Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001697851 | |
Entity Registrant Name | Rekor Systems, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38338 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-5266334 | |
Entity Address, Address Line One | 6721 Columbia Gateway Drive, Suite 400 | |
Entity Address, City or Town | Columbia | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21046 | |
City Area Code | 410 | |
Local Phone Number | 762-0800 | |
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, $0.0001 par value per share | |
Trading Symbol | REKR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 46,486,596 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 14,606 | $ 25,796 |
Restricted cash and cash equivalents | 987 | 804 |
Accounts receivable, net | 1,455 | 1,173 |
Inventory | 1,228 | 1,194 |
Note receivable, current portion | 368 | 340 |
Other current assets, net | 1,966 | 1,374 |
Current assets of discontinued operations | 1 | 1 |
Total current assets | 20,611 | 30,682 |
Long-term assets | ||
Property and equipment, net | 10,168 | 9,929 |
Right-of-use lease assets, net | 9,548 | 6,163 |
Goodwill | 53,451 | 53,451 |
Intangible assets, net | 20,405 | 21,406 |
Note receivable, long-term | 935 | 1,020 |
SAFE investment | 1,400 | 1,250 |
Deposits | 3,578 | 1,978 |
Total long-term assets | 99,485 | 95,197 |
Total assets | 120,096 | 125,879 |
Current liabilities | ||
Accounts payable and accrued expenses | 4,337 | 7,087 |
Notes payable, current portion | 1,000 | 998 |
Loan payable, current portion | 37 | 37 |
Lease liability, short-term | 676 | 229 |
Contract liabilities | 2,189 | 2,437 |
Other current liabilities | 3,074 | 2,904 |
Current liabilities of discontinued operations | 129 | 129 |
Total current liabilities | 11,442 | 13,821 |
Long-term Liabilities | ||
Loan payable, long-term | 28 | 37 |
Lease liability, long-term | 14,259 | 10,061 |
Contract liabilities, long-term | 878 | 835 |
Deferred tax liability, long-term | 38 | 38 |
Total long-term liabilities | 15,203 | 10,971 |
Total liabilities | 26,645 | 24,792 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, $0.0001 par value; authorized; 100,000,000 shares; issued: 44,949,939, shares as of March 31, 2022 and 44,007,257 as of December 31, 2021; outstanding: 44,908,417 shares as of March 31, 2022 and 43,987,896 as of December 31, 2021 | 4 | 4 |
Treasury stock, 41,522 and 19,361 shares as of March 31, 2022 and December 31, 2021, respectively | (417) | (319) |
Additional paid-in capital | 176,348 | 171,285 |
Accumulated deficit | (82,484) | (69,883) |
Total stockholders’ equity | 93,451 | 101,087 |
Total liabilities and stockholders’ equity | $ 120,096 | $ 125,879 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 44,949,939 | 44,007,257 |
Common stock, shares outstanding (in shares) | 44,908,417 | 43,987,896 |
Treasury stock, shates (in shares) | 41,522 | 19,361 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 3,608,000 | $ 4,216,000 |
Cost of revenue, excluding depreciation and amortization | 1,983,000 | 1,922,000 |
Operating expenses: | ||
General and administrative expenses | 7,388,000 | 4,829,000 |
Selling and marketing expenses | 1,352,000 | 937,000 |
Research and development expenses | 4,092,000 | 1,222,000 |
Depreciation and amortization | 1,399,000 | 614,000 |
Total operating expenses | 14,231,000 | 7,602,000 |
Loss from operations | (12,606,000) | (5,308,000) |
Other income (expense): | ||
Interest expense | (9,000) | (32,000) |
Other income | 14,000 | 16,000 |
Total other income (expense) | 5,000 | (16,000) |
Loss before income taxes and equity method investments | (12,601,000) | (5,324,000) |
Income tax provision | 0 | (3,000) |
Equity in loss of investee | 0 | (76,000) |
Net loss from continuing operations | (12,601,000) | (5,403,000) |
Net loss from discontinued operations | 0 | (3,000) |
Net loss | (12,601,000) | (5,406,000) |
Net loss from continuing operations | (12,601,000) | (5,403,000) |
Change in unrealized gain on short-term investments | 0 | 2,000 |
Total comprehensive loss from continuing operations | (12,601,000) | (5,401,000) |
Total comprehensive loss | $ (12,601,000) | $ (5,404,000) |
Loss per common share from continuing operations - basic and diluted (in dollars per share) | $ (0.29) | $ (0.15) |
Loss per common share discontinued operations - basic and diluted (in dollars per share) | 0 | 0 |
Loss per common share - basic and diluted (in dollars per share) | $ (0.29) | $ (0.15) |
Weighted average shares outstanding | ||
Basic and diluted (in shares) | 44,087,911 | 35,944,355 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Common Stock [Member]Conversion of Series A Preferred stock into Common Stock [Member] | Common Stock [Member]Conversion of Series B Preferred Stock To Common Stock [Member] | Common Stock [Member] | Treasury Stock [Member]Conversion of Series A Preferred stock into Common Stock [Member] | Treasury Stock [Member]Conversion of Series B Preferred Stock To Common Stock [Member] | Treasury Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member]Conversion of Series A Preferred stock into Common Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member]Conversion of Series B Preferred Stock To Common Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Additional Paid-in Capital [Member]Conversion of Series A Preferred stock into Common Stock [Member] | Additional Paid-in Capital [Member]Conversion of Series B Preferred Stock To Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member]Conversion of Series A Preferred stock into Common Stock [Member] | AOCI Attributable to Parent [Member]Conversion of Series B Preferred Stock To Common Stock [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member]Conversion of Series A Preferred stock into Common Stock [Member] | Retained Earnings [Member]Conversion of Series B Preferred Stock To Common Stock [Member] | Retained Earnings [Member] | Conversion of Series A Preferred stock into Common Stock [Member] | Conversion of Series B Preferred Stock To Common Stock [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 33,013,271 | 0 | 240,861 | ||||||||||||||||||
Balance at Dec. 31, 2020 | $ 3 | $ 0 | $ 0 | $ 68,238 | $ 0 | $ (43,050) | $ 25,191 | ||||||||||||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | 781 | 0 | 0 | 781 | ||||||||||||||
Issuance of common stock (in shares) | 6,126,939 | 0 | |||||||||||||||||||
Issuance of common stock | $ 1 | $ 0 | $ 0 | 70,124 | 0 | 0 | 70,125 | ||||||||||||||
Issuance upon exercise of stock options (in shares) | 65,402 | 0 | 0 | ||||||||||||||||||
Issuance upon exercise of stock options | $ 0 | $ 0 | $ 0 | 226 | 0 | 0 | 226 | ||||||||||||||
Issuance upon vesting of restricted stock units (in shares) | 134,991 | 0 | 0 | ||||||||||||||||||
Issuance upon vesting of restricted stock units | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | ||||||||||||||
Shares withheld upon vesting of restricted stock units (in shares) | 0 | (19,361) | 0 | ||||||||||||||||||
Shares withheld upon vesting of restricted stock units | $ 0 | $ (319) | $ 0 | 0 | 0 | 0 | (319) | ||||||||||||||
Net loss | $ 0 | $ 0 | $ 0 | 0 | 0 | (5,406) | (5,406) | ||||||||||||||
Exercise of cashless warrants in exchange for common stock (in shares) | 47,612 | 0 | 0 | ||||||||||||||||||
Exercise of cashless warrants in exchange for common stock | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | ||||||||||||||
Exercise of warrants in exchange for common stock (in shares) | 52,013 | 0 | 0 | ||||||||||||||||||
Exercise of warrants in exchange for common stock | $ 0 | $ 0 | $ 0 | 294 | 0 | 0 | 294 | ||||||||||||||
Exercise of warrants related to series A preferred stock (in shares) | 95,864 | 0 | 0 | ||||||||||||||||||
Exercise of warrants related to series A preferred stock | $ 0 | $ 0 | $ 0 | 99 | 0 | 0 | 99 | ||||||||||||||
Conversion of preferred stock (in shares) | 899,174 | 517,611 | 0 | 0 | 0 | (240,861) | |||||||||||||||
Conversion of preferred stock | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 7,775 | $ 179 | $ 0 | $ 0 | $ 0 | $ 0 | $ 7,775 | $ 179 | ||||||||
Preferred stock dividends | 0 | 0 | 0 | 0 | 0 | (51) | (51) | ||||||||||||||
Accretion of Series A preferred stock | 0 | 0 | 0 | (101) | 0 | 0 | (101) | ||||||||||||||
Change in unrealized gain on short-term investments | $ 0 | $ 0 | $ 0 | 0 | 2 | 0 | 2 | ||||||||||||||
Balance (in shares) at Mar. 31, 2021 | 40,952,877 | (19,361) | 0 | ||||||||||||||||||
Balance at Mar. 31, 2021 | $ 4 | $ (319) | $ 0 | 147,615 | 2 | (48,507) | 98,795 | ||||||||||||||
Balance (in shares) at Dec. 31, 2021 | 43,987,896 | (19,361) | 0 | ||||||||||||||||||
Balance at Dec. 31, 2021 | $ 4 | $ (319) | $ 0 | 171,285 | 0 | (69,883) | 101,087 | ||||||||||||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | 1,900 | 0 | 0 | 1,900 | ||||||||||||||
Issuance of common stock (in shares) | 728,452 | 0 | 0 | ||||||||||||||||||
Issuance of common stock | $ 0 | $ 0 | $ 0 | 3,134 | 0 | 0 | 3,134 | ||||||||||||||
Issuance upon exercise of stock options (in shares) | 12,971 | 0 | 0 | ||||||||||||||||||
Issuance upon exercise of stock options | $ 0 | $ 0 | $ 0 | 29 | 0 | 0 | 29 | ||||||||||||||
Issuance upon vesting of restricted stock units (in shares) | 179,098 | 0 | 0 | ||||||||||||||||||
Issuance upon vesting of restricted stock units | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | ||||||||||||||
Shares withheld upon vesting of restricted stock units (in shares) | 0 | (22,161) | 0 | ||||||||||||||||||
Shares withheld upon vesting of restricted stock units | $ 0 | $ (98) | $ 0 | 0 | 0 | 0 | (98) | ||||||||||||||
Net loss | $ 0 | $ 0 | $ 0 | 0 | 0 | (12,601) | (12,601) | ||||||||||||||
Balance (in shares) at Mar. 31, 2022 | 44,908,417 | (41,522) | 0 | ||||||||||||||||||
