Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001697851 | |
Entity Registrant Name | Rekor Systems, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38338 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-5266334 | |
Entity Address, Address Line One | 6721 Columbia Gateway Drive, Suite 400 | |
Entity Address, City or Town | Columbia | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21046 | |
City Area Code | 410 | |
Local Phone Number | 762-0800 | |
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, $0.0001 par value per share | |
Trading Symbol | REKR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 61,807,685 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 12,066 | $ 1,924 |
Restricted cash and cash equivalents | 378 | 254 |
Accounts receivable, net | 4,298 | 3,238 |
Inventory | 2,016 | 1,986 |
Note receivable, current portion | 340 | 340 |
Other current assets, net | 1,653 | 1,202 |
Current assets of discontinued operations | 579 | 331 |
Total current assets | 21,330 | 9,275 |
Long-term assets | ||
Property and equipment, net | 16,007 | 16,733 |
Operating lease right-of-use lease assets | 9,509 | 9,662 |
Goodwill | 20,593 | 20,593 |
Intangible assets, net | 20,258 | 21,299 |
Note receivable, long-term | 737 | 822 |
SAFE investment | 2,005 | 2,005 |
Deposits | 3,329 | 3,451 |
Total long-term assets | 72,438 | 74,565 |
Total assets | 93,768 | 83,840 |
Current liabilities | ||
Accounts payable and accrued expenses | 6,158 | 5,963 |
Loan payable, current portion | 97 | 106 |
Lease liability, short-term | 1,074 | 1,069 |
Contract liabilities, short-term | 4,246 | 3,044 |
Other current liabilities | 2,202 | 2,772 |
Current liabilities of discontinued operations | 579 | 490 |
Total current liabilities | 14,356 | 15,444 |
Long-term Liabilities | ||
Notes payable, long-term | 2,000 | 2,000 |
Loan payable, long-term | 331 | 349 |
Lease liability, long-term | 13,867 | 14,237 |
Contract liabilities, long-term | 1,345 | 1,005 |
Deferred tax liability | 52 | 52 |
Other non-current liabilities | 2,048 | 1,416 |
Total long-term liabilities | 27,435 | 19,059 |
Total liabilities | 41,791 | 34,503 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value; authorized; 100,000,000 shares; issued: 61,122,128, shares as of March 31, 2023 and 54,446,602 as of December 31, 2022; outstanding: 61,030,637 shares as of March 31, 2023 and 54,405,080 as of December 31, 2022. | 6 | 5 |
Treasury stock, 91,491 and 41,522 shares as of March 31, 2023 and December 31, 2022, respectively. | (506) | (417) |
Additional paid-in capital | 218,157 | 202,747 |
Accumulated deficit | (165,680) | (152,998) |
Total stockholders’ equity | 51,977 | 49,337 |
Total liabilities and stockholders’ equity | 93,768 | 83,840 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Notes payable, current portion | 0 | 1,000 |
Nonrelated Party [Member] | The 2023 Promissory Notes [Member] | ||
Long-term Liabilities | ||
2023 Promissory Notes, net of debt discount | 2,493 | 0 |
Related Party [Member] | ||
Current liabilities | ||
Notes payable, current portion | 0 | 1,000 |
Related Party [Member] | The 2023 Promissory Notes [Member] | ||
Long-term Liabilities | ||
2023 Promissory Notes, net of debt discount | $ 5,299 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
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) | 61,122,128 | 54,446,602 |
Common stock, shares outstanding (in shares) | 61,030,637 | 54,405,080 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock, shares (in shares) | 91,491 | 41,522 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares designated (in shares) | 505,000 | 505,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares designated (in shares) | 240,861 | 240,861 |
The 2023 Promissory Notes [Member] | Nonrelated Party [Member] | ||
Debt discount, noncurrent | $ 1,507 | |
The 2023 Promissory Notes [Member] | Related Party [Member] | ||
Debt discount, noncurrent | $ 3,201 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | $ 6,185,000 | $ 2,975,000 |
Cost of revenue, excluding depreciation and amortization | 2,868,000 | 1,537,000 |
Operating expenses: | ||
General and administrative expenses | 7,201,000 | 7,308,000 |
Selling and marketing expenses | 1,890,000 | 1,352,000 |
Research and development expenses | 4,958,000 | 4,092,000 |
Depreciation and amortization | 1,955,000 | 1,364,000 |
Total operating expenses | 16,004,000 | 14,116,000 |
Loss from operations | (12,687,000) | (12,678,000) |
Other income (expense): | ||
Gain on extinguishment of debt | 527,000 | 0 |
Interest expense, net | (761,000) | (9,000) |
Other income | 239,000 | 14,000 |
Total other income (expense) | 5,000 | 5,000 |
Loss before income taxes | (12,682,000) | (12,673,000) |
Income tax benefit (provision) | 0 | 0 |
Net loss from continuing operations | (12,682,000) | (12,673,000) |
Net income from discontinued operations | 0 | 72,000 |
Net loss | $ (12,682,000) | $ (12,601,000) |
