||
Basic and diluted (in shares) | 84,932,611 | 61,816,279 | 81,929,347 | 58,353,534 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock Outstanding [Member] Prefunded Warrants [Member] | Common Stock Outstanding [Member] | Treasury Stock, Common [Member] Prefunded Warrants [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] Prefunded Warrants [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] Prefunded Warrants [Member] | Retained Earnings [Member] | Prefunded Warrants [Member] | Total |
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 | 2,156 | 0 | 2,156 | |||||
Issuance upon exercise of stock options (in shares) | 687,914 | 0 | ||||||||
Issuance upon exercise of stock options | $ 0 | $ 0 | 0 | 0 | 0 | |||||
Issuance upon vesting of restricted stock units (in shares) | (49,969) | 49,969 | ||||||||
Issuance upon vesting of restricted stock units | $ 0 | $ (89) | 0 | 0 | (89) | |||||
Issuance upon exercise of 2023 Warrants (in shares) | 772,853 | 0 | ||||||||
Issuance upon exercise of 2023 Warrants | $ 0 | $ 0 | $ 1 | $ 0 | $ 1 | |||||
Net loss | $ 0 | $ 0 | 0 | (23,795) | (23,795) | |||||
Issuance upon exercise of stock options (in shares) | 36,333 | 0 | ||||||||
Issuance upon exercise of stock options | $ 0 | $ 0 | 31 | 0 | 31 | |||||
Fair value allocated to warrants with 2023 Promissory Notes | $ 0 | $ 0 | 5,125 | 0 | 5,125 | |||||
Issuance of common stock and warrants (in shares) | (6,100,000) | 0 | ||||||||
Issuance of common stock and warrants | $ 1 | $ 0 | 9,158 | 0 | 9,159 | |||||
Balance (in shares) at Jun. 30, 2023 | 61,952,211 | 91,491 | ||||||||
Balance at Jun. 30, 2023 | $ 6 | $ (506) | 219,218 | (176,793) | 41,925 | |||||
Balance (in shares) at Mar. 31, 2023 | 61,030,637 | 91,491 | ||||||||
Balance at Mar. 31, 2023 | $ 6 | $ (506) | 218,157 | (165,680) | 51,977 | |||||
Stock-based compensation | $ 0 | $ 0 | 1,044 | 0 | 1,044 | |||||
Issuance upon exercise of stock options (in shares) | 130,721 | 0 | ||||||||
Issuance upon exercise of stock options | $ 0 | $ 0 | 0 | 0 | 0 | |||||
Issuance upon exercise of 2023 Warrants (in shares) | 772,853 | 0 | ||||||||
Issuance upon exercise of 2023 Warrants | $ 0 | $ 0 | $ 1 | $ 0 | $ 1 | |||||
Net loss | $ 0 | $ 0 | 0 | (11,113) | (11,113) | |||||
Issuance upon exercise of stock options (in shares) | 18,000 | 0 | ||||||||
Issuance upon exercise of stock options | $ 0 | $ 0 | 16 | 0 | 16 | |||||
Balance (in shares) at Jun. 30, 2023 | 61,952,211 | 91,491 | ||||||||
Balance at Jun. 30, 2023 | $ 6 | $ (506) | 219,218 | (176,793) | 41,925 | |||||
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 | |||||
Stock-based compensation | $ 0 | $ 0 | 2,282 | 0 | 2,282 | |||||
Issuance upon exercise of stock options (in shares) | 612,390 | 0 | ||||||||
Issuance upon exercise of stock options | $ 0 | $ 0 | 0 | 0 | 0 | |||||
Issuance upon vesting of restricted stock units (in shares) | (58,145) | 58,145 | ||||||||
Issuance upon vesting of restricted stock units | $ 0 | $ (180) | 0 | 0 | (180) | |||||
Issuance upon exercise of 2023 Warrants (in shares) | 1,400,000 | 0 | ||||||||
Issuance upon exercise of 2023 Warrants | $ 1 | $ 0 | 1,959 | 0 | 1,960 | |||||
Net loss | $ 0 | $ 0 | 0 | (28,409) | (28,409) | |||||
Issuance upon exercise of stock options (in shares) | 3,500 | 0 | ||||||||
Issuance upon exercise of stock options | $ 0 | $ 0 | 3 | 0 | 3 | |||||
Shares issued as part of the ATD Acquisition (in shares) | 2,832,135 | 0 | ||||||||
Shares issued as part of the ATD Acquisition | $ 0 | $ 0 | 8,893 | 0 | 8,893 | |||||
Retirement of the 2023 Promissory Notes (in shares) | 750,000 | 0 | ||||||||
Retirement of the 2023 Promissory Notes | $ 0 | $ 0 | 1,875 | 0 | 1,875 | |||||
2024 Public Offering (in shares) | 11,500,000 | 0 | ||||||||
2024 Public Offering | $ 1 | $ 0 | 26,361 | 0 | 26,362 | |||||
Balance (in shares) at Jun. 30, 2024 | 86,216,706 | 154,653 | ||||||||
Balance at Jun. 30, 2024 | $ 9 | $ (702) | 273,941 | (227,092) | 46,156 | |||||
Balance (in shares) at Mar. 31, 2024 | 84,660,589 | 154,653 | ||||||||
Balance at Mar. 31, 2024 | $ 8 | $ (702) | 270,864 | (217,297) | 52,873 | |||||
Stock-based compensation | $ 0 | $ 0 | 1,115 | 0 | 1,115 | |||||
Issuance upon exercise of stock options (in shares) | 3,500 | 0 | ||||||||
Issuance upon exercise of stock options | $ 0 | $ 0 | 3 | 0 | 3 | |||||
Issuance upon vesting of restricted stock units (in shares) | 152,617 | 0 | ||||||||
Issuance upon vesting of restricted stock units | $ 0 | $ 0 | 0 | 0 | 0 | |||||
Issuance upon exercise of 2023 Warrants (in shares) | 1,400,000 | 0 | ||||||||
Issuance upon exercise of 2023 Warrants | $ 1 | $ 0 | 1,959 | 0 | 1,960 | |||||
Net loss | $ 0 | $ 0 | 0 | (9,795) | (9,795) | |||||
Balance (in shares) at Jun. 30, 2024 | 86,216,706 | 154,653 | ||||||||
Balance at Jun. 30, 2024 | $ 9 | $ (702) | $ 273,941 | $ (227,092) | $ 46,156 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (28,409,000) | $ (23,795,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debt expense | 314,000 | 43,000 |
Depreciation | 1,949,000 | 1,859,000 |
Amortization of right-of-use financing lease asset | 384,000 | 22,000 |
Non-cash operating lease expense | 455,000 | 314,000 |
Share-based compensation | 2,282,000 | 2,156,000 |
Amortization of debt discount | 455,000 | 960,000 |
Amortization of intangible assets | 2,343,000 | 2,073,000 |
Impairment of SAFE Agreement | 0 | 101,000 |
Loss due to the remeasurement of the STS Earnout and Contingent Consideration | 100,000 | 91,000 |
Gain on remeasurement of ATD Holdback Shares | (745,000) | 0 |
Loss on the sale of property and equipment | 8,000 | 16,000 |
Loss (gain) on extinguishment of debt | 4,693,000 | (527,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,191,000) | (2,508,000) |
Inventory | 302,000 | (1,064,000) |
Other current assets | 42,000 | (194,000) |
Deposits | 12,000 | 12,000 |
Accounts payable, accrued expenses and other current liabilities | (269,000) | 885,000 |
Contract liabilities | (111,000) | 1,074,000 |
Lease liability | (540,000) | (718,000) |
Net cash used in operating activities - continuing operations | (17,926,000) | (19,200,000) |
Net cash used in operating activities - discontinued operations | 0 | (449,000) |
Net cash used in operating activities | (17,926,000) | (19,649,000) |
Cash Flows from Investing Activities: | ||
Capital expenditures | (512,000) | (490,000) |
Proceeds from the sale of property and equipment | 27,000 | 14,000 |
Cash paid for ATD acquisition, net | (9,222,000) | 0 |
Net cash used in investing activities | (9,707,000) | (476,000) |
Cash Flows from Financing Activities: | ||
Proceeds from the public offering | 26,362,000 | 0 |
Net proceeds 2022 Promissory Notes - related party, exchanged for 2023 Promissory Notes - related party | 0 | 400,000 |
Net proceeds 2023 Registered Direct Offering | 0 | 9,159,000 |
Proceeds from notes receivable | 170,000 | 170,000 |
Net proceeds from exercise of options | 3,000 | 31,000 |
Repayments of loans payable | (37,000) | (54,000) |
Payments for financing leases | (441,000) | (277,000) |
Repurchases of common stock | (180,000) | (89,000) |
Repayment of 2023 Promissory Notes | (12,500,000) | 0 |
Net cash provided by financing activities | 15,337,000 | 20,441,000 |
Net (decrease) increase in cash, cash equivalents and restricted cash - continuing operations | (12,296,000) | 765,000 |
Net decrease in cash, cash equivalents and restricted cash - discontinued operations | 0 | (449,000) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (12,296,000) | 316,000 |
Cash, cash equivalents and restricted cash at beginning of period | 15,713,000 | 2,468,000 |
Cash, cash equivalents and restricted cash at end of period | 3,417,000 | 2,784,000 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents at end of period | 3,089,000 | 2,438,000 |
Restricted cash at end of period | 328,000 | 346,000 |
Cash, cash equivalents and restricted cash at end of period | 3,417,000 | 2,784,000 |
Prefunded Warrants [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from the exercise of the pre-funded warrants | 0 | 1,000 |
Warrants Excluding Pre-funded Warrants [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from the exercise of the pre-funded warrants | 1,960,000 | 0 |
The 2023 Promissory Notes [Member] | Nonrelated Party [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from secured notes payable | 0 | 4,000,000 |
The 2023 Promissory Notes [Member] | Related Party [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from secured notes payable | $ 0 | $ 7,100,000 |
Note 1 - General, Basis of Pres