Balance at Mar. 31, 2022 | $ 4 | $ (417) | $ 0 | $ 176,348 | $ 0 | $ (82,484) | $ 93,451 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss from continuing operations | $ (12,601,000) | $ (5,403,000) |
Net loss from discontinued operations | 0 | (3,000) |
Net loss | (12,601,000) | (5,406,000) |
Bad debt expense | 0 | 24,000 |
Depreciation | 298,000 | 131,000 |
Amortization of right-of-use lease asset | 100,000 | 74,000 |
Provision for deferred taxes | 0 | 3,000 |
Share-based compensation | 1,900,000 | 781,000 |
Amortization of financing costs | 2,000 | 5,000 |
Amortization of intangible assets | 1,001,000 | 409,000 |
Loss due to change in value of equity investments | 0 | 76,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 637,000 | (1,460,000) |
Inventory | (34,000) | 163,000 |
Other current assets | (592,000) | (157,000) |
Deposits | (323,000) | 0 |
Accounts payable, accrued expenses and other current liabilities | (2,580,000) | 1,947,000 |
Contract liabilities | (205,000) | 323,000 |
Lease liability | 241,000 | (75,000) |
Net cash used in operating activities - continuing operations | (12,156,000) | (3,159,000) |
Net cash used in operating activities - discontinued operations | 0 | (4,000) |
Net cash used in operating activities | (12,156,000) | (3,163,000) |
Cash Flows from Investing Activities: | ||
SAFE Investment | (150,000) | 0 |
Capital expenditures | (1,814,000) | (425,000) |
Short-term investment activity, net | 0 | (23,994,000) |
Investment in unconsolidated company | 0 | (75,000) |
Net cash (used in) provided by investing activities - continuing operations | (1,964,000) | (24,494,000) |
Cash Flows from Financing Activities: | ||
Proceeds from public offering | 0 | 70,125,000 |
Proceeds from notes receivable | 57,000 | 85,000 |
Repayments of loans payable | (9,000) | (11,000) |
Net proceeds from exercise of options | 29,000 | 226,000 |
Net proceeds from exercise of warrants | 0 | 294,000 |
Repurchases of common stock | (98,000) | (319,000) |
Net cash provided by financing activities - continuing operations | 3,113,000 | 70,499,000 |
Net increase in cash, cash equivalents and restricted cash and cash equivalents - continuing operations | (11,007,000) | 42,846,000 |
Net decrease in cash, cash equivalents and restricted cash and cash equivalents - discontinued operations | 0 | (4,000) |
Net increase in cash, cash equivalents and restricted cash and cash equivalents | (11,007,000) | 42,842,000 |
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period | 26,601,000 | 21,009,000 |
Cash, cash equivalents and restricted cash and cash equivalents at end of period | 15,594,000 | 63,851,000 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents at end of period - continuing operations | 14,606,000 | 62,845,000 |
Restricted cash and cash equivalents at end of period - continuing operations | 987,000 | 1,005,000 |
Cash and cash equivalents at end of period - discontinued operations | 1,000 | 1,000 |
Cash, cash equivalents and restricted cash and cash equivalents at end of period | 15,594,000 | 63,851,000 |
At-the-market Offering [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from at-the-market agreement | 3,134,000 | 0 |
Warrants Associated with Series A Preferred Stock [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds from exercise of warrants | $ 0 | $ 99,000 |
Note 1 - General, Basis of Pres
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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 These unaudited condensed consolidated interim financial statements of Rekor Systems, Inc. and its subsidiaries (collectively, 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 March 31, 2022 three March 31, 2022 2021 The financial data and other information disclosed in these notes are unaudited. The results for the three March 31, 2022 not December 31, 2022. 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, 2021 not Dollar amounts, except per share data, in the notes to these unaudited condensed consolidated financial statements are rounded to the closest $1,000. Rekor is a global leader in intelligent infrastructure focused on addressing the world’s most critical challenges across transportation management, public safety, and key commercial markets. With a real-time intelligence platform driven by deep access to data, AI-powered software, and smart optical devices at-the-edge, the Company combines its industry expertise and advanced proprietary technologies to deliver insights that increase roadway safety, efficiency, and sustainability while enabling safer, smarter, and more connected cities and communities. On August 18, 2021, Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the extensive use of management’s estimates. Management uses estimates and assumptions in preparing consolidated financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. On an ongoing basis, the Company evaluates its estimates, including those related to the collectability of accounts receivable, the fair value of intangible assets, the fair value of debt and equity instruments, income taxes and determination of standalone selling prices in contracts with customers that contain multiple performance obligations. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not may Reclassifications Certain amounts in the prior year's financial statements have been reclassified to conform to the current year's presentation. Beginning in the third 2021, September 30, 2021, three March 31, 2021 December 31, 2021 Liquidity For all annual and interim periods, management will assess going concern uncertainty in the Company’s unaudited condensed consolidated financial statements to determine whether there is sufficient cash on hand, capital raises and working capital, to operate for a period of at least one The Company has generated losses since its inception and has relied on cash on hand, external bank lines of credit, the sale of a note, proceeds from the sale of common stock, proceeds from the private sale of the Company’s non-core subsidiaries, proceeds from note receivables, debt financings and a public offering of its common stock to support cash flow from operations. The Company attributes losses to non-capital expenditures related to the scaling of existing products, development of new products and service offerings and marketing efforts associated with these products and services. As of and for the three March 31, 2022 The Company’s cash decreased by $11,007,000 for the three March 31, 2022 fro 2022 10 STOCKHOLDERS EQUITY 2022 Management believes that based on relevant conditions and events that are known and reasonably knowable, its current forecasts and projections for one 10 one not Goodwill The excess purchase consideration over the fair value of acquired assets and liabilities is recorded as goodwill. The Company will assess goodwill for impairment annually, or more often if events or changes in circumstances indicate that it might be impaired, by comparing its carrying value to the reporting unit’s fair value. The Company performs its annual impairment assessment on October 1, may three March 31, 2022 2021 not Fair Value of Financial Instruments The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash and cash equivalents, restricted cash and cash equivalents, short-term investments, accounts receivable and accounts payable approximate fair value as of March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 The determination of fair value is based upon the fair value framework established by ASC Topic 820, Fair Value Measurements and Disclosures 820” 820 three may Level 1 Level 2 1 not Level 3 no Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. Changes in the observability of valuation inputs may There were no three March 31, 2022 Revenue Recognition The Company derives its revenues primarily from the sale of software, hardware and related services, including customer support and implementation services and management services in connection with our traffic safety solutions. 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 March 31, 2022 2021 Recurring revenue $ 1,695 $ 864 Product and service revenue 1,913 3,352 Total revenue $ 3,608 $ 4,216 Revenues Recurring revenue Recurring revenue includes the Company’s SaaS revenue, subscription revenue, eCommerce revenue and customer support revenue. The Company generates recurring revenue from long-term contracts with customers that provide periodic payments and short-term contracts that are automatically invoiced on a monthly basis. The Company’s recurring revenue is generated by a combination of direct sales, partner-assisted sales, and eCommerce sales. Recurring revenues are generated through the Company’s 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 bundled hardware and software over a period. Payments for these subscriptions are received periodically over the term of the agreement and revenue is recognized ratably over the term of the agreement. In addition, some of our subscription revenue includes providing, through a web server, access to the Company’s software solutions, a self-managed database, and a cross-platform application programming interface. The subscription arrangements with these customers typically do not not eCommerce revenue is defined by the Company as revenue obtained through direct sales on the Company’s eCommerce platform. The Company’s eCommerce revenue generally includes subscriptions to the Company’s vehicle recognition software which can be purchased online and activated through a digital key. The Company's contracts with customers are generally for a term of one Customer support revenue is associated with perpetual licenses and long-term subscription arrangements and consists primarily of technical support and product updates. The Company’s