Loss per common share from continuing operations - basic and diluted (in dollars per share) | $ (0.23) | $ (0.29) |
Earning 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) | $ (0.23) | $ (0.29) |
Weighted average shares outstanding | ||
Basic and diluted (in shares) | 54,680,048 | 44,087,911 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock Outstanding [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2021 | 43,968,535 | 19,361 | |||
Balance at Dec. 31, 2021 | $ 4 | $ (319) | $ 171,285 | $ (69,883) | $ 101,087 |
Stock-based compensation | $ 0 | $ 0 | 1,900 | 0 | 1,900 |
Issuance upon exercise of stock options (in shares) | 12,971 | 0 | |||
Issuance upon exercise of stock options | $ 0 | $ 0 | 29 | 0 | 29 |
Issuance upon vesting of restricted stock units (in shares) | 179,098 | 0 | |||
Issuance upon vesting of restricted stock units | $ 0 | $ 0 | 0 | 0 | 0 |
Shares withheld upon vesting of restricted stock units (in shares) | (22,161) | 22,161 | |||
Shares withheld upon vesting of restricted stock units | $ 0 | $ (98) | 0 | 0 | (98) |
Net loss | $ 0 | $ 0 | 0 | (12,601) | (12,601) |
Issuance of common stock pursuant to at the market offering, net (in shares) | 728,452 | 0 | |||
Issuance of common stock pursuant to at the market offering, net | $ 0 | $ 0 | 3,134 | 0 | 3,134 |
Balance (in shares) at Mar. 31, 2022 | 44,866,895 | 41,522 | |||
Balance at Mar. 31, 2022 | $ 4 | $ (417) | 176,348 | (82,484) | 93,451 |
Balance (in shares) at Dec. 31, 2022 | 54,405,080 | 41,522 | |||
Balance at Dec. 31, 2022 | $ 5 | $ (417) | 202,747 | (152,998) | 49,337 |
Stock-based compensation | $ 0 | $ 0 | 1,112 | 0 | 1,112 |
Issuance upon exercise of stock options (in shares) | 18,333 | 0 | |||
Issuance upon exercise of stock options | $ 0 | $ 0 | 15 | 0 | 15 |
Issuance upon vesting of restricted stock units (in shares) | 557,193 | 0 | |||
Issuance upon vesting of restricted stock units | $ 0 | $ 0 | 0 | 0 | 0 |
Fair value allocated to warrants with 2023 Promissory Notes | $ 0 | $ 0 | 5,125 | 0 | 5,125 |
Shares withheld upon vesting of restricted stock units (in shares) | (49,969) | 49,969 | |||
Shares withheld upon vesting of restricted stock units | $ 0 | $ (89) | 0 | 0 | (89) |
Issuance of common stock and warrants (in shares) | 6,100,000 | 0 | |||
Issuance of common stock and warrants | $ 1 | $ 0 | 9,158 | 0 | 9,159 |
Net loss | $ 0 | $ 0 | 0 | (12,682) | (12,682) |
Balance (in shares) at Mar. 31, 2023 | 61,030,637 | 91,491 | |||
Balance at Mar. 31, 2023 | $ 6 | $ (506) | $ 218,157 | $ (165,680) | $ 51,977 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss from continuing operations | $ (12,682,000) | $ (12,673,000) |
Net income from discontinued operations | 0 | 72,000 |
Net loss | (12,682,000) | (12,601,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debt expense | 18,000 | 0 |
Depreciation | 914,000 | 282,000 |
Amortization of right-of-use lease asset | 153,000 | 97,000 |
Share-based compensation | 1,112,000 | 1,900,000 |
Amortization of debt discount | 444,000 | 2,000 |
Amortization of intangible assets | 1,041,000 | 983,000 |
Loss due to the remeasurement of the STS Contingent Consideration | 45,000 | 0 |
Gain on extinguishment of debt | (527,000) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,078,000) | 628,000 |
Inventory | (728,000) | (22,000) |
Other current assets | (451,000) | (592,000) |
Deposits | 6,000 | (323,000) |
Accounts payable, accrued expenses and other current liabilities | 1,066,000 | (2,581,000) |
Contract liabilities | 1,542,000 | (205,000) |
Lease liability | (365,000) | 244,000 |
Net cash used in operating activities - continuing operations | (9,490,000) | (12,260,000) |
Net cash provided by operating activities - discontinued operations | 130,000 | 104,000 |
Net cash used in operating activities | (9,360,000) | (12,156,000) |
Cash Flows from Investing Activities: | ||
SAFE Investment | 0 | (150,000) |
Capital expenditures | (728,000) | (1,760,000) |
Net cash used in investing activities - continuing operations | (728,000) | (1,910,000) |
Net cash used in investing activities - discontinued operations | 0 | (54,000) |
Net cash used in investing activities | (728,000) | (1,964,000) |
Cash Flows from Financing Activities: | ||
Net proceeds 2022 Promissory Notes - related party, exchanged for 2023 Promissory Notes - related party | 400,000 | 0 |
Net proceeds 2023 Promissory Notes | 4,000,000 | 0 |
Net proceeds 2023 Promissory Notes - related party | 7,100,000 | 0 |
Net proceeds 2023 Registered Direct Offering | 9,159,000 | 0 |
Proceeds from notes receivable | 85,000 | 57,000 |
Net proceeds from exercise of options | 15,000 | 29,000 |
Repayments of loans payable | (27,000) | (9,000) |
Repurchases of common stock | (89,000) | (98,000) |
Net cash provided by financing activities | 20,643,000 | 3,113,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents - continuing operations | 10,425,000 | (11,057,000) |