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | NOTE 1 – GENERAL, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Rekor Systems, Inc. (“Rekor”) was formed in February 2017. On January 2, 2024 , the Company completed the acquisition of ATD by acquiring 100% of the issued and outstanding capital stock of ATD, which is now a wholly-owned subsidiary of the Company. These unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not June 30, 2024 The financial data and other information disclosed in these notes are unaudited. The results for the three six June 30, 2024 , are not December 31, 2024 . These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10 December 31, 2023 . The year-end condensed balance sheet data was derived from audited financial statements but does not Dollar amounts, except per share data, in the notes to these unaudited condensed consolidated financial statements are rounded to the nearest $1,000. Correction of Previously Issued (Unaudited) Interim Financial Statements While undergoing a review of its unaudited condensed consolidated interim financial statements, the Company determined it had incorrectly classified the ATD Holdback Shares issued in connection with the acquisition of ATD as equity classified instead of liability classified. This impacted previously reported amounts for goodwill, current liabilities and additional paid in capital, among other line items in the unaudited condensed consolidated interim financial statements as of and for the three March 31, 2024. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, No. 108, not three March 31, 2024. not three March 31, 2024, March 31, 2024 three six June 30, 2024. March 31, 2024 Changes in Condensed Consolidated Balance Sheet As reported Adjusted As corrected Long-term assets Goodwill $ 24,161 $ (452 ) $ 23,709 Total assets 107,150 (452 ) 106,698 Current liabilities Liability for ATD Holdback Shares - 1,634 1,634 Total liabilities 52,191 1,634 53,825 Stockholders' equity Additional paid-in capital 272,950 (2,086 ) 270,864 Total stockholders’ equity $ 54,959 $ (2,086 ) $ 52,873 Changes in Condensed Consolidated Statement of Shareholders' Equity Shares of common stock outstanding 85,324,918 (664,329 ) 84,660,589 The following tables set forth the effects of the error corrections on affected items within the Company’s previously reported interim condensed statements of operations for the periods indicated had the adjustments been made in the corresponding quarters (dollars in thousands, except share amounts): Three Months Ended March 31, 2024 Changes in Condensed Consolidated Statements of Operations As reported Adjusted As corrected Loss per common share $ (0.23 ) $ (0.01 ) $ (0.24 ) Weighted average shares outstanding basic and diluted 79,558,346 (664,329 ) 78,894,017 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 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 products and services. As of and for the six June 30, 2024 Our cash decreased by $12,296,000 for the six June 30, 2024 2023 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 not The Company is actively monitoring its operations, cash on hand and working capital. The Company is currently in the process of reviewing and exploring external financing options in order to sustain its operations. If additional financing is not Significant Accounting Policies Goodwill The excess purchase consideration over the fair value of acquired assets and liabilities is recorded as goodwill. Goodwill is subject to impairment testing on an annual basis. The Company will assess goodwill for impairment annually on October 1st June 30, 2024 not 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. 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 June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 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 observable market data for substantially the full term of the assets or liabilities. 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 within the fair value hierarchy. 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 does not 1 2 3 3 There were no June 30, 2024 The following is a rollforward of the company’s contingent consideration and ATD Holdback Share liabilities: STS Contingent Consideration Balance as of January 1, 2024 $ 1,800 Loss (gain) due to change in fair value 100 Balance as of June 30, 2024 $ 1,900 ATD Holdback Shares Acquisition of ATD January 2, 2024 $ 1,635 Loss (gain) due to change in fair value (745 ) Balance as of June 30, 2024 $ 890 The following are the inputs in company’s ATD Holdback Share as of January 2, 2024 June 30, 2024: January 2, 2024 June 30, 2024 Closing stock price $ 3.14 $ 1.55 Discount for marketability $ (0.68 ) $ (0.21 ) 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): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Recurring revenue $ 6,284 $ 5,772 $ 11,246 $ 9,976 Product and service revenue 6,143 2,791 10,959 4,772 Total revenue $ 12,427 $ 8,563 $ 22,205 $ 14,748 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 that can be purchased online and activated through a digital key. The Company's contracts with eCommerce 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 installation, construction and other implementation services to its customers. These services involve a fee 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 customer type (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Urban Mobility $ 8,139 $ 3,574 $ 13,754 $ 6,329 Transportation Management 723 881 1,387 1,611 Public Safety 3,565 4,108 7,064 6,808 Total revenue $ 12,427 $ 8,563 $ 22,205 $ 14,748 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. This application fully automates the aggregation of Federal Highway Administration (“FHWA”) 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 P ublic 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 the remaining term of a contract with a customer are not June 30, 2024 twelve five Unbilled accounts receivable The timing of revenue recognition, billings and cash collections result in billed accounts receivable, unbilled accounts receivables, and contract liabilities on the unaudited condensed consolidated balance sheets. Billed and unbilled accounts receivable are presented as part of accounts receivable, net, on the unaudited condensed 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 June 30, 2024 December 31, 2023 Contract liabilities When the Company advance bills clients prior to providing services, generally such amounts will be earned and recognized in revenue within the next six five six June 30, 2024 not six June 30, 2024 December 31, 2023 The services due for contract liabilities described above are shown below as of June 30, 2024 2024, remaining $ 2,837 2025 1,268 2026 490 2027 201 2028 118 Thereafter 28 Total $ 4,942 Cash and Cash Equivalents, and Restricted Cash and Cash Equivalents The Company considers all highly liquid debt instruments to be cash equivalents. Cash subject to contractual restrictions and not June 30, 2024 December 31, 2023 Concentrations of Credit 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 June 30, 2024 December 31, 2023 one No 10% three six June 30, 2024 2023 six June 30, 2023. As of June 30, 2024 no 10% December 31, 2023 No 10% December 31, 2023 Accounts Payable, Accrued and Other Current Liabilities As of June 30, 2024 December 31, 2023 A summary of other current liabilities is as follows (in thousands): June 30, 2024 December 31, 2023 Payroll and payroll related expense $ 3,098 $ 2,824 Right of offset to restricted cash 328 328 STS Contingent Consideration 1,900 1,800 Other 513 658 Total $ 5,839 $ 5,610 New Accounting Pronouncements Effective in Future Periods In November 2023, 2023 07 280 280 January 1, 2025, In December 2023, 2023 09 740 January 1, 2025 The Company does not not Additional significant accounting policies of the Company are also described in Note 1 10 December 31, 2023 |
Note 2 - Acquisition
Note 2 - Acquisition | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 2 ACQUISITION ATD Acquisition On January 2, 2024 ( The acquisition met the criteria to be accounted for as a business in accordance with ASC 805, 805” not thirty twelve 3. NOTE 8 STOCKHOLDERS EQUITY not twelve one The Company incurred $548,000 in legal and professional fees related to the acquisition which were expensed as incurred and recognized in general and administrative expenses in the unaudited condensed consolidated statement of operations. In accordance with the acquisition method of accounting for a business combination, the purchase price has been allocated to the assets acquired and liabilities assumed based on their fair values as of the Closing Date. Since the acquisition of ATD occurred on January 2, 2024, three June 30, 2024. Consideration Cash paid $ 10,048 Liability classified holdback shares ( 664,329 1,635 Common stock issued ( 2,832,135 3.14 8,893 Total Consideration $ 20,576 Recognized amounts of identifiable assets acquired and liabilities assumed Estimated Fair Value Assets Cash and cash equivalents $ 826 Accounts receivable 3,183 Property and equipment 1,565 Right-of-use operating lease assets 269 Other current assets 154 Intangible assets 12,100 Total assets acquired $ 18,097 Liabilities Accounts payable and accrued expenses $ 715 Lease liability operating 269 Other current liabilities 257 Total liabilities assumed $ 1,241 Fair value of identifiable net assets acquired 16,856 Purchase price consideration 20,576 Goodwill $ 3,720 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 interest expense, as if they were consummated as of January 1, 2023. not January 1, 2023 ( Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (Dollars in thousands, except per share data) (Dollars in thousands except for per share data) Total revenue $ 12,427 $ 11,234 $ 22,205 $ 19,180 Net loss $ (9,795 ) $ (10,454 ) $ (28,409 ) $ (24,191 ) Basic and diluted $ (0.12 ) $ (0.16 ) $ (0.35 ) $ (0.40 ) Basic and diluted number of shares 84,932,611 64,648,414 81,929,347 61,185,669 |