customer support team is ready to provide these maintenance services, as needed, to the customer during the contract term. The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be available to them. As customer support is not Product and service revenue Product and service revenue is defined as the Company’s contactless compliance revenue, implementation revenue, perpetual license sales and hardware sales. Contactless compliance solutions revenues reflect arrangements to provide traffic safety systems to several jurisdictions in North America. These systems include hardware that identifies red light and school safety zone traffic violations and software that captures and records forensic images and analyzes the images to provide data and support citation management services. In the first 2021, Implementation revenue is recognized when the Company provides pilot programs to customers. Pilot programs may one one five In addition to the recurring software sales, the Company will recognize revenue related to the sale of perpetual software licenses. The Company sells perpetual licenses which provide customers the right to use software for an indefinite period in exchange for a one The Company generates revenue through the sale of hardware through its partner program distribution channels and direct sales. The Company satisfies its performance obligation upon the transfer of control of hardware to its customers. The Company invoices end-user customers upon transfer of control of the hardware to its customers. The Company offers hardware installment to customers which ranges from one six Revenue by Customer Type The following table presents a summary of revenue by customer type (dollars in thousands): Three Months Ended March 31, 2022 2021 Government customers $ 2,003 $ 3,105 Commercial customers 1,605 1,111 Total revenue $ 3,608 $ 4,216 Performance obligations The Company contracts with customers in a variety of ways, including contracts that obligate the Company to provide services over time. Some contracts include performance obligations for several distinct services. For those contracts that have multiple distinct performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on the Company’s overall pricing objectives, taking into consideration market conditions and other factors. This may Where performance obligations for a contract with a customer are not March 31, 2022, ad approximately $21,288,000 of remaining performance obligations not twelve two four 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 and $415,000 March 31, 2022 December 31, 2021 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 nine five three March 31, 2022 not March 31, 2022 December 31, 2021 re and , respec three March 31, 2022 $949,000 of December 31, 2021 The services due for contract liabilities described above are shown below as of March 31, 2022 2022, remaining $ 1,927 2023 651 2024 303 2025 124 2026 56 Thereafter 6 Total $ 3,067 Costs to Obtain and Fulfill a Contract Practical Expedients Election Costs to Obtain and Fulfill a Contract one Cash and Cash Equivalents, and Restricted Cash and Cash Equivalents The Company considers all highly liquid debt instruments, including U.S. Treasury Bills purchased with a maturity of three Cash subject to contractual restrictions and not March 31, 2022 December 31, 2021 and , res 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 March 31, 2022 December 31, 2021, three one The Company has a market concentration of revenue and accounts receivable from continuing operations related to its customer base. Customer A accounted for less than 10% and 40% of the Company’s total revenues for the three March 31, 2022 2021 No 10% three March 31, 2022 2021 As of March 31, 2022 10% December 31, 2021 No 10% December 31, 2021 Significant Accounting Policies Additional significant accounting policies of the Company are also described in Note 1 10 December 31, 2021 New Accounting Pronouncements Effective in Future Periods In June 2016, 2016 13 Financial Instruments-Credit Losses (Topic 326 2016 13” 2016 13 2016 13 December 15, 2022. 2016 13 2016 13 not 2016 13 The Company does not not |
Note 2 - Acquisitions
Note 2 - Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 2 ACQUISITIONS On August 18, 2021, The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. The table below shows the breakdown related to the preliminary purchase price allocation for the acquisition (dollars in thousands): Cash paid $ 39,884 Common stock issued 20,287 Total Consideration $ 60,171 Assets Cash and cash equivalents $ 25 Restricted cash and cash equivalents 89 Accounts receivable 486 Other current assets 150 Property and equipment 72 Acquired technology 16,897 Total assets acquired 17,719 Liabilities Accounts payable and accrued expenses 794 Contract liabilities 36 Deferred tax liability 3,833 Total liabilities assumed 4,663 Fair value of identifiable net assets acquired 13,056 Goodwill $ 47,115 The technology acquired by the Company as part of the acquisition has an estimated useful life of seven Operations of Combined Entities The following unaudited pro forma combined financial information gives effect to the acquisition of Waycare as if it was consummated as of January 1, 2021. not January 1, 2021 ( Three Months Ended March 31, 2022 2021 (Dollars in thousands, except per share data) Total revenue from continuing operations $ 3,608 $ 4,599 Net loss from continuing operations $ (12,601 ) $ (6,183 ) Basic and diluted loss per share from continuing operations $ (0.29 ) $ (0.17 ) Basic and diluted number of shares 44,087,911 38,728,829 |
Note 3 - Investments
Note 3 - Investments | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | NOTE 3 INVESTMENTS Investments in Unconsolidated Companies In February 2017, not March 31, 2022 December 31, 2021 In June 2020, third 2020 first 2021, 50 three March 31, 2022 2021, The carrying amount of the Company’s investments are included as part of investments in unconsolidated companies in the unaudited condensed consolidated balance sheets. There were no distributions or earnings received from either investment in the three March 31, 2022 2021 Roker SAFE In April 2021, October 2021 March 2022, not may No three March 31, 2022. |
Note 4 - Supplemental Disclosur
Note 4 - Supplemental Disclosures of Cash Flow Information | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | NOTE 4 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Supplemental disclosures of cash flow information for the three March 31, 2022 2021 Three Months Ended March 31, 2022 2021 Cash paid for interest $ - $ - Cash paid for taxes 5 - Financing activities: Series A Cumulative Convertible Redeemable Preferred stock dividends included in accounts payable and accrued expenses, settled in common stock - (1,005 ) Series A Cumulative Convertible Redeemable Preferred stock included in temporary equity, settled in common stock - (6,770 ) Series B Cumulative Convertible Preferred stock dividends included in accounts payable and accrued expenses, settled in common stock - (179 ) New Leases under ASC-842: Recognition of operating lease - right-of-use lease asset 3,485 - Lease incentive recognized in other current assets, net 919 - Recognition of operating lease - lease liability $ (4,404 ) $ - |
Note 5 - Operating Leases
Note 5 - Operating Leases | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | NOTE 5 OPERATING LEASES The Company has operating leases for office facilities in various locations throughout the United States and Israel. The Company’s leases have remaining terms of one ten Operating lease expense from continuing operations for the three March 31, 2022 2021 and $89,000, respectively, and is presented as part of general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Cash paid for amounts included in the measurement of operating lease liabilities from continuing operations was and $85,000 f three March 31, 2022 2021 In the first 2022, Supplemental balance sheet information related to leases as of March 31, 2022 Operating lease right-of-use lease assets $ 9,548 Current portion of lease liability $ 676 Long-term portion of lease liability 14,259 Total lease liability $ 14,935 Weighted average remaining lease term - operating leases (years) 9.88 Weighted average discount rate - operating leases 9.0 % 2022, remaining $ 837 2023 2,293 2024 2,254 2025 2,271 2026 2,306 Thereafter 13,628 Total lease payments $ 23,589 Less imputed interest 8,654 Maturities of lease liabilities $ 14,935 |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 6 INTANGIBLE ASSETS Intangible Assets Subject to Amortization The following summarizes the change in intangible assets from December 31, 2021 March 31, 2022 December 31, 2021 Additions Amortization March 31, 2022 Intangible assets subject to amortization Customer relationships $ 328 $ - $ (8 ) $ 320 Marketing related 97 - (10 ) 87 Technology based 20,304 - (860 ) 19,444 Internally capitalized software 677 - (123 ) 554 Intangible assets subject to amortization $ 21,406 $ - $ (1,001 ) $ 20,405 The following provides a breakdown of identifiable intangible assets as of March 31, 2022 Customer Relationships Marketing Related Technology Based Internally Capitalized Software Total Identifiable intangible assets $ 461 $ 327 $ 24,107 $ 1,452 $ 26,347 Accumulated amortization (141 ) (240 ) (4,663 ) (898 ) (5,942 ) Identifiable intangible assets, net $ 320 $ 87 $ 19,444 $ 554 $ 20,405 These intangible assets are amortized on a straight-line basis over their estimated useful life. Amortization expense attributable to continuing operations for the three March 31, 2022 2021 was and , r As of March 31, 2022 five 2022, remaining $ 2,953 2023 3,777 2024 3,474 2025 3,465 2026 2,653 Thereafter 4,083 Total $ 20,405 |