Net increase in cash, cash equivalents and restricted cash and cash equivalents - discontinued operations | 130,000 | 50,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents | 10,555,000 | (11,007,000) |
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period | 2,468,000 | 26,601,000 |
Cash, cash equivalents and restricted cash and cash equivalents at end of period | 13,023,000 | 15,594,000 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents at end of period - continuing operations | 12,066,000 | 14,606,000 |
Restricted cash and cash equivalents at end of period - continuing operations | 378,000 | 616,000 |
Cash and cash equivalents at end of period - discontinued operations | 579,000 | 372,000 |
Cash, cash equivalents and restricted cash and cash equivalents at end of period | 13,023,000 | 15,594,000 |
At-the-market Offering [Member] | ||
Cash Flows from Financing Activities: | ||
Net proceeds 2023 Registered Direct Offering | $ 0 | $ 3,134,000 |
Note 1 - General, Basis of Pres
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 , the unaudited condensed consolidated results of operations, unaudited condensed consolidated statements of shareholders’ equity and unaudited condensed consolidated statements of cash flows for the three March 31, 2023 2022 . The financial data and other information disclosed in these notes are unaudited. The results for the three March 31, 2023 , are not December 31, 2023 . 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, 2022 . The year-end condensed balance sheet data was derived from audited financial statements but does not Dollar amounts, except per share data, in the notes to these unaudited condensed consolidated financial statements are rounded to the closest $1,000. The Company provides products and services for the collection, distribution and analysis of transportation data and is a global leader in the development and implementation of advanced roadway intelligence 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 December 6, 2022, December 31, 2022, three March 31, 2022, On June 17, 2022 , June 17, 2022, three March 31, 2023 . 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 unaudited condensed consolidated financial statements have been reclassified to conform to the current year's presentation. Amortization related to the Company's right-of-use assets is presented as part of general and administrative expenses on the unaudited condensed consolidated statements of operations, whereas in prior periods these amounts were presented as part of depreciation and amortization on the unaudited condensed consolidated statements of operations. Additionally, as of December 31, 2022, three March 31, 2022, Liquidity and Going Concern 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 and 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 sources of financing 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, 2023 , the Company had working capital from continuing operations of and a loss from continuing operations of . The Company’s cash increased by during the three March 31, 2023 , primarily due external financing related to the 2023 2023 . (see NOTE 7 DEBT and NOTE 10 STOCKHOLDERS ’ EQUITY for details on the 2023 2023 Based on the Company's current business plan assumptions and the expected cash burn rate, the Company believes that the existing cash is insufficient to fund operations for the next twelve The Company is actively monitoring its operations, the cash on hand and working capital. The Company is currently in the process of reviewing external financing options in order to sustain its operations. If additional financing is 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 March 31, 2023 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, 2023 and December 31, 2022 March 31, 2023 and December 31, 2022 , given management’s evaluation of the instrument’s current rate compared to market rates of interest and other factors. The determination of fair value is based upon the fair value framework established by ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820” 820 three may Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 not Level 3 – Unobservable inputs that are supported by little or 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, 2023 . Revenue Recognition The Company derives its revenues primarily from the licensing and sale of its roadway data and traffic management product and service offerings. These offerings include a mixture of data collection, implementation, engineering, customer support and maintenance services, as well as software and hardware. Revenue is recognized upon transfer of control of promised products and services to the Company’s customers, in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, five ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, performance obligations are satisfied The following table presents a summary of revenue (dollars in thousands): Three Months Ended March 31, 2023 2022 Recurring revenue $ 4,204 $ 1,695 Product and service revenue 