Note 3 - Supplemental Non Cash
Note 3 - Supplemental Non Cash Disclosures of Cash Flow Information | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | NOTE 3 SUPPLEMENTAL NON CASH DISCLOSURES OF CASH FLOW INFORMATION Supplemental disclosures of cash flow information for the six June 30, 2024 2023 Six Months Ended June 30, 2024 2023 Cash paid for interest $ 1,408 $ 709 Cash paid for taxes 50 5 Decrease in accounts payable and accrued expenses related to purchases of property and equipment - (658 ) Increase (decrease) in accounts payable and accrued expenses related to purchases of inventory 559 (374 ) Decrease in deposits related to property and equipment received 243 295 Decrease in property and equipment that was uninstalled and moved to inventory 312 - 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 Fair market value of shares issued in connection with the acquisition of ATD 8,893 - Fair market value of ATD Holdback Shares 1,635 - 2023 Promissory Note redemption premium settled in shares of the Company’s common stock 1,875 - New Leases under ASC-842: Right-of-use assets obtained in exchange for new operating lease liabilities 129 - Right-of-use assets obtained in exchange for new finance lease liabilities 485 939 |
Note 4 - Intangible Assets and
Note 4 - Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 4 INTANGIBLE ASSETS AND GOODWILL ATD Acquisition The purchase price for the ATD acquisition has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. Since the acquisition occurred on January 2, 2024, three March 31, 2024. 15 five Intangible Assets Subject to Amortization The following provides a breakdown of identifiable intangible assets, net as of June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 Customer relationships $ 15,761 $ 3,861 Marketing related 1,227 1,027 Technology based 24,107 24,107 Internally capitalized software 1,236 1,236 Total 42,331 30,231 Less: accumulated amortization (15,335 ) (12,992 ) Identifiable intangible assets, net $ 26,996 $ 17,239 These intangible assets are amortized on a straight-line basis over their estimated useful life. Amortization expense for the three June 30, 2024 2023 six June 30, 2024 2023 no As of June 30, 2024 five 2024, remaining $ 2,333 2025 4,665 2026 3,853 2027 3,578 2028 2,602 Thereafter 9,965 Total $ 26,996 |
Note 5 - Debt
Note 5 - Debt | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 5 DEBT STS Notes On June 17, 2022, two September 30, 2024 June 17, 2025, June 2024, June 2024 September 30, 2024. June 30, 2024, 2023 On January 18, 2023, “2023 January 18, 2023, 2023 On March 4, 2024, 2023 2023 2023 3. NOTE 8 STOCKHOLDERS EQUITY The 2023 July 18, 2025 ( No 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 June 30, 2024 third not not June 30, 2024. The Company may December 15, 2024 December 15, 2026 106%. may may three six June 30, 2024, Interest Expense The following table presents the interest expense net of interest income related to the contractual interest and the amortization of debt issuance costs for the Company’s debt arrangements (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense $ 559 $ 403 $ 1,357 $ 731 Amortization of debt issuance costs 56 516 455 960 Total interest expense 615 919 1,812 1,691 Less: interest income 71 11 214 23 Total interest expense, net $ 544 $ 908 $ 1,598 $ 1,668 Schedule of Principal Amounts Due of Debt The principal amounts due for long-term notes payable are shown below as of June 30, 2024 2024, remaining $ 1,037 2025 1,078 2026 15,083 2027 86 2028 27 Thereafter - Total 17,311 Less unamortized debt discount (558 ) Total notes payable $ 16,753 |
Note 6 - Income Taxes
Note 6 - Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 6 INCOME TAXES The Company maintains a full valuation allowance against its net deferred taxes, outside of the deferred tax liability related to the indefinite lived intangibles, through June 30, 2024 The Company files income tax returns in Israel, the United States and in various states. No June 30, 2024 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 indefinite lived intangibles, because the Company does not not For the three six June 30, 2024 2023, not 2019 2023 June 30, 2024 December 31, 2023 For the three six June 30, 2024 2023, not |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 7 COMMITMENTS AND CONTINGENCIES From time to time, the Company may H.C Wainwright & Co., LLC In March 2023, 8 2023 may first twelve In July 2023, one July July 2023 On or about October 23, 2023, July not February 29, 2024, March 4, 2024, On February 29, 2024, February 2024 May 3, 2024, March 2023 2024 The Company believes HCW's 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 8 - Stockholders' Equity
Note 8 - Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Equity [Text Block] | NOTE 8 – STOCKHOLDERS ’ EQUITY Authorized Common Stock On April 22, 2024, not ATD Acquisition In connection with the acquisition as described in NOTE 2 ACQUISITION twelve 3, June 17, 2024. 2024 Public Offering On February 9, 2024, “2024 2024 On February 9, 2024, 2024 February 13, 2024. 2024 Redemption of 2023 On March 4, 2024, 2023 2023 2023 3, July 30, 2024. 2023 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 On July 25, 2023, “2023 2023 2023 “2023 2023 September 29, 2023. 2023 January 25, 2029 The 2023 five 2023 zero 2023 In connection with the initial closing of the 2023 January 18, 2023, five 2023 On June 20, 2024, 2023 2023 June 2024, one July 2024, In consideration for the Company’s agreement to reduce the exercise price, the Exercising Holders agreed to a concomitant reduction in the number of shares into which the 2023 no 3, July 30, 2024. Warrants A summary of the warrant activity for the Company for the period ended June 30, 2024 is as follows: 2023 Promissory Notes (1) 2023 Registered Direct Offering (2) 2023 Private Warrants (3) Total Active warrants as of January 1, 2024 6,250,000 481,100 2,850,000 9,581,100 Exercised warrants (1,400,000 ) - - (1,400,000 ) Cancelled warrants (1,575,000 ) - - (1,575,000 ) Outstanding warrants as of June 30, 2024 3,275,000 481,100 2,850,000 6,606,100 Weighted average strike price of outstanding warrants as of June 30, 2024 $ 1.58 $ 1.82 $ 3.25 $ 2.32 Intrinsic value of outstanding warrants as of June 30, 2024 $ - $ - $ - $ - Shares of common stock issued for warrant exercises during the six months ended June 30, 2024 1,400,000 - - 1,400,000 ( 1 On January 18, 2023, 2023 five January 18, 2023 January 18, 2028. ( 2 On March 23, 2023, 2023 481,100 one $1.8188 March 27, 2023 March 27, 2028. ( 3 On July 25, 2023, 2023 five July 25, 2023 January 25, 2029. |
Note 9 - Equity Incentive Plan
Note 9 - Equity Incentive Plan | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 9 EQUITY INCENTIVE PLAN In August 2017, 2017 “2017 2017 2017 October 2021, 2017 On April 29, 2024, 8 2017 March 22, 2024, April 18, 2024 Stock Options Stock options granted under the 2017 may may may three ten For the three six June 30, 2024 2023 no A summary of stock option activity under the Company’s 2017 June 30, 2024 Number of Shares Subject to Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding balance as of January 1, 2024 688,841 $ 1.20 3.70 $ 1,478,000 Exercised (3,500 ) 0.80 Expired (3,880 ) 3.81 Outstanding balance as of June 30, 2024 681,461 $ 1.19 3.19 $ 298,000 Exercisable as of June 30, 2024 681,461 $ 1.19 3.19 $ 298,000 As of June 30, 2024 2017 Restricted Stock Units Stock compensation expense related to Restricted Stock Units ("RSUs") for the three June 30, 2024 2023 six June 30, 2024 2023 A summary of RSU activity under the Company’s 2017 six June 30, 2024 Number of Shares Weighted Average Unit Price Weighted Average Remaining Contractual Term (Years) Outstanding balance as of January 1, 2024 1,747,458 $ 3.79 1.39 Granted 646,699 2.65 1.92 Vested (612,390 ) 3.55 0.85 Forfeited (105,762 ) 2.88 1.77 Outstanding balance as of June 30, 2024 1,676,005 $ 3.50 1.40 All RSUs granted vest upon the satisfaction of a service-based vesting condition. As of June 30, 2024 2017 |