Note 7 - Debt
Note 7 - Debt | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 7 DEBT Firestorm Notes On January 25, 2017, four five one three January 25, 2022. le was and $998,000, net of March 31, 2022 December 31, 2021 s of $0 and $2,000, respect not not January 2022 NOTE 9 Interest Expense The following table presents the interest expense related to the contractual interest and the amortization of debt issuance costs for the Company’s debt arrangements (dollars in thousands): Three Months Ended March 31, 2022 2021 Contractual interest $ 7 $ 27 Amortization of debt issuance costs 2 5 Total interest expense $ 9 $ 32 Schedule of Principal Amounts Due of Debt The principal amounts due for long-term notes payable are shown below as of March 31, 2022 2022, remaining $ 1,028 2023 37 Total notes payable $ 1,065 Loan payable, current portion $ 37 Loan payable, long-term 28 Notes payable, current portion 1,000 Total notes payable $ 1,065 |
Note 8 - Income Taxes
Note 8 - Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 8 INCOME TAXES The Company established a valuation allowance against deferred tax assets during 2017 three March 31, 2022 The Company files income tax returns in the United States and in various states. No March 31, 2022 The Company evaluated the recoverability of the net deferred income tax assets and the level of the valuation allowance required with respect to such net deferred income tax assets. After considering all available facts, the Company fully reserved for its net deferred tax assets, outside of the deferred tax liability related to the indefinite lived intangible, because the Company believes that it is not not For the three March 31, 2022 2021, not 2018 2020 |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 9 COMMITMENTS AND CONTINGENCIES On August 19, 2019, three Rekor Systems, Inc. v. Suzanne Loughlin, et al no. 1:19 07767 January 30, 2020, The Firestorm Principals answered together with counterclaims on February 28, 2020. March 30, April 22, 2020. April 27, 2020, December 9, 2019, November 23, 2020 In April 2021, June 21, 2021. July 9, 2021. March 14, 2022, March 2022, not one one not In 2020, two one September 28, 2021, October 21, 2021, February 28, 2022. March 16, 2022, At this stage of these litigations, the Company is unable to render an opinion regarding the likelihood of a favorable outcome. The Company intends to continue vigorously litigating its claims against the Firestorm Principals and believes that the Firestorm Principals’ remaining counterclaims and suits against Rekor directors and officers are without merit. On January 31, 2020, June 14, 2020, June 21, 2020, July 13, 2020, November 23, 2020, August 30, 2021, August 31, 2021. On September 18, 2020, September 25, 2020. June 23, 2021. October 23, 2021. November 29, 2021, 2018 March 3, 2022, May 30, 2022. At this stage of the Fordham litigation, the Company is unable to render an opinion regarding the likelihood of a favorable outcome. However, the Company maintains that Fordham’s claims have no In June 2021, 10 20 10b 5 1934 April 12, 2019 May 25, 2021. November 2021, In addition, from time to time, the Company may not |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 10 STOCKHOLDERS EQUITY Common Stock Effective March 18, 2020, not not At-the-Market Offering On February 24, 2022 , “2022 may $0.0001 ly $169,000 related 2022 2022 For the three March 31, 2022, ld shares of c of $4.67 per s 2022 2022 as after g $169,000 3.0% $102,000 Waycare Acquisition In connection with the acquisition as described in NOTE 2 ACQUISITIONS 2021 On February 9, 2021, “2021 Preferred Stock The Company is authorized to issue up to 2,000,000 shares of preferred stock, $0.0001 par value. The Company’s preferred stock may may one Series A Cumulative Convertible Redeemable Preferred Stock Of the 2,000,000 authorized shares of preferred stock, 505,000 shares were designated as $0.0001 par value Series A Cumulative Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”). The holders of Series A Preferred Stock were entitled to quarterly dividends of 7.0% per annum per share. Based on the terms of the Series A Preferred Stock, the Company concluded that the Series A Preferred Stock should be classified as temporary equity in the accompanying unaudited condensed consolidated balance sheets. Rekor adjusted the value of the Series A Preferred Stock to redemption value at the end of each reporting period. The adjustment to the redemption value was recorded through additional paid-in capi tal of $0 and $101,000 for th three March 31, 2022 2021 As a result of the closing of the 2021 first 2021, Series B Cumulative Convertible Preferred Stock Of the 2,000,000 authorized shares of preferred stock, 240,861 shares were designated as $0.0001 par value Rekor Series B Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”). As part of the TeamGlobal Merger, the Company issued 240,861 shares of $0.0001 par value Series B Preferred Stock. All Series B Preferred Stock was issued at a price of $10.00 per share as part of the acquisition of TeamGlobal. The Series B Preferred Stock had a conversion price of $5.00 per share. Each Series B Preferred Stock had an automatic conversion feature based on the share price of Rekor. As a result of the volume weighted average share price of the Company’s common stock being over $7.50 for thirty first 2021, Warrants A summary of the warrant activity for the Company for the period ended March 31, 2022 Series A Preferred Stock Warrants (1) Firestorm Warrants (2) Secure Education Warrants (3) 2018 Public Offering Warrants (4) Total Active warrants as of January 1, 2022 41,996 631,254 15,556 3,505 692,311 Exercised warrants - - - - - Outstanding warrants as of March 31, 2022 41,996 631,254 15,556 3,505 692,311 Weighted average strike price of outstanding warrants as of March 31, 2022 $ 1.03 $ 3.09 $ 6.06 $ 1.00 $ 3.02 ( 1 As part of a Regulation A Offering in fiscal years 2016 2017, November 8, 2023. ( 2 As part of the acquisition of Firestorm on January 24, 2017, five $2.5744 five January 24, 2022. NOTE - 9 ( 3 Pursuant to the Company’s acquisition of Secure Education Consultants on January 1, 2018, five five January 1, 2023. ( 4 On November 1, 2018, “2018 five April 27, 2019 October 29, 2023. |
Note 11 - Equity Incentive Plan
Note 11 - Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 11 EQUITY INCENTIVE PLAN Stock Options Stock options granted under the 2017 may may may three ten Stock compensation expense related to stock options for the three March 31, 2022 2021 s $28,000 and $30,000, re A summary of stock option activity under the Company’s 2017 March 31, 2022 Number of Shares Subject to Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding Balance as of December 31, 2021 1,012,336 $ 1.28 6.50 $ 5,002,000 Exercised (12,971 ) 2.26 Forfeited (2,500 ) 0.80 Outstanding balance as of March 31, 2022 996,865 $ 1.27 6.30 $ 3,063,000 Exercisable as of March 31, 2022 842,530 $ 1.30 6.15 $ 2,602,000 As of March 31, 2022 $19,000 of unrecognized stock compensation expense related to unvested stock options granted under the 2017 Restricted Stock Units Stock compensation expense related to RSU’s for the three March 31, 2022 2021 as $1,872,000 and $751,000, r Pursuant to the terms of the Waycare purchase agreement, the Company reserved for issuance to Waycare’s continuing employees an aggregate of 686,248 restricted stock units, which were issued on October 28, 2021, 2017 A summary of RSU activity under the Company’s 2017 three March 31, 2022 Number of Shares Weighted Average Unit Price Weighted Average Remaining Contractual Term (Years) Outstanding balance as of December 31, 2021 1,347,879 $ 10.94 2.20 Granted 1,085,680 4.62 2.48 Vested (201,259 ) 9.21 Forfeited (63,256 ) 11.29 Outstanding balance as of March 31, 2022 2,169,044 $ 8.07 2.33 The grant date fair value is based on the estimated fair value of the Company’s common stock on the date of grant. All RSUs granted vest upon the satisfaction of a service-based vesting condition. As of March 31, 2022 e was $15,030,000 of unre 2017 eriod of 2.20 years. |
Note 12 - Loss Per Share
Note 12 - Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 12 LOSS PER SHARE The following table provides information relating to the calculation of loss per common share: Three Months Ended March 31, 2022 2021 (Dollars in thousands, except per share data) Basic and diluted loss per share Net loss from continuing operations $ (12,601 ) $ (5,403 ) Less: preferred stock accretion - (101 ) Less: preferred stock dividends - (51 ) Net loss attributable to shareholders from continuing operations $ (12,601 ) $ (5,555 ) Net loss attributable to shareholders from discontinued operations - (3 ) Net loss attributable to shareholders $ (12,601 ) $ (5,558 ) Weighted average common shares outstanding - basic and diluted 44,087,911 35,944,355 Basic and diluted loss per share from continuing operations $ (0.29 ) $ (0.15 ) Basic and diluted loss per share from discontinued operations - - Basic and diluted loss per share $ (0.29 ) $ (0.15 ) Common stock equivalents excluded due to the anti-dilutive effect 3,858,220 2,436,750 As the Company had a net loss for the three March 31, 2022 wing 3,858,220 potentially dilutive securities were excluded from diluted loss per share: for outstanding warrants, related to outstanding options and related to outstanding RSUs. As the Company had a net loss for the three March 31, 2021 |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 13 SUBSEQUENT EVENTS At-the-Market Issuance Sales Agreement The Company issued an additional 1,521,755 shares of its common stock in exchange for net cash of $4,928,000 under the 2022 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the extensive use of management’s estimates. Management uses estimates and assumptions in preparing consolidated financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. On an ongoing basis, the Company evaluates its estimates, including those related to the collectability of accounts receivable, the fair value of intangible assets, the fair value of debt and equity instruments, income taxes and determination of standalone selling prices in contracts with customers that contain multiple performance obligations. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not may |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassifications Certain amounts in the prior year's financial statements have been reclassified to conform to the current year's presentation. Beginning in the third 2021, September 30, 2021, three March 31, 2021 December 31, 2021 |