1,981 1,280 Total revenue $ 6,185 $ 2,975 Revenues Recurring revenue Recurring revenue includes the Company’s SaaS revenue, subscription revenue, eCommerce revenue and customer support revenue. The Company generates recurring revenue from long-term contracts with customers that provide periodic payments and short-term contracts that are automatically invoiced on a monthly basis. The Company’s recurring revenue is generated by a combination of direct sales, partner-assisted sales, and eCommerce sales. Recurring revenues are generated through the Company’s Software-as-a-Service ("SaaS") model, where the Company provides customers with the right to access the Company’s software solutions for a fee. These services are made available to the customer continuously throughout the contractual period. However, the extent to which the customer uses the services may one five may The Company also currently receives recurring revenues under contracts entered into using a subscription model for data collection services and bundled hardware and software over a period. Payments for these services and subscriptions are received periodically over the term of the agreement and revenue is recognized ratably over the term of the agreement. In addition, some of our subscription revenue includes providing, through a web server, access to the Company’s software solutions, a self-managed database, and a cross-platform application programming interface. The subscription arrangements with these customers typically do not not eCommerce revenue is defined by the Company as revenue obtained through direct sales on the Company’s eCommerce platform. The Company’s eCommerce revenue generally includes subscriptions to the Company’s vehicle recognition software which can be purchased online and activated through a digital key. The Company's contracts with customers are generally for a term of one Customer support revenue is associated with perpetual licenses and long-term subscription arrangements and consists primarily of technical support and product updates. The Company’s customer support team is ready to provide these maintenance services, as needed, to the customer during the contract term. The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be available to them. As customer support is not Product and service revenue Product and service revenue is defined as the Company’s implementation revenue, perpetual license sales, hardware sales, engineering services and contactless compliance revenue. Implementation revenue is recognized when the Company provides implementation or construction services to its customers. These services, involve a fee for the implementation services and are typically associated with the sale of the Company’s data collection services, software and hardware. The Company’s implementation revenue is recognized over time as the implementation is completed. In addition to the recurring software sales, the Company will recognize revenue related to the sale of perpetual software licenses. The Company sells perpetual licenses that provide customers the right to use software for an indefinite period in exchange for a one The Company also generates revenue through the sale of hardware through its partner program and internal sales force distribution channels. The Company satisfies its performance obligation upon the transfer of control of hardware to its customers. The Company invoices end-user customers upon transfer of control of the hardware to its customers. The Company provides hardware installation services to customers which range from one six Contactless compliance revenues reflect arrangements to provide hardware systems and services that identify uninsured motor vehicles, notify owners of non-compliance through a diversion citation, and assist them in obtaining the required insurance as an alternative to traditional enforcement methods. Revenue is recognized monthly based on the number of diversion citations collected by the relevant jurisdiction. The Company also generates revenue through its engineering services. These services are provided at the request of its customers and the revenue related to these services is recognized over time as the service is completed. Revenue by Customer Type The following table presents a summary of revenue by customer type (dollars in thousands): Three Months Ended March 31, 2023 2022 Urban mobility $ 2,754 $ - Traffic management 719 708 Licensing and other revenue 2,712 2,267 Total revenue $ 6,185 $ 2,975 Urban mobility Urban mobility revenue consists of revenue derived from the Company's roadway data aggregation activities. These activities include the use of software applications that are part of the Rekor Discover™ platform, the primary application being Rekor’s count, class & speed application. The application fully automates the aggregation of Federal Highway Administration (“FHWA”) 13 June 2022. Traffic management Traffic management revenue is associated with the Rekor