Note 10 - Loss Per Share
Note 10 - Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 10 LOSS PER SHARE The following table provides information relating to the calculation of loss per common share: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (Dollars in thousands, except per share data) (Dollars in thousands, except per share data) Basic and diluted loss per share Net loss attributable to shareholders $ (9,795 ) $ (11,113 ) $ (28,409 ) $ (23,795 ) Weighted average common shares outstanding - basic and diluted 84,932,611 61,816,279 81,929,347 58,353,534 Basic and diluted loss per share $ (0.12 ) $ (0.18 ) $ (0.35 ) $ (0.41 ) Common stock equivalents excluded due to the anti-dilutive effect 9,627,895 16,200,612 9,627,895 16,200,612 As the Company had a net loss for the three six June 30, 2024 As the Company had a net loss for the three six June 30, 2023 |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 11 SUBSEQUENT EVENTS Global Public Safety On July 1, 2024, two August 1, 2024. 2023 In July 2024, |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2024 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | 5. None 10b5 1 10b5 1 March 31, 2024, 408 |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Reclassification, Comparability Adjustment [Policy Text Block] | Correction of Previously Issued (Unaudited) Interim Financial Statements While undergoing a review of its unaudited condensed consolidated interim financial statements, the Company determined it had incorrectly classified the ATD Holdback Shares issued in connection with the acquisition of ATD as equity classified instead of liability classified. This impacted previously reported amounts for goodwill, current liabilities and additional paid in capital, among other line items in the unaudited condensed consolidated interim financial statements as of and for the three March 31, 2024. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, No. 108, not three March 31, 2024. not three March 31, 2024, March 31, 2024 three six June 30, 2024. March 31, 2024 Changes in Condensed Consolidated Balance Sheet As reported Adjusted As corrected Long-term assets Goodwill $ 24,161 $ (452 ) $ 23,709 Total assets 107,150 (452 ) 106,698 Current liabilities Liability for ATD Holdback Shares - 1,634 1,634 Total liabilities 52,191 1,634 53,825 Stockholders' equity Additional paid-in capital 272,950 (2,086 ) 270,864 Total stockholders’ equity $ 54,959 $ (2,086 ) $ 52,873 Changes in Condensed Consolidated Statement of Shareholders' Equity Shares of common stock outstanding 85,324,918 (664,329 ) 84,660,589 The following tables set forth the effects of the error corrections on affected items within the Company’s previously reported interim condensed statements of operations for the periods indicated had the adjustments been made in the corresponding quarters (dollars in thousands, except share amounts): Three Months Ended March 31, 2024 Changes in Condensed Consolidated Statements of Operations As reported Adjusted As corrected Loss per common share $ (0.23 ) $ (0.01 ) $ (0.24 ) Weighted average shares outstanding basic and diluted 79,558,346 (664,329 ) 78,894,017 |
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 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 products and services. As of and for the six June 30, 2024 Our cash decreased by $12,296,000 for the six June 30, 2024 2023 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 not The Company is actively monitoring its operations, cash on hand and working capital. The Company is currently in the process of reviewing and exploring external financing options in order to sustain its operations. If additional financing is not |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill The excess purchase consideration over the fair value of acquired assets and liabilities is recorded as goodwill. Goodwill is subject to impairment testing on an annual basis. The Company will assess goodwill for impairment annually on October 1st June 30, 2024 not |
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. |
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 June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 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 observable market data for substantially the full term of the assets or liabilities. 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 within the fair value hierarchy. 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 does not 1 2 3 3 There were no June 30, 2024 The following is a rollforward of the company’s contingent consideration and ATD Holdback Share liabilities: STS Contingent Consideration Balance as of January 1, 2024 $ 1,800 Loss (gain) due to change in fair value 100 Balance as of June 30, 2024 $ 1,900 ATD Holdback Shares Acquisition of ATD January 2, 2024 $ 1,635 Loss (gain) due to change in fair value (745 ) Balance as of June 30, 2024 $ 890 The following are the inputs in company’s ATD Holdback Share as of January 2, 2024 June 30, 2024: January 2, 2024 June 30, 2024 Closing stock price $ 3.14 $ 1.55 Discount for marketability $ (0.68 ) $ (0.21 ) |
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): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Recurring revenue $ 6,284 $ 5,772 $ 11,246 $ 9,976 Product and service revenue 6,143 2,791 10,959 4,772 Total revenue $ 12,427 $ 8,563 $ 22,205 $ 14,748 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 that can be purchased online and activated through a digital key. The Company's contracts with eCommerce 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 installation, construction and other implementation services to its customers. These services involve a fee 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 customer type (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Urban Mobility $ 8,139 $ 3,574 $ 13,754 $ 6,329 Transportation Management 723 881 1,387 1,611 Public Safety 3,565 4,108 7,064 6,808 Total revenue $ 12,427 $ 8,563 $ 22,205 $ 14,748 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. This application fully automates the aggregation of Federal Highway Administration (“FHWA”) 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 P ublic 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 the remaining term of a contract with a customer are not June 30, 2024 twelve five Unbilled accounts receivable The timing of revenue recognition, billings and cash collections result in billed accounts receivable, unbilled accounts receivables, and contract liabilities on the unaudited condensed consolidated balance sheets. Billed and unbilled accounts receivable are presented as part of accounts receivable, net, on the unaudited condensed 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 June 30, 2024 December 31, 2023 Contract liabilities When the Company advance bills clients prior to providing services, generally such amounts will be earned and recognized in revenue within the next six five six June 30, 2024 not six June 30, 2024 December 31, 2023 The services due for contract liabilities described above are shown below as of June 30, 2024 2024, remaining $ 2,837 2025 1,268 2026 490 2027 201 2028 118 Thereafter 28 Total $ 4,942 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents, and Restricted Cash and Cash Equivalents The Company considers all highly liquid debt instruments to be cash equivalents. Cash subject to contractual restrictions and not June 30, 2024 December 31, 2023 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit 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 June 30, 2024 December 31, 2023 one No 10% three six June 30, 2024 2023 six June 30, 2023. As of June 30, 2024 no 10% December 31, 2023 No 10% December 31, 2023 |
Other Current Liabilities [Policy Text Block] | Accounts Payable, Accrued and Other Current Liabilities As of June 30, 2024 December 31, 2023 A summary of other current liabilities is as follows (in thousands): June 30, 2024 December 31, 2023 Payroll and payroll related expense $ 3,098 $ 2,824 Right of offset to restricted cash 328 328 STS Contingent Consideration 1,900 1,800 Other 513 658 Total $ 5,839 $ 5,610 |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements Effective in Future Periods In November 2023, 2023 07 280 280 January 1, 2025, In December 2023, 2023 09 740 January 1, 2025 The Company does not not Additional significant accounting policies of the Company are also described in Note 1 10 December 31, 2023 |
Note 1 - General, Basis of Pr_2