Liquidity [Policy Text Block] | Liquidity For all annual and interim periods, management will assess going concern uncertainty in the Company’s unaudited condensed consolidated financial statements to determine whether there is sufficient cash on hand, capital raises and working capital, to operate for a period of at least one The Company has generated losses since its inception and has relied on cash on hand, external bank lines of credit, the sale of a note, proceeds from the sale of common stock, proceeds from the private sale of the Company’s non-core subsidiaries, proceeds from note receivables, debt financings and a public offering of its common stock to support cash flow from operations. The Company attributes losses to non-capital expenditures related to the scaling of existing products, development of new products and service offerings and marketing efforts associated with these products and services. As of and for the three March 31, 2022 The Company’s cash decreased by $11,007,000 for the three March 31, 2022 fro 2022 10 STOCKHOLDERS EQUITY 2022 Management believes that based on relevant conditions and events that are known and reasonably knowable, its current forecasts and projections for one 10 one 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. The Company will assess goodwill for impairment annually, or more often if events or changes in circumstances indicate that it might be impaired, by comparing its carrying value to the reporting unit’s fair value. The Company performs its annual impairment assessment on October 1, may three March 31, 2022 2021 not |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash and cash equivalents, restricted cash and cash equivalents, short-term investments, accounts receivable and accounts payable approximate fair value as of March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 The determination of fair value is based upon the fair value framework established by ASC Topic 820, Fair Value Measurements and Disclosures 820” 820 three may Level 1 Level 2 1 not Level 3 no Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. Changes in the observability of valuation inputs may There were no three March 31, 2022 |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition The Company derives its revenues primarily from the sale of software, hardware and related services, including customer support and implementation services and management services in connection with our traffic safety solutions. 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 March 31, 2022 2021 Recurring revenue $ 1,695 $ 864 Product and service revenue 1,913 3,352 Total revenue $ 3,608 $ 4,216 Revenues Recurring revenue Recurring revenue includes the Company’s SaaS revenue, subscription revenue, eCommerce revenue and customer support revenue. The Company generates recurring revenue from long-term contracts with customers that provide periodic payments and short-term contracts that are automatically invoiced on a monthly basis. The Company’s recurring revenue is generated by a combination of direct sales, partner-assisted sales, and eCommerce sales. Recurring revenues are generated through the Company’s 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 bundled hardware and software over a period. Payments for these subscriptions are received periodically over the term of the agreement and revenue is recognized ratably over the term of the agreement. In addition, some of our subscription revenue includes providing, through a web server, access to the Company’s software solutions, a self-managed database, and a cross-platform application programming interface. The subscription arrangements with these customers typically do not not eCommerce revenue is defined by the Company as revenue obtained through direct sales on the Company’s eCommerce platform. The Company’s eCommerce revenue generally includes subscriptions to the Company’s vehicle recognition software which can be purchased online and activated through a digital key. The Company's contracts with customers are generally for a term of one Customer support revenue is associated with perpetual licenses and long-term subscription arrangements and consists primarily of technical support and product updates. The Company’s customer support team is ready to provide these maintenance services, as needed, to the customer during the contract term. The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be available to them. As customer support is not Product and service revenue Product and service revenue is defined as the Company’s contactless compliance revenue, implementation revenue, perpetual license sales and hardware sales. Contactless compliance solutions revenues reflect arrangements to provide traffic safety systems to several jurisdictions in North America. These systems include hardware that identifies red light and school safety zone traffic violations and software that captures and records forensic images and analyzes the images to provide data and support citation management services. In the first 2021, Implementation revenue is recognized when the Company provides pilot programs to customers. Pilot programs may one one five In addition to the recurring software sales, the Company will recognize revenue related to the sale of perpetual software licenses. The Company sells perpetual licenses which provide customers the right to use software for an indefinite period in exchange for a one The Company generates revenue through the sale of hardware through its partner program distribution channels and direct sales. The Company satisfies its performance obligation upon the transfer of control of hardware to its customers. The Company invoices end-user customers upon transfer of control of the hardware to its customers. The Company offers hardware installment to customers which ranges from one six Revenue by Customer Type The following table presents a summary of revenue by customer type (dollars in thousands): Three Months Ended March 31, 2022 2021 Government customers $ 2,003 $ 3,105 Commercial customers 1,605 1,111 Total revenue $ 3,608 $ 4,216 Performance obligations The Company contracts with customers in a variety of ways, including contracts that obligate the Company to provide services over time. Some contracts include performance obligations for several distinct services. For those contracts that have multiple distinct performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on the Company’s overall pricing objectives, taking into consideration market conditions and other factors. This may Where performance obligations for a contract with a customer are not March 31, 2022, ad approximately $21,288,000 of remaining performance obligations not twelve two four 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 and $415,000 March 31, 2022 December 31, 2021 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 nine five three March 31, 2022 not March 31, 2022 December 31, 2021 re and , respec three March 31, 2022 $949,000 of December 31, 2021 The services due for contract liabilities described above are shown below as of March 31, 2022 2022, remaining $ 1,927 2023 651 2024 303 2025 124 2026 56 Thereafter 6 Total $ 3,067 Costs to Obtain and Fulfill a Contract Practical Expedients Election Costs to Obtain and Fulfill a Contract one |
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, including U.S. Treasury Bills purchased with a maturity of three Cash subject to contractual restrictions and not March 31, 2022 December 31, 2021 and , res |
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 March 31, 2022 December 31, 2021, three one The Company has a market concentration of revenue and accounts receivable from continuing operations related to its customer base. Customer A accounted for less than 10% and 40% of the Company’s total revenues for the three March 31, 2022 2021 No 10% three March 31, 2022 2021 As of March 31, 2022 10% December 31, 2021 No 10% December 31, 2021 |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements Effective in Future Periods In June 2016, 2016 13 Financial Instruments-Credit Losses (Topic 326 2016 13” 2016 13 2016 13 December 15, 2022. 2016 13 2016 13 not 2016 13 The Company does not not |
Note 1 - General, Basis of Pr_2
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended March 31, 2022 2021 Recurring revenue $ 1,695 $ 864 Product and service revenue 1,913 3,352 Total revenue $ 3,608 $ 4,216 Three Months Ended March 31, 2022 2021 Government customers $ 2,003 $ 3,105 Commercial customers 1,605 1,111 Total revenue $ 3,608 $ 4,216 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | 2022, remaining $ 1,927 2023 651 2024 303 2025 124 2026 56 Thereafter 6 Total $ 3,067 |
Note 2 - Acquisitions (Tables)
Note 2 - Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Cash paid $ 39,884 Common stock issued 20,287 Total Consideration $ 60,171 Assets Cash and cash equivalents $ 25 Restricted cash and cash equivalents 89 Accounts receivable 486 Other current assets 150 Property and equipment 72 Acquired technology 16,897 Total assets acquired 17,719 Liabilities Accounts payable and accrued expenses 794 Contract liabilities 36 Deferred tax liability 3,833 Total liabilities assumed 4,663 Fair value of identifiable net assets acquired 13,056 Goodwill $ 47,115 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended March 31, 2022 2021 (Dollars in thousands, except per share data) Total revenue from continuing operations $ 3,608 $ 4,599 Net loss from continuing operations $ (12,601 ) $ (6,183 ) Basic and diluted loss per share from continuing operations $ (0.29 ) $ (0.17 ) Basic and diluted number of shares 44,087,911 38,728,829 |
Note 4 - Supplemental Disclos_2
Note 4 - Supplemental Disclosures of Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Three Months Ended March 31, 2022 2021 Cash paid for interest $ - $ - Cash paid for taxes 5 - Financing activities: Series A Cumulative Convertible Redeemable Preferred stock dividends included in accounts payable and accrued expenses, settled in common stock - (1,005 ) Series A Cumulative Convertible Redeemable Preferred stock included in temporary equity, settled in common stock - (6,770 ) Series B Cumulative Convertible Preferred stock dividends included in accounts payable and accrued expenses, settled in common stock - (179 ) New Leases under ASC-842: Recognition of operating lease - right-of-use lease asset 3,485 - Lease incentive recognized in other current assets, net 919 - Recognition of operating lease - lease liability $ (4,404 ) $ - |
Note 5 - Operating Leases (Tabl
Note 5 - Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Assets and Liabilities, Lessee [Table Text Block] | Operating lease right-of-use lease assets $ 9,548 Current portion of lease liability $ 676 Long-term portion of lease liability 14,259 Total lease liability $ 14,935 Weighted average remaining lease term - operating leases (years) 9.88 Weighted average discount rate - operating leases 9.0 % 2022, remaining $ 837 2023 2,293 2024 2,254 2025 2,271 2026 2,306 Thereafter 13,628 Total lease payments $ 23,589 Less imputed interest 8,654 Maturities of lease liabilities $ 14,935 |
Note 6 - Intangible Assets (Tab
Note 6 - Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, 2021 Additions Amortization March 31, 2022 Intangible assets subject to amortization Customer relationships $ 328 $ - $ (8 ) $ 320 Marketing related 97 - (10 ) 87 Technology based 20,304 - (860 ) 19,444 Internally capitalized software 677 - (123 ) 554 Intangible assets subject to amortization $ 21,406 $ - $ (1,001 ) $ 20,405 Customer Relationships Marketing Related Technology Based Internally Capitalized Software Total Identifiable intangible assets $ 461 $ 327 $ 24,107 $ 1,452 $ 26,347 Accumulated amortization (141 ) (240 ) (4,663 ) (898 ) (5,942 ) Identifiable intangible assets, net $ 320 $ 87 $ 19,444 $ 554 $ 20,405 |
Finite-Lived Intangible Assets Amortization Expense [Table Text Block] | 2022, remaining $ 2,953 2023 3,777 2024 3,474 2025 3,465 2026 2,653 Thereafter 4,083 Total $ 20,405 |
Note 7 - Debt (Tables)
Note 7 - Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Interest Expense on Debt [Table Text Block] | Three Months Ended March 31, 2022 2021 Contractual interest $ 7 $ 27 Amortization of debt issuance costs 2 5 Total interest expense $ 9 $ 32 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | 2022, remaining $ 1,028 2023 37 Total notes payable $ 1,065 Loan payable, current portion $ 37 Loan payable, long-term 28 Notes payable, current portion 1,000 Total notes payable $ 1,065 |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Series A Preferred Stock Warrants (1) Firestorm Warrants (2) Secure Education Warrants (3) 2018 Public Offering Warrants (4) Total Active warrants as of January 1, 2022 41,996 631,254 15,556 3,505 692,311 Exercised warrants - - - - - Outstanding warrants as of March 31, 2022 41,996 631,254 15,556 3,505 692,311 Weighted average strike price of outstanding warrants as of March 31, 2022 $ 1.03 $ 3.09 $ 6.06 $ 1.00 $ 3.02 |
Note 11 - Equity Incentive Pl_2
Note 11 - Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Number of Shares Subject to Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding Balance as of December 31, 2021 1,012,336 $ 1.28 6.50 $ 5,002,000 Exercised (12,971 ) 2.26 Forfeited (2,500 ) 0.80 Outstanding balance as of March 31, 2022 996,865 $ 1.27 6.30 $ 3,063,000 Exercisable as of March 31, 2022 842,530 $ 1.30 6.15 $ 2,602,000 |
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 December 31, 2021 1,347,879 $ 10.94 2.20 Granted 1,085,680 4.62 2.48 Vested (201,259 ) 9.21 Forfeited (63,256 ) 11.29 Outstanding balance as of March 31, 2022 2,169,044 $ 8.07 2.33 |
Note 12 - Loss Per Share (Table
Note 12 - Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2022 2021 (Dollars in thousands, except per share data) Basic and diluted loss per share Net loss from continuing operations $ (12,601 ) $ (5,403 ) Less: preferred stock accretion - (101 ) Less: preferred stock dividends - (51 ) Net loss attributable to shareholders from continuing operations $ (12,601 ) $ (5,555 ) Net loss attributable to shareholders from discontinued operations - (3 ) Net loss attributable to shareholders $ (12,601 ) $ (5,558 ) Weighted average common shares outstanding - basic and diluted 44,087,911 35,944,355 Basic and diluted loss per share from continuing operations $ (0.29 ) $ (0.15 ) Basic and diluted loss per share from discontinued operations - - Basic and diluted loss per share $ (0.29 ) $ (0.15 ) Common stock equivalents excluded due to the anti-dilutive effect 3,858,220 2,436,750 |
Note 1 - General, Basis of Pr_3
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies 1 (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 18, 2021 | |
Working Capital | $ 9,297,000 | |||
Comprehensive Loss from Continuing Operations | 12,601,000 | |||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total | (11,007,000) | $ 42,842,000 | ||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent, Total | (12,601,000) | (5,403,000) | ||
Revenue, Remaining Performance Obligation, Amount | 21,288,000 | |||
Unbilled Receivables, Current | 400,000 | $ 415,000 | ||
Contract with Customer, Liability, Total | 3,067,000 | 3,272,000 | ||
Contract with Customer, Liability, Revenue Recognized | 949,000 | |||
Restricted Cash and Cash Equivalents, Total | 987,000 | $ 1,005,000 | 804,000 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Ending Balance | $ 15,593,000 | $ 26,600,000 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer A [Member] | ||||
Concentration Risk, Percentage | 10.00% | 40.00% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Number of Major Customers | 0 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer B [Member] | ||||
Concentration Risk, Percentage | 13.00% | |||
The 2022 Sales Agreement [Member] | ||||
Proceeds from Issuance of Common Stock | $ 3,134,000 | |||
Waycare Technologies Ltd. [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Note 1 - General, Basis of Pr_4
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies 2 (Details Textual) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Mar. 31, 2022 |
Revenue, Remaining Performance Obligation, Percentage | 41.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 12 months |
Minimum [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 2 years |
Maximum [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 4 years |
Note 1 - General, Basis of Pr_5
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies - Summary of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 3,608 | $ 4,216 |
Government Customers [Member] | ||
Revenue | 2,003 | 3,105 |
Commercial Customers [Member] | ||
Revenue | 1,605 | 1,111 |
Recurring Revenue [Member] | ||
Revenue | 1,695 | 864 |
Product and Service, Other [Member] | ||
Revenue | $ 1,913 | $ 3,352 |
Note 1 - General, Basis of Pr_6
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies - Services Due for Contract Liabilities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
2022, remaining | $ 1,927 |
2023 | 651 |
2024 | 303 |
2025 | 124 |
2026 | 56 |
Thereafter | 6 |
Total | $ 3,067 |
Note 2 - Acquisitions (Details
Note 2 - Acquisitions (Details Textual) - Waycare Technologies Ltd. [Member] | Aug. 18, 2021USD ($)shares |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Business Combination, Consideration Transferred, Total | $ 60,171,000 |
Payments to Acquire Businesses, Gross | $ 39,884,000 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 2,784,474 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 20,287,000 |
Technology-Based Intangible Assets [Member] | |
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years |
Note 2 - Acquisitions - Purchas
Note 2 - Acquisitions - Purchase Price Allocation (Details) - USD ($) | Aug. 18, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill | $ 53,451,000 | $ 53,451,000 | |
Waycare Technologies Ltd. [Member] | |||
Payments to Acquire Businesses, Gross | $ 39,884,000 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 20,287,000 | ||
Total Consideration | 60,171,000 | ||
Cash and cash equivalents | 25,000 | ||
Restricted cash and cash equivalents | 89,000 | ||
Accounts receivable | 486,000 | ||
Other current assets | 150,000 | ||
Property and equipment | 72,000 | ||
Acquired technology | 16,897,000 | ||
Total assets acquired | 17,719,000 | ||
Accounts payable and accrued expenses | 794,000 | ||
Contract liabilities | 36,000 | ||
Deferred tax liability | 3,833,000 | ||
Total liabilities assumed | 4,663,000 | ||
Fair value of identifiable net assets acquired | 13,056,000 | ||
Goodwill | $ 47,115,000 |
Note 2 - Business Acquisitions