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | March 31, 2024 Changes in Condensed Consolidated Balance Sheet As reported Adjusted As corrected Long-term assets Goodwill $ 24,161 $ (452 ) $ 23,709 Total assets 107,150 (452 ) 106,698 Current liabilities Liability for ATD Holdback Shares - 1,634 1,634 Total liabilities 52,191 1,634 53,825 Stockholders' equity Additional paid-in capital 272,950 (2,086 ) 270,864 Total stockholders’ equity $ 54,959 $ (2,086 ) $ 52,873 Changes in Condensed Consolidated Statement of Shareholders' Equity Shares of common stock outstanding 85,324,918 (664,329 ) 84,660,589 Three Months Ended March 31, 2024 Changes in Condensed Consolidated Statements of Operations As reported Adjusted As corrected Loss per common share $ (0.23 ) $ (0.01 ) $ (0.24 ) Weighted average shares outstanding basic and diluted 79,558,346 (664,329 ) 78,894,017 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | STS Contingent Consideration Balance as of January 1, 2024 $ 1,800 Loss (gain) due to change in fair value 100 Balance as of June 30, 2024 $ 1,900 ATD Holdback Shares Acquisition of ATD January 2, 2024 $ 1,635 Loss (gain) due to change in fair value (745 ) Balance as of June 30, 2024 $ 890 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | January 2, 2024 June 30, 2024 Closing stock price $ 3.14 $ 1.55 Discount for marketability $ (0.68 ) $ (0.21 ) |
Disaggregation of Revenue [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Recurring revenue $ 6,284 $ 5,772 $ 11,246 $ 9,976 Product and service revenue 6,143 2,791 10,959 4,772 Total revenue $ 12,427 $ 8,563 $ 22,205 $ 14,748 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Urban Mobility $ 8,139 $ 3,574 $ 13,754 $ 6,329 Transportation Management 723 881 1,387 1,611 Public Safety 3,565 4,108 7,064 6,808 Total revenue $ 12,427 $ 8,563 $ 22,205 $ 14,748 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | 2024, remaining $ 2,837 2025 1,268 2026 490 2027 201 2028 118 Thereafter 28 Total $ 4,942 |
Other Current Liabilities [Table Text Block] | June 30, 2024 December 31, 2023 Payroll and payroll related expense $ 3,098 $ 2,824 Right of offset to restricted cash 328 328 STS Contingent Consideration 1,900 1,800 Other 513 658 Total $ 5,839 $ 5,610 |
Note 2 - Acquisition (Tables)
Note 2 - Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (Dollars in thousands, except per share data) (Dollars in thousands except for per share data) Total revenue $ 12,427 $ 11,234 $ 22,205 $ 19,180 Net loss $ (9,795 ) $ (10,454 ) $ (28,409 ) $ (24,191 ) Basic and diluted $ (0.12 ) $ (0.16 ) $ (0.35 ) $ (0.40 ) Basic and diluted number of shares 84,932,611 64,648,414 81,929,347 61,185,669 |
ATD [Member] | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Consideration Cash paid $ 10,048 Liability classified holdback shares ( 664,329 1,635 Common stock issued ( 2,832,135 3.14 8,893 Total Consideration $ 20,576 Recognized amounts of identifiable assets acquired and liabilities assumed Estimated Fair Value Assets Cash and cash equivalents $ 826 Accounts receivable 3,183 Property and equipment 1,565 Right-of-use operating lease assets 269 Other current assets 154 Intangible assets 12,100 Total assets acquired $ 18,097 Liabilities Accounts payable and accrued expenses $ 715 Lease liability operating 269 Other current liabilities 257 Total liabilities assumed $ 1,241 Fair value of identifiable net assets acquired 16,856 Purchase price consideration 20,576 Goodwill $ 3,720 |
Note 3 - Supplemental Non Cas_2
Note 3 - Supplemental Non Cash Disclosures of Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Six Months Ended June 30, 2024 2023 Cash paid for interest $ 1,408 $ 709 Cash paid for taxes 50 5 Decrease in accounts payable and accrued expenses related to purchases of property and equipment - (658 ) Increase (decrease) in accounts payable and accrued expenses related to purchases of inventory 559 (374 ) Decrease in deposits related to property and equipment received 243 295 Decrease in property and equipment that was uninstalled and moved to inventory 312 - 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 Fair market value of shares issued in connection with the acquisition of ATD 8,893 - Fair market value of ATD Holdback Shares 1,635 - 2023 Promissory Note redemption premium settled in shares of the Company’s common stock 1,875 - New Leases under ASC-842: Right-of-use assets obtained in exchange for new operating lease liabilities 129 - Right-of-use assets obtained in exchange for new finance lease liabilities 485 939 |
Note 4 - Intangible Assets an_2
Note 4 - Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | June 30, 2024 December 31, 2023 Customer relationships $ 15,761 $ 3,861 Marketing related 1,227 1,027 Technology based 24,107 24,107 Internally capitalized software 1,236 1,236 Total 42,331 30,231 Less: accumulated amortization (15,335 ) (12,992 ) Identifiable intangible assets, net $ 26,996 $ 17,239 |
Finite-Lived Intangible Assets Amortization Expense [Table Text Block] | 2024, remaining $ 2,333 2025 4,665 2026 3,853 2027 3,578 2028 2,602 Thereafter 9,965 Total $ 26,996 |
Note 5 - Debt (Tables)
Note 5 - Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Interest Expense on Debt [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense $ 559 $ 403 $ 1,357 $ 731 Amortization of debt issuance costs 56 516 455 960 Total interest expense 615 919 1,812 1,691 Less: interest income 71 11 214 23 Total interest expense, net $ 544 $ 908 $ 1,598 $ 1,668 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | 2024, remaining $ 1,037 2025 1,078 2026 15,083 2027 86 2028 27 Thereafter - Total 17,311 Less unamortized debt discount (558 ) Total notes payable $ 16,753 |
Note 8 - Stockholders' Equity (
Note 8 - Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | 2023 Promissory Notes (1) 2023 Registered Direct Offering (2) 2023 Private Warrants (3) Total Active warrants as of January 1, 2024 6,250,000 481,100 2,850,000 9,581,100 Exercised warrants (1,400,000 ) - - (1,400,000 ) Cancelled warrants (1,575,000 ) - - (1,575,000 ) Outstanding warrants as of June 30, 2024 3,275,000 481,100 2,850,000 6,606,100 Weighted average strike price of outstanding warrants as of June 30, 2024 $ 1.58 $ 1.82 $ 3.25 $ 2.32 Intrinsic value of outstanding warrants as of June 30, 2024 $ - $ - $ - $ - Shares of common stock issued for warrant exercises during the six months ended June 30, 2024 1,400,000 - - 1,400,000 |
Note 9 - Equity Incentive Plan
Note 9 - Equity Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Number of Shares Subject to Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding balance as of January 1, 2024 688,841 $ 1.20 3.70 $ 1,478,000 Exercised (3,500 ) 0.80 Expired (3,880 ) 3.81 Outstanding balance as of June 30, 2024 681,461 $ 1.19 3.19 $ 298,000 Exercisable as of June 30, 2024 681,461 $ 1.19 3.19 $ 298,000 |
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 as of January 1, 2024 1,747,458 $ 3.79 1.39 Granted 646,699 2.65 1.92 Vested (612,390 ) 3.55 0.85 Forfeited (105,762 ) 2.88 1.77 Outstanding balance as of June 30, 2024 1,676,005 $ 3.50 1.40 |
Note 10 - Loss Per Share (Table
Note 10 - Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (Dollars in thousands, except per share data) (Dollars in thousands, except per share data) Basic and diluted loss per share Net loss attributable to shareholders $ (9,795 ) $ (11,113 ) $ (28,409 ) $ (23,795 ) Weighted average common shares outstanding - basic and diluted 84,932,611 61,816,279 81,929,347 58,353,534 Basic and diluted loss per share $ (0.12 ) $ (0.18 ) $ (0.35 ) $ (0.41 ) Common stock equivalents excluded due to the anti-dilutive effect 9,627,895 16,200,612 9,627,895 16,200,612 |
Note 1 - General, Basis of Pr_3
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies 1 (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jun. 17, 2022 | |
Working Capital (Deficit) | $ 3,375,000 | |||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | (28,409,000) | |||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | (12,296,000) | $ 316,000 | ||
Revenue, Remaining Performance Obligation, Amount | 21,023,000 | |||
Unbilled Receivables, Current | 1,530,000 | $ 946,000 | ||
Contract with Customer, Liability, Revenue Recognized | 2,565,000 | |||
Restricted Cash and Cash Equivalents | 328,000 | $ 346,000 | 328,000 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | 3,417,000 | 15,713,000 | ||
Related Party [Member] | ||||
Accounts Payable and Accrued Liabilities | $ 189,000 | $ 253,000 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer A [Member] | ||||
Concentration Risk, Percentage | 12% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer A [Member] | ||||
Concentration Risk, Percentage | 22% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer B [Member] | ||||
Concentration Risk, Percentage | 13% | |||
ATD [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% |
Note 1 - General, Basis of Pr_4
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies 2 (Details Textual) | Jun. 30, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Amount | $ 21,023,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Revenue, Remaining Performance Obligation, Amount | $ 15,578,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | Maximum [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 5 years |
Note 1 - General, Basis of Pr_5
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies - Prior Period Adjustments, Balance Sheet (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jan. 02, 2024 | Dec. 31, 2023 | |
Goodwill | $ 24,313,000 | $ 23,709,000 | $ 24,313,000 | $ 3,720,000 | $ 20,593,000 | ||
Total assets | 97,878,000 | 106,698,000 | 97,878,000 | 92,151,000 | |||
Liability for ATD Holdback Shares | 890,000 | 1,634,000 | 890,000 | 0 | |||
Total liabilities | 51,722,000 | 53,825,000 | 51,722,000 | 58,781,000 | |||
Additional paid-in capital | 273,941,000 | 270,864,000 | 273,941,000 | 232,568,000 | |||
Total stockholders’ equity | $ (227,092,000) | $ 52,873,000 | $ (227,092,000) | $ (198,683,000) | |||
Shares of common stock outstanding (in shares) | 86,216,706 | 84,660,589 | 86,216,706 | 69,176,826 | |||
Loss per common share (in dollars per share) | $ (0.12) | $ (0.24) | $ (0.18) | $ (0.35) | $ (0.41) | ||
Weighted average shares outstanding basic and diluted (in shares) | 84,932,611 | 78,894,017 | 61,816,279 | 81,929,347 | 58,353,534 | ||
Previously Reported [Member] | |||||||
Goodwill | $ 24,161,000 | ||||||
Total assets | 107,150,000 | ||||||
Liability for ATD Holdback Shares | 0 | ||||||
Total liabilities | 52,191,000 | ||||||
Additional paid-in capital | 272,950,000 | ||||||
Total stockholders’ equity | $ 54,959,000 | ||||||
Shares of common stock outstanding (in shares) | 85,324,918 | ||||||
Loss per common share (in dollars per share) | $ (0.23) | ||||||
Weighted average shares outstanding basic and diluted (in shares) | 79,558,346 | ||||||
Revision of Prior Period, Adjustment [Member] | |||||||
Goodwill | $ (452,000) | ||||||
Total assets | (452,000) | ||||||
Liability for ATD Holdback Shares | 1,634,000 | ||||||
Total liabilities | 1,634,000 | ||||||
Additional paid-in capital | (2,086,000) | ||||||
Total stockholders’ equity | $ (2,086,000) | ||||||
Shares of common stock outstanding (in shares) | (664,329) | ||||||
Loss per common share (in dollars per share) | $ (0.01) | ||||||
Weighted average shares outstanding basic and diluted (in shares) | (664,329) |
Note 1 - General, Basis of Pr_6
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies - Contingent Consideration and ATD Holdback (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | |
STS [Member] | ||
Balance | $ 1,800 | |
Loss (gain) due to change in fair value | 100 | |
Balance | $ 1,900 | 1,900 |
ATD [Member] | ||
Balance | 1,635 | |
Loss (gain) due to change in fair value | (745) | |
Balance | $ 890 | $ 890 |
Note 1 - General, Basis of Pr_7
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies - ATD Holdback Shares (Details) | Jun. 30, 2024 | Jan. 02, 2024 |
Measurement Input, Share Price [Member] | ||
Closing stock price | 1.55 | 3.14 |
Measurement Input, Discount for Lack of Marketability [Member] | ||
Closing stock price | (0.21) | (0.68) |
Note 1 - General, Basis of Pr_8
Note 1 - General, Basis of Presentation and Summary of Significant Accounting Policies - Summary of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue | $ 12,427 | $ 8,563 | $ 22,205 | $ 14,748 |
Recurring Revenue [Member] | ||||
Revenue | 6,284 | 5,772 | 11,246 | 9,976 |
Urban Mobility [Member] | ||||
Revenue | 8,139 | 3,574 | 13,754 | 6,329 |
Product and Service, Other [Member] | ||||
Revenue | 6,143 | 2,791 | 10,959 | 4,772 |
Traffic Management [Member] | ||||
Revenue | 723 | 881 | 1,387 | 1,611 |
Public Safety [Member] | ||||
Revenue | $ 3,565 | $ 4,108 | $ 7,064 | $ 6,808 |
Note 1 - General, Basis of Pr_9
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies - Services Due for Contract Liabilities (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
2024, remaining | $ 2,837 |
2025 | 1,268 |
2026 | 490 |
2027 | 201 |
2028 | 118 |
Thereafter | 28 |
Total | $ 4,942 |
Note 1 - General, Basis of P_10
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies - Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payroll and payroll related expense | $ 3,098 | $ 2,824 |
Right of offset to restricted cash | 328 | 328 |
Other | 513 | 658 |
Total | 5,839 | 5,610 |
STS [Member] | ||
STS Contingent Consideration | $ 1,900 | $ 1,800 |
Note 2 - Acquisition (Details T
Note 2 - Acquisition (Details Textual) - ATD [Member] - USD ($) | 3 Months Ended | |||
Jan. 02, 2025 | Jan. 03, 2024 | Jan. 02, 2024 | Jun. 30, 2024 | |
Business Combination, Consideration Transferred | $ 20,576,000 | $ 20,576,000 | ||
Payments to Acquire Businesses, Gross | $ 10,048,000 | $ 10,048,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 2,832,135 | 3,496,464 | 2,832,135 | |
Business Acquisition, Share Price (in dollars per share) | $ 2.86 | |||
Business Combination, Acquisition Related Costs | $ 548,000 | |||
Forecast [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 664,329 |
Note 2 - Acquisition - Purchase
Note 2 - Acquisition - Purchase Price Allocation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 02, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Liability classified holdback shares (664,329 shares measured at fair value as of the Closing Date) | $ 1,635,000 | $ 0 | ||||
Common stock issued (2,832,135 shares at closing price of $3.14 per share) | 8,893,000 | $ 0 | ||||
Goodwill | $ 3,720,000 | $ 24,313,000 | 24,313,000 | $ 23,709,000 | $ 20,593,000 | |
ATD [Member] | ||||||
Payments to Acquire Businesses, Gross | 10,048,000 | 10,048,000 | ||||
Liability classified holdback shares (664,329 shares measured at fair value as of the Closing Date) | 1,635,000 | |||||
Common stock issued (2,832,135 shares at closing price of $3.14 per share) | 8,893,000 | |||||
Business Combination, Consideration Transferred | $ 20,576,000 | 20,576,000 | ||||
Cash and cash equivalents | 826,000 | 826,000 | ||||
Accounts receivable | 3,183,000 | 3,183,000 | ||||
Property and equipment | 1,565,000 | 1,565,000 | ||||
Right-of-use operating lease assets | 269,000 | 269,000 | ||||
Other current assets | 154,000 | 154,000 | ||||
Intangible assets | 12,100,000 | 12,100,000 | ||||
Total assets acquired | 18,097,000 | 18,097,000 | ||||
Accounts payable and accrued expenses | 715,000 | 715,000 | ||||
Lease liability operating | 269,000 | 269,000 | ||||
Other current liabilities | 257,000 | 257,000 | ||||
Total liabilities assumed | 1,241,000 | 1,241,000 | ||||
Fair value of identifiable net assets acquired | 16,856,000 | 16,856,000 | ||||
Purchase price consideration | 20,576,000 | |||||
Goodwill | $ 3,720,000 | $ 3,720,000 |
Note 2 - Acquisition - Purcha_2
Note 2 - Acquisition - Purchase Price Allocation (Details) (Parentheticals) - ATD [Member] - $ / shares | 3 Months Ended | |||
Jan. 02, 2025 | Jan. 03, 2024 | Jan. 02, 2024 | Jun. 30, 2024 | |
Holdback shares (in shares) | 2,832,135 | 3,496,464 | 2,832,135 | |
Business acquisition, share closing price (in dollars per share) | $ 3.14 | |||
Forecast [Member] | ||||
Holdback shares (in shares) | 664,329 |
Note 2 - Acquisition - Pro Form
Note 2 - Acquisition - Pro Forma Information (Details) - ATD [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Total revenue | $ 12,427 | $ 11,234 | $ 22,205 | $ 19,180 |
Net loss | $ (9,795) | $ (10,454) | $ (28,409) | $ (24,191) |
Basic and diluted (in dollars per share) | $ (0.12) | $ (0.16) | $ (0.35) | $ (0.4) |
Basic and diluted number of shares (in shares) | 84,932,611 | 64,648,414 | 81,929,347 | 61,185,669 |
Note 3 - Supplemental Non Cas_3
Note 3 - Supplemental Non Cash Disclosures of Cash Flow Information - Supplemental Disclosures of Cash Flow Information (Details) - USD ($) | 6 Months Ended | ||
Mar. 04, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash paid for interest | $ 1,408,000 | $ 709,000 | |
Cash paid for taxes | 50,000 | 5,000 | |
Decrease in accounts payable and accrued expenses related to purchases of property and equipment | 0 | (658,000) | |
Increase (decrease) in accounts payable and accrued expenses related to purchases of inventory | 559,000 | (374,000) | |
Decrease in deposits related to property and equipment received | 243,000 | 295,000 | |
Decrease in property and equipment that was uninstalled and moved to inventory | 312,000 | 0 | |
Fair market value of shares issued in connection with the acquisition of ATD | 8,893,000 | 0 | |
Liability classified holdback shares (664,329 shares measured at fair value as of the Closing Date) | 1,635,000 | 0 | |
Retirement of the 2023 Promissory Notes | 1,875,000 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 129,000 | 0 | |
Right-of-use assets obtained in exchange for new finance lease liabilities | 485,000 | 939,000 | |
Warrants Issued With 2023 Promissory Notes [Member] | |||