Note 2 - Business Acquisitions - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total revenue from continuing operations | $ 3,608 | $ 4,599 |
Net loss from continuing operations | $ (12,601) | $ (6,183) |
Basic and diluted loss per share from continuing operations (in dollars per share) | $ (0.29) | $ (0.17) |
Basic and diluted number of shares (in shares) | 44,087,911 | 38,728,829 |
Note 3 - Investments (Details T
Note 3 - Investments (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2022 | Oct. 31, 2021 | Apr. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Jun. 30, 2020 | Feb. 28, 2017 | |
Income (Loss) from Equity Method Investments | $ 0 | $ (76,000) | |||||||
Proceeds from Equity Method Investment, Distribution | 0 | 0 | |||||||
Proceeds from (Payments for) SAFE Investments | (150,000) | 0 | |||||||
Roker SAFE [Member] | |||||||||
Proceeds from (Payments for) SAFE Investments | $ (150,000) | $ (250,000) | $ (1,000,000) | ||||||
Global Public Safety [Member] | |||||||||
Equity Method Investment, Ownership Percentage | 19.90% | ||||||||
Equity Securities without Readily Determinable Fair Value, Amount | $ 0 | 0 | $ 0 | ||||||
Roker Inc. [Member] | |||||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||||
Payments to Acquire Equity Method Investments | 75,000 | $ 75,000 | |||||||
Equity Method Investments | 150,000 | ||||||||
Income (Loss) from Equity Method Investments | $ 0 | $ (150,000) |
Note 4 - Supplemental Disclos_3
Note 4 - Supplemental Disclosures of Cash Flow Information - Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash paid for interest | $ 0 | $ 0 |
Cash paid for taxes | 5 | 0 |
Recognition of operating lease - right-of-use lease asset | 3,485 | 0 |
Lease incentive recognized in other current assets, net | 919 | 0 |
Recognition of operating lease - lease liability | (4,404) | 0 |
Series A Convertible Redeemable Preferred Stock [Member] | ||
Preferred stock dividends settled in common stock | 0 | (1,005) |
Series A Cumulative Convertible Redeemable Preferred stock included in temporary equity, settled in common stock | 0 | (6,770) |
Series B Cumulative Convertible Preferred Stock [Member] | ||
Preferred stock dividends settled in common stock | $ 0 | $ (179) |
Note 5 - Operating Leases (Deta
Note 5 - Operating Leases (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Lease, Expense | $ 411,000 | $ 89,000 |
Operating Lease, Payments | 25,000 | $ 85,000 |
Payments for (Proceeds from) Tenant Allowance | $ (919,000) | |
Minimum [Member] | ||
Lessee, Operating Lease, Remaining Lease Term (Year) | 1 year | |
Maximum [Member] | ||
Lessee, Operating Lease, Remaining Lease Term (Year) | 10 years |
Note 5 - Operating Leases - Sup
Note 5 - Operating Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Operating lease right-of-use lease assets | $ 9,548 | $ 6,163 |
Current portion of lease liability | 676 | 229 |
Long-term portion of lease liability | 14,259 | $ 10,061 |
Total lease liability | $ 14,935 | |
Weighted average remaining lease term - operating leases (years) (Year) | 9 years 10 months 17 days | |
Weighted average discount rate - operating leases | 9.00% | |
2022, remaining | $ 837 | |
2023 | 2,293 | |
2024 | 2,254 | |
2025 | 2,271 | |
2026 | 2,306 | |
Thereafter | 13,628 | |
Total lease payments | 23,589 | |
Less imputed interest | 8,654 | |
Maturities of lease liabilities | $ 14,935 |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Amortization of Intangible Assets | $ 1,001,000 | $ 409,000 |
Note 6 - Intangible Assets - Su
Note 6 - Intangible Assets - Summary of Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Intangible assets subject to amortization from continuing operations | $ 21,406,000 | |
Additions | 0 | |
Amortization | (1,001,000) | $ (409,000) |
Intangible assets subject to amortization from continuing operations | 20,405,000 | |
Identifiable intangible assets | 26,347,000 | |
Accumulated amortization | (5,942,000) | |
Total | 20,405,000 | |
Customer Relationships [Member] | ||
Intangible assets subject to amortization from continuing operations | 328,000 | |
Additions | 0 | |
Amortization | (8,000) | |
Intangible assets subject to amortization from continuing operations | 320,000 | |
Identifiable intangible assets | 461,000 | |
Accumulated amortization | (141,000) | |
Total | 320,000 | |
Marketing-Related Intangible Assets [Member] | ||
Intangible assets subject to amortization from continuing operations | 97,000 | |
Additions | 0 | |
Amortization | (10,000) | |
Intangible assets subject to amortization from continuing operations | 87,000 | |
Identifiable intangible assets | 327,000 | |
Accumulated amortization | (240,000) | |
Total | 87,000 | |
Technology-Based Intangible Assets [Member] | ||
Intangible assets subject to amortization from continuing operations | 20,304,000 | |
Additions | 0 | |
Amortization | (860,000) | |
Intangible assets subject to amortization from continuing operations | 19,444,000 | |
Identifiable intangible assets | 24,107,000 | |
Accumulated amortization | (4,663,000) | |
Total | 19,444,000 | |
Computer Software, Intangible Asset [Member] | ||
Intangible assets subject to amortization from continuing operations | 677,000 | |
Additions | 0 | |
Amortization | (123,000) | |
Intangible assets subject to amortization from continuing operations | 554,000 | |
Identifiable intangible assets | 1,452,000 | |
Accumulated amortization | (898,000) | |
Total | $ 554,000 |
Note 6 - Intangible Assets - Es
Note 6 - Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
2022, remaining | $ 2,953 | |
2023 | 3,777 | |
2024 | 3,474 | |
2025 | 3,465 | |
2026 | 2,653 | |
Thereafter | 4,083 | |
Total | $ 20,405 | $ 21,406 |
Note 7 - Debt (Details Textual)
Note 7 - Debt (Details Textual) - USD ($) | Jan. 25, 2017 | Mar. 31, 2022 | Dec. 31, 2021 |
Firestorm Notes [Member] | |||
Debt Instrument, Face Amount | $ 1,000,000 | ||
Debt Instrument, Term (Year) | 5 years | ||
Long-Term Debt, Total | $ 1,000,000 | $ 998,000 | |
Interest Payable | $ 0 | $ 2,000 | |
Firestorm Notes, One [Member] | |||
Debt Instrument, Face Amount | $ 500,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||
Firestorm Notes, Two, Three and Four [Member] | |||
Debt Instrument, Face Amount | $ 500,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% |
Note 7 - Debt - Interest Expens
Note 7 - Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Contractual interest | $ 7 | $ 27 |
Amortization of financing costs | 2 | 5 |
Total interest expense | $ 9 | $ 32 |
Note 7 - Debt - Schedule of Pri
Note 7 - Debt - Schedule of Principal Amounts Due of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
2022, remaining | $ 1,028 | |
2023 | 37 | |
Total notes payable | 1,065 | |
Loan payable, current portion | 37 | $ 37 |
Loan payable, long-term | 28 | 37 |
Notes payable, current portion | $ 1,000 | $ 998 |
Note 8 - Income Taxes (Details
Note 8 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total | $ 0 | $ 0 |
Note 9 - Commitments and Cont_2
Note 9 - Commitments and Contingencies (Details Textual) | Apr. 27, 2021USD ($) |
Litigation Case, Claims, Bill for Services From A Company Related to Firestorm Principal [Member] | |
Loss Contingency, Damages Sought, Value | $ 25,500 |
Note 10 - Stockholders' Equit_2
Note 10 - Stockholders' Equity (Details Textual) | Feb. 24, 2022USD ($) | Aug. 18, 2021shares | Feb. 09, 2021USD ($)shares | Feb. 28, 2017$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021$ / sharesshares | Mar. 18, 2020shares | Mar. 17, 2020shares | Nov. 01, 2018$ / sharesshares | Jan. 01, 2018$ / sharesshares | Jan. 24, 2017$ / sharesshares |
Common Stock, Shares Authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 30,000,000 | ||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred Stock, Shares Authorized (in shares) | 2,000,000 | |||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | $ | $ 101,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | 3.02 | |||||||||||
Warrants Associated with Series A Preferred Stock [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1.03 | |||||||||||
Firestorm Warrants with Exercise Price of 2.5744 [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.5744 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 315,627 | |||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||
Firestorm Warrants with Exercise Price of 3.6083 [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 3.6083 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 315,627 | |||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||
Secure Education Warrants, Exercise Price of 5.44 [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 5.44 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 33,333 | |||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||
Secure Education Warrants, Exercise Price of 6.53 [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 6.53 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 33,333 | |||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||
Underwriters Warrants [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 1 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 206,250 | |||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||||||||||
Conversion of Series A Preferred stock into Common Stock [Member] | ||||||||||||
Conversion of Stock, Shares Issued (in shares) | 899,174 | |||||||||||
Conversion of Series B Preferred Stock To Common Stock [Member] | ||||||||||||
Conversion of Stock, Shares Issued (in shares) | 517,611 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Preferred Stock, Shares Authorized (in shares) | 505,000 | |||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 7.00% | |||||||||||
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | $ | $ 0 | $ 101,000 | ||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 10 | |||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 240,861 | |||||||||||