Warrants issued | 0 | 1,640,000 | |
Related Party [Member] | Warrants Issued With 2023 Promissory Notes [Member] | |||
Warrants issued | 0 | 3,485,000 | |
The 2022 Promissory Notes Exchanged for 2023 Promissory Notes [Member] | Related Party [Member] | |||
2022 Promissory Notes exchanged for 2023 Promissory Notes - related party | 0 | 1,000,000 | |
The 2023 Promissory Notes Converted into Common Stock [Member] | |||
Retirement of the 2023 Promissory Notes | $ 1,875,000 | $ 1,875,000 | $ 0 |
Note 4 - Intangible Assets an_3
Note 4 - Intangible Assets and Goodwill (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | Jan. 02, 2024 | Dec. 31, 2023 | |
Goodwill | $ 24,313,000 | $ 24,313,000 | $ 23,709,000 | $ 3,720,000 | $ 20,593,000 | ||
Finite-Lived Intangible Assets, Net | 26,996,000 | 26,996,000 | $ 17,239,000 | ||||
Amortization of Intangible Assets | 1,171,000 | $ 1,032,000 | 2,343,000 | $ 2,073,000 | |||
ATD [Member] | |||||||
Goodwill | $ 3,720,000 | $ 3,720,000 | |||||
Customer Relationships [Member] | ATD [Member] | |||||||
Finite-Lived Intangible Assets, Net | $ 11,900,000 | ||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | ||||||
Marketing-Related Intangible Assets [Member] | ATD [Member] | |||||||
Finite-Lived Intangible Assets, Net | $ 200,000 | ||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 5 years |
Note 4 - Intangible Assets an_4
Note 4 - Intangible Assets and Goodwill - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Intangible assets, gross | $ 30,231 | |
Less: accumulated amortization | (12,992) | |
Total | $ 26,996 | 17,239 |
Customer Relationships [Member] | ||
Intangible assets, gross | 3,861 | |
Marketing-Related Intangible Assets [Member] | ||
Intangible assets, gross | 1,027 | |
Technology-Based Intangible Assets [Member] | ||
Intangible assets, gross | 24,107 | |
Computer Software, Intangible Asset [Member] | ||
Intangible assets, gross | $ 1,236 | |
Minimum [Member] | ||
Intangible assets, gross | 42,331 | |
Less: accumulated amortization | (15,335) | |
Total | 26,996 | |
Minimum [Member] | Customer Relationships [Member] | ||
Intangible assets, gross | 15,761 | |
Minimum [Member] | Marketing-Related Intangible Assets [Member] | ||
Intangible assets, gross | 1,227 | |
Minimum [Member] | Technology-Based Intangible Assets [Member] | ||
Intangible assets, gross | 24,107 | |
Minimum [Member] | Computer Software, Intangible Asset [Member] | ||
Intangible assets, gross | $ 1,236 |
Note 4 - Intangible Assets an_5
Note 4 - Intangible Assets and Goodwill - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
2024, remaining | $ 2,333 | |
2025 | 4,665 | |
2026 | 3,853 | |
2027 | 3,578 | |
2028 | 2,602 | |
Thereafter | 9,965 | |
Total | $ 26,996 | $ 17,239 |
Note 5 - Debt (Details Textual)
Note 5 - Debt (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 36 Months Ended | |||||||||
Mar. 04, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 15, 2026 | Jun. 20, 2024 | Jun. 19, 2024 | Dec. 31, 2023 | Dec. 15, 2023 | Jan. 18, 2023 | Jun. 17, 2022 | |
Notes Payable, Current | $ 2,000,000 | $ 2,000,000 | $ 1,000,000 | |||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Debt Conversion, Original Debt, Amount | $ 1,875,000 | |||||||||||
Gain (Loss) on Extinguishment of Debt | $ 0 | $ 0 | (4,693,000) | $ 527,000 | ||||||||
The 2023 Promissory Notes Converted into Common Stock [Member] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,875,000 | 1,875,000 | $ 0 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 750,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 2.5 | |||||||||||
The 2023 Warrants [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.4 | $ 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 | |||||||||||
STS Acquisition Notes [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3% | |||||||||||
Long-Term Debt, Current Maturities | 1,000,000 | 1,000,000 | ||||||||||
Notes Payable, Current | 2,000,000 | 2,000,000 | ||||||||||
STS Acquisition Notes 1 [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||||||
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% | |||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | |||||||||||
Debt Instrument, Redemption Price, Percentage | 115% | |||||||||||
Proceeds from Issuance of Private Placement | $ 12,500,000 | |||||||||||
Extinguishment of Debt, Amount | 14,375,000 | |||||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 263,000 | |||||||||||
Gain (Loss) on Extinguishment of Debt | (4,693,000) | |||||||||||
Unamortized Debt Issuance Expense | $ 2,818,000 | |||||||||||
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 | 500,000 | ||||||||||
Interest Expense, Long-Term Debt | $ 497,000 | $ 993,000 | ||||||||||
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 5 - Debt - Interest Expens
Note 5 - Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Contractual interest expense | $ 559 | $ 403 | $ 1,357 | $ 731 |
Amortization of debt discount | 56 | 516 | 455 | 960 |
Total interest expense | 615 | 919 | 1,812 | 1,691 |
Less: interest income | 71 | 11 | 214 | 23 |
Total interest expense, net | $ 544 | $ 908 | $ 1,598 | $ 1,668 |
Note 5 - Debt - Schedule of Pri
Note 5 - Debt - Schedule of Principal Amounts Due of Debt (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
2024, remaining | $ 1,037 |
2025 | 1,078 |
2026 | 15,083 |
2027 | 86 |
2028 | 27 |
Thereafter | 0 |
Total | 17,311 |
Less unamortized debt discount | (558) |
Total notes payable | $ 16,753 |
Note 6 - Income Taxes (Details
Note 6 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 | $ 0 | |||
Income Tax Expense (Benefit) | $ 0 | $ 0 | $ 0 | $ 0 |
Note 7 - Commitments and Cont_2
Note 7 - Commitments and Contingencies (Details Textual) - USD ($) | Feb. 29, 2024 | Oct. 23, 2023 |
HC Wainwright Warrants [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2 | |
Litigation Case, HC Wainwright [Member] | ||
Loss Contingency, Damages Sought, Value | $ 2,156,000 | $ 825,000 |
Loss Contingency, Damages Sought, Warrants, Number of Securities Called (in shares) | 805,000 | 481,100 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.125 |
Note 8 - Stockholders' Equity_2
Note 8 - Stockholders' Equity (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||||||
Jan. 02, 2025 shares | Mar. 04, 2024 USD ($) $ / shares shares | Jan. 09, 2024 $ / shares shares | Jan. 03, 2024 shares | Jan. 02, 2024 shares | Mar. 27, 2023 USD ($) | Mar. 23, 2023 USD ($) $ / shares shares | Jul. 31, 2024 USD ($) shares | Jun. 30, 2024 USD ($) $ / shares shares | Feb. 13, 2024 USD ($) shares | Aug. 14, 2023 shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 29, 2024 USD ($) | Jun. 20, 2024 $ / shares | Jun. 19, 2024 $ / shares | Apr. 22, 2024 shares | Apr. 21, 2024 shares | Dec. 31, 2023 $ / shares shares | Jul. 25, 2023 USD ($) $ / shares shares | Jan. 18, 2023 USD ($) $ / shares shares | |
Common Stock, Shares Authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 100,000,000 | 300,000,000 | |||||||||||||||||
Preferred Stock, Shares Authorized (in shares) | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 0 | $ 9,159,000 | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 1,875,000 | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ | $ 0 | $ 0 | $ (4,693,000) | 527,000 | |||||||||||||||||||
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 | ||||||||||||||||||||||
Proceeds from Warrant Exercises | $ | $ 0 | $ 1,000 | |||||||||||||||||||||
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] | 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, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1.6 | ||||||||||||||||||||||
Class of Warrant or Right, Exercised in Period (in shares) | 6,872,853 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||||||||||||
Warrants and Rights Outstanding | $ | $ 6,757,000 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||||||||||||
Warrants and Rights Outstanding | $ | $ 5,125,000 | ||||||||||||||||||||||
Increase (Decrease) in Number of Warrants Held (in shares) | (1,575,000) | ||||||||||||||||||||||
The 2023 Warrants [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 | $ 1.4 | $ 2 | $ 2 | ||||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 2,275,000 | 1,400,000 | |||||||||||||||||||||
Warrants and Rights Outstanding | $ | $ 3,675,000 | $ 3,675,000 | $ 3,675,000 | $ 5,250,000 | |||||||||||||||||||
Proceeds from Warrant Exercises | $ | $ 3,185,000 | $ 1,960,000 | |||||||||||||||||||||
The 2023 Promissory Notes [Member] | |||||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 115% | ||||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ | $ 12,500,000 | ||||||||||||||||||||||
Extinguishment of Debt, Amount | $ | 14,375,000 | ||||||||||||||||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ | $ 263,000 | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ | $ (4,693,000) | ||||||||||||||||||||||
Unamortized Debt Issuance Expense | $ | 2,818,000 | ||||||||||||||||||||||
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) | $ / shares | $ 2.5 | ||||||||||||||||||||||
The 2024 Public Offering [Member] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 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 | $ | $ 2,388,000 | ||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 26,362,000 | ||||||||||||||||||||||
The 2024 Public Offering [Member] | Common Stock [Member] | |||||||||||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 2.5 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
ATD [Member] | |||||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 2,832,135 | 3,496,464 | 2,832,135 | ||||||||||||||||||||
ATD [Member] | Forecast [Member] | |||||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 664,329 |
Note 8 - Stockholders' Equity -
Note 8 - Stockholders' Equity - Summary of Warrant Activity (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | ||
Series A Preferred Stock Warrants [Member] | ||
Active warrants as of January 1, 2024 (in shares) | [1] | 6,250,000 |
Exercised warrants (in shares) | [1] | (1,400,000) |
Cancelled warrants (in shares) | (1,575,000) | |
Outstanding warrants as of June 30, 2024 (in shares) | [1] | 3,275,000 |
Weighted average strike price of outstanding warrants as of June 30, 2024 (in dollars per share) | [1] | $ 1.58 |
Intrinsic value of outstanding warrants as of June 30, 2024 | [1] | $ 0 |
Shares of common stock issued for warrant exercises during the six months ended June 30, 2024 (in shares) | 1,400,000 | |
Firestorm Warrants [Member] | ||
Active warrants as of January 1, 2024 (in shares) | [2] | 481,100 |
Exercised warrants (in shares) | [2] | 0 |
Cancelled warrants (in shares) | 0 | |
Outstanding warrants as of June 30, 2024 (in shares) | [2] | 481,100 |
Weighted average strike price of outstanding warrants as of June 30, 2024 (in dollars per share) | [2] | $ 1.82 |
Intrinsic value of outstanding warrants as of June 30, 2024 | [2] | $ 0 |
Shares of common stock issued for warrant exercises during the six months ended June 30, 2024 (in shares) | 0 | |
Secure Education Warrants [Member] | ||
Active warrants as of January 1, 2024 (in shares) | [3] | 2,850,000 |
Exercised warrants (in shares) | [3] | 0 |
Cancelled warrants (in shares) | 0 | |
Outstanding warrants as of June 30, 2024 (in shares) | [3] | 2,850,000 |
Weighted average strike price of outstanding warrants as of June 30, 2024 (in dollars per share) | [3] | $ 3.25 |
Intrinsic value of outstanding warrants as of June 30, 2024 | [3] | $ 0 |
Shares of common stock issued for warrant exercises during the six months ended June 30, 2024 (in shares) | 0 | |
The2018 Public Offering Warrants [Member] | ||
Active warrants as of January 1, 2024 (in shares) | 9,581,100 | |
Exercised warrants (in shares) | (1,400,000) | |
Cancelled warrants (in shares) | (1,575,000) | |
Outstanding warrants as of June 30, 2024 (in shares) | 6,606,100 | |
Weighted average strike price of outstanding warrants as of June 30, 2024 (in dollars per share) | $ 2.32 | |
Intrinsic value of outstanding warrants as of June 30, 2024 | $ 0 | |
Shares of common stock issued for warrant exercises during the six months ended June 30, 2024 (in shares) | 1,400,000 | |
[1]On January 18, 2023, in connection with the 2023 Promissory Notes, the Company issued warrants to the investors 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. As part of the Warrant Exercise Agreements, explained in detail above, the Exercising Holders reduced the number of warrants help by 1,575,000.[2]On March 23, 2023, in connection with the 2023 Registered Direct Offering the Company issued warrants to the placement agent to purchase up to 481,100 shares of common stock. 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.[3]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 $3.25 per share. These warrants were exercisable commencing July 25, 2023 and expire on January 25, 2029. |
Note 9 - Equity Incentive Pla_2
Note 9 - Equity Incentive Plan (Details Textual) - The 2017 Equity Award Plan [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Apr. 29, 2024 | Oct. 31, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Aug. 31, 2021 | |
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) | 7,912,216 | 4,368,733 | |||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 0 | $ 0 | |||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-Based Payment Arrangement, Expense | 1,115,000 | $ 1,044,000 | 2,282,000 | $ 2,156,000 | |||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 3,209,000 | $ 3,209,000 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 4 months 24 days |
Note 9 - Equity Incentive Pla_3
Note 9 - Equity Incentive Plan - Summary of Stock Option Activity (Details) - The 2017 Equity Award Plan [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Jan. 01, 2024 | |
Outstanding balance, number of shares subject to option (in shares) | 688,841 | ||
Outstanding, weighted average exercise price (in dollars per share) | $ 1.2 | ||
Outstanding, weighted average remaining contractual term (Year) | 3 years 2 months 8 days | 3 years 8 months 12 days | |
Outstanding, aggregate intrinsic value | $ 298,000 | $ 1,478,000 | |
Exercised, number of shares subject to option (in shares) | (3,500) | ||
Exercised, weighted average exercise price (in dollars per share) | $ 0.8 | ||
Expired, number of shares subject to option (in shares) | (3,880) | ||
Expired, weighted average exercise price (in dollars per share) | $ 3.81 | ||
Outstanding balance, number of shares subject to option (in shares) | 681,461 | 688,841 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 1.19 | $ 1.2 | |
Exercisable, number of shares subject to option (in shares) | 681,461 | ||
Exercisable, weighted average exercise price (in dollars per share) | $ 1.19 | ||
Exercisable, weighted average remaining contractual term (Year) | 3 years 2 months 8 days | ||
Exercisable, aggregate intrinsic value | $ 298,000 |
Note 9 - Equity Incentive Pla_4
Note 9 - Equity Incentive Plan - Summary of RSU activity (Details) - The 2017 Equity Award Plan [Member] - Restricted Stock Units (RSUs) [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Outstanding balance, number of shares (in shares) | 1,747,458 | |
Outstanding balance, weighted average unit price (in dollars per share) | $ 3.79 | |
Outstanding, weighted average remaining contractual term (Year) | 1 year 4 months 24 days | 1 year 4 months 20 days |
Granted, number of shares (in shares) | 646,699 | |
Granted, weighted average unit price (in dollars per share) | $ 2.65 | |
Granted, weighted average remaining contractual term (Year) | 1 year 11 months 1 day | |
Vested, number of shares (in shares) | (612,390) | |
Vested, weighted average unit price (in dollars per share) | $ 3.55 | |
Vested (Year) | 10 months 6 days | |
Forfeited, number of shares (in shares) | (105,762) | |
Forfeited, weighted average unit price (in dollars per share) | $ 2.88 | |
Forfeited (Year) | 1 year 9 months 7 days | |
Outstanding balance, number of shares (in shares) | 1,676,005 | 1,747,458 |
Outstanding balance, weighted average unit price (in dollars per share) | $ 3.5 | $ 3.79 |
Note 10 - Loss Per Share (Detai
Note 10 - Loss Per Share (Details Textual) - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 9,627,895 | 16,200,612 | 9,627,895 | 16,200,612 | 16,200,612 |
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 6,606,100 | 13,649,454 | |||
Share-Based Payment Arrangement, Option [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 681,461 | 793,674 | |||
ATD Holdback Shares [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 664,329 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 1,676,005 | 1,757,484 |
Note 10 - Loss Per Share - Loss
Note 10 - Loss Per Share - Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2023 | |
Net loss attributable to shareholders | $ (9,795) | $ (11,113) | $ (28,409) | $ (23,795) | ||
Basic and diluted (in shares) | 84,932,611 | 78,894,017 | 61,816,279 | 81,929,347 | 58,353,534 | |
Loss per common share (in dollars per share) | $ (0.12) | $ (0.24) | $ (0.18) | $ (0.35) | $ (0.41) | |
Common stock equivalents excluded due to the anti-dilutive effect (in shares) | 9,627,895 | 16,200,612 | 9,627,895 | 16,200,612 | 16,200,612 |
Note 11 - Subsequent Events (De
Note 11 - Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||
Aug. 01, 2024 | Jul. 01, 2024 | Jul. 31, 2024 | |
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 2,275,000 | ||
Proceeds from Warrant Exercises | $ 3,185,000 | ||
Global Public Safety [Member] | |||
Equity Method Investment, Ownership Percentage | 19.90% | ||
Equity Method Investment, Amount Sold | $ 1,500,000 | ||
Proceeds from Sale of Equity Method Investments | $ 750,000 | $ 750,000 |