Preferred Stock, Shares Authorized (in shares) | 240,861 | |||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 5 | |||||||||||
Convertible Preferred Stock, Threshold Trading Days | 30 | |||||||||||
Series B Preferred Stock [Member] | Minimum [Member] | ||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 7.50 | |||||||||||
Waycare Technologies Ltd. [Member] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 2,784,474 | |||||||||||
At-the-market Offering [Member] | ||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 3,134,000 | $ 0 | ||||||||||
Public Offering [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 6,126,939 | |||||||||||
Proceeds from Issuance of Common Stock | $ | $ 70,125,000 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 799,166 | |||||||||||
B. Riley Securities [Member] | At-the-market Offering [Member] | ||||||||||||
At-the-market Offering, Maximum Offering Amount | $ | $ 50,000,000 | |||||||||||
At-the-market Offering, Commission, Percentage of Gross Proceds | 3.00% | |||||||||||
Payments of Stock Issuance Costs | $ | $ 169,000 | |||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 728,452 | |||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 4.67 | |||||||||||
Proceeds from Issuance of Common Stock | $ | $ 3,134,000 | |||||||||||
Sales Commissions and Fees | $ | $ 102,000 |
Note 10 - Stockholders' Equit_3
Note 10 - Stockholders' Equity - Summary of Warrant Activity (Details) | 3 Months Ended | |
Mar. 31, 2022$ / sharesshares | ||
Balance (in shares) | 692,311 | |
Exercised warrants (in shares) | 0 | |
Balance (in shares) | 692,311 | |
Weighted average strike price of outstanding warrants (in dollars per share) | $ / shares | $ 3.02 | |
Series A Preferred Stock Warrants [Member] | ||
Balance (in shares) | 41,996 | [1] |
Exercised warrants (in shares) | 0 | [1] |
Balance (in shares) | 41,996 | [1] |
Weighted average strike price of outstanding warrants (in dollars per share) | $ / shares | $ 1.03 | [1] |
Firestorm Warrants [Member] | ||
Balance (in shares) | 631,254 | [2] |
Exercised warrants (in shares) | 0 | [2] |
Balance (in shares) | 631,254 | [2] |
Weighted average strike price of outstanding warrants (in dollars per share) | $ / shares | $ 3.09 | [2] |
Secure Education Warrants [Member] | ||
Balance (in shares) | 15,556 | [3] |
Exercised warrants (in shares) | 0 | [3] |
Balance (in shares) | 15,556 | [3] |
Weighted average strike price of outstanding warrants (in dollars per share) | $ / shares | $ 6.06 | [3] |
The2018 Public Offering Warrants [Member] | ||
Balance (in shares) | 3,505 | [4] |
Exercised warrants (in shares) | 0 | [4] |
Balance (in shares) | 3,505 | [4] |
Weighted average strike price of outstanding warrants (in dollars per share) | $ / shares | $ 1 | [4] |
[1] | As part of a Regulation A Offering in fiscal years 2016 and 2017, the Company issued warrants to the holders of Series A Preferred Stock (the "Series A Preferred Stock Warrants"). The exercise price for these warrants is $1.03. The expiration date of the Series A Preferred Stock Warrants is November 8, 2023. | |
[2] | As part of the acquisition of Firestorm on January 24, 2017, the Company issued warrants to purchase 315,627 shares of its common stock, exercisable over a period of five years, at an exercise price of $2.5744per share, and warrants to purchase 315,627 shares of its common stock, exercisable over a period of five years, at an exercise price of $3.6083 per share (the "Firestorm Warrants"). The expiration date of the Firestorm Warrants was January 24, 2022. The Company has rejected requests from the holders of the Firestorm Warrants to exercise them pending resolution of pending litigation (see NOTE - 10 COMMITMENTS AND CONTINGENCIES). | |
[3] | Pursuant to the Company's acquisition of Secure Education Consultants on January 1, 2018, the Company issued warrants to purchase 33,333 shares of its common stock, exercisable over a period of five years, at an exercise price of $5.44 per share, and warrants to purchase 33,333 shares of its common stock, exercisable over a period of five years, at an exercise price of $6.53 per share (the "Secure Education Warrants"). The expiration date of the Secure Education Warrants is January 1, 2023. | |
[4] | On November 1, 2018, in connection with an underwritten public offering of its common stock, the Company issued to the underwriters warrants to purchase 206,250 shares of its common stock (the "2018 Public Offering Warrants"), exercisable over a period of five years, at an exercise price of $1.00 per share. These warrants were exercisable commencing April 27, 2019 and expire on October 29, 2023. |
Note 11 - Equity Incentive Pl_3
Note 11 - Equity Incentive Plan (Details Textual) - USD ($) | Oct. 28, 2021 | Aug. 31, 2017 | Mar. 31, 2022 | Mar. 31, 2021 |
Aggregate Stock Units Shares (in shares) | 686,248 | |||
The 2017 Equity Award Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | |||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 19,000 | |||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 months 23 days | |||
The 2017 Equity Award Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Payment Arrangement, Expense | $ 1,872,000 | $ 751,000 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 2 months 12 days | |||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 15,030,000 | |||
The 2017 Equity Award Plan [Member] | General and Administrative Expense [Member] | Share-Based Payment Arrangement, Option [Member] | ||||
Share-Based Payment Arrangement, Expense | $ 30,000 | $ 28,000 |
Note 11 - Equity Incentive Pl_4
Note 11 - Equity Incentive Plan - Summary of Stock Option Activity (Details) - The 2017 Equity Award Plan [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Outstanding balance, number of shares subject to option (in shares) | 1,012,336 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 1.28 | |
Outstanding, weighted average remaining contractual term (Year) | 6 years 3 months 18 days | 6 years 6 months |
Outstanding, aggregate intrinsic value | $ 3,063,000 | $ 5,002,000 |
Exercised, number of shares subject to option (in shares) | (12,971) | |
Exercised, weighted average exercise price (in dollars per share) | $ 2.26 | |
Forfeited, number of shares subject to option (in shares) | (2,500) | |
Forfeited, weighted average exercise price (in dollars per share) | $ 0.80 | |
Outstanding balance, number of shares subject to option (in shares) | 996,865 | 1,012,336 |
Outstanding, weighted average exercise price (in dollars per share) | $ 1.27 | $ 1.28 |
Exercisable, number of shares subject to option (in shares) | 842,530 | |
Exercisable as of March 31, 2022 (in dollars per share) | $ 1.30 | |
Exercisable, weighted average remaining contractual term (Year) | 6 years 1 month 24 days | |
Exercisable, aggregate intrinsic value | $ 2,602,000 |
Note 11 - Equity Incentive Pl_5
Note 11 - Equity Incentive Plan - Summary of RSU activity (Details) - The 2017 Equity Award Plan [Member] - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Outstanding balance, number of shares (in shares) | 1,347,879 | |
Outstanding balance, weighted average unit price (in dollars per share) | $ 10.94 | |
Outstanding, weighted average remaining contractual term (Year) | 2 years 3 months 29 days | 2 years 2 months 12 days |
Granted, number of shares (in shares) | 1,085,680 | |
Granted, weighted average unit price (in dollars per share) | $ 4.62 | |
Granted, weighted average remaining contractual term (Year) | 2 years 5 months 23 days | |
Vested, number of shares (in shares) | (201,259) | |
Vested, weighted average unit price (in dollars per share) | $ 9.21 | |
Forfeited, number of shares (in shares) | (63,256) | |
Forfeited, weighted average unit price (in dollars per share) | $ 11.29 | |
Outstanding balance, number of shares (in shares) | 2,169,044 | 1,347,879 |
Outstanding balance, weighted average unit price (in dollars per share) | $ 8.07 | $ 10.94 |
Note 12 - Loss Per Share (Detai
Note 12 - Loss Per Share (Details Textual) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 3,858,220 | 2,436,750 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 692,311 | 714,293 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 996,865 | 1,167,852 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 2,169,044 | 554,605 |
Note 12 - Loss Per Share - Loss
Note 12 - Loss Per Share - Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net loss from continuing operations | $ (12,601,000) | $ (5,403,000) |
Less: preferred stock accretion | 0 | (101,000) |
Less: preferred stock dividends | 0 | (51,000) |
Net loss attributable to shareholders from continuing operations | (12,601,000) | (5,555,000) |
Net loss from discontinued operations | 0 | (3,000) |
Net loss attributable to shareholders | $ (12,601,000) | $ (5,558,000) |
Basic and diluted (in shares) | 44,087,911 | 35,944,355 |
Loss per common share from continuing operations - basic and diluted (in dollars per share) | $ (0.29) | $ (0.15) |
Basic and diluted loss per share from discontinued operations (in dollars per share) | 0 | 0 |
Loss per common share - basic and diluted (in dollars per share) | $ (0.29) | $ (0.15) |
Common stock equivalents excluded due to the anti-dilutive effect (in shares) | 3,858,220 | 2,436,750 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details Textual) - At-the-market Offering [Member] - USD ($) | May 16, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Proceeds from Issuance of Common Stock | $ 3,134,000 | $ 0 | |
Subsequent Event [Member] | |||
Stock Issued During Period, Shares, New Issues (in shares) | 1,521,755 | ||
Proceeds from Issuance of Common Stock | $ 4,928,000 |