Command™ platform and the associated applications underneath the platform. These provide traffic operations and traffic management centers with support through actionable, real-time incident reports integrated into a cross-agency communication and response system. Revenue is generated through contracts that include an upfront as well as recurring component. Licensing and other revenue Licensing and other revenue consists of licensing of the Rekor Scout™ platform, licensing of Rekor CarCheck™ API, licensing of Rekor’s vehicle recognition software, as well as systems deployed for security, contactless compliance and public safety. Revenue is generated through recurring and perpetual license sales as well as one Performance obligations The Company contracts with customers in a variety of ways, including contracts that obligate the Company to provide services over time. Some contracts include performance obligations for several distinct services. For 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, 2023 , the Company had approximately $24,330,000 of remaining performance obligations not of this amount as revenue over the succeeding 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 $935,000 were included in accounts receivable, net, in the unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022 , respectively. Contract liabilities When the Company advance bills clients prior to providing services, generally such amounts will be earned and recognized in revenue within the next six five three March 31, 2023 were not March 31, 2023 and December 31, 2022 were and , respectively. During the three March 31, 2023 , $1,134,000 of the contract liabilities balance as of December 31, 2022 was recognized as revenue. The services due for contract liabilities described above are shown below as of March 31, 2023 (dollars in thousands): 2023, remaining $ 3,802 2024 1,048 2025 480 2026 186 2027 70 Thereafter 5 Total $ 5,591 Cash and Cash Equivalents, and Restricted Cash and Cash Equivalents The Company considers all highly liquid debt instruments to be cash equivalents. Cash subject to contractual restrictions and not estricted cash and cash equivalents for these client jurisdictions as of March 31, 2023 and December 31, 2022 were and , respectively, and correspond to equal amounts of related accounts payable and are presented as part of accounts payable and accrued expenses in the accompanying unaudited condensed consolidated balance sheets. Concentrations of Credit Risk The Company deposits its temporary cash investments with highly rated financial institutions that are located in the United States and Israel. The United States deposits are federally insured up to $250,000 March 31, 2023 and December 31, 2022, and $2,178,000, respectively, in multiple U.S. financial institutions and one The Company had a concentration of revenue and accounts receivable from continuing operations related to its customer base. Customer A accounted for 13% and less than 10% of the Company’s unaudited condensed consolidated revenues for the three March 31, 2023 2022 , respectively. No 10% three March 31, 2023 2022 . As of March 31, 2023 , Customer B accounted for more than 14% of the unaudited condensed consolidated accounts receivable balance. As of December 31, 2022 , no 10% No 10% March 31, 2023 December 31, 2022 . Accounts Payable, Accrued and Other Current Liabilities As of March 31, 2023 December 31, 2022, A summary of other current liabilities is as follows (in thousands): March 31, 2023 December 31, 2022 Payroll and payroll related $ 1,828 $ 2,483 Right of offset to restricted cash 373 243 Other 1 46 Total $ 2,202 $ 2,772 Significant Accounting Policies New Accounting Pronouncements Effective in the Current Period In June 2016, 2016 13 Financial Instruments-Credit Losses (Topic 326 (“ASU 2016 13” 2016 13 2016 13 December 15, 2022. 2016 13 2016 13 2016 13 not The Company does not not Additional significant accounting policies of the Company are also described in Note 1 10 December 31, 2022 . |
Note 2 - Acquisitions
Note 2 - Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 2 – ACQUISITIONS STS Acquisition On June 17, 2022, including; cash consideration of $6,500,000, related to an earnout based on the achievement of certain performance metrics ("STS Earnout") and contingent on the closing of a future contract ("STS Contingent Consideration"), 798,666 The purchase price has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. Since the acquisition of STS occurred on June 17, 2022, three March 31, 2023 . As part of the Company's purchase price allocation for the acquisition, the Company recognized in goodwill, in customer relationships and of marketing related intangible assets related to the STS tradename. The STS Contingent Consideration in the amount of $2,000,000 October 30, 2024, 30 red on a quarterly basis. In connection with the Company's purchase price accounting, it evaluated the fair value of the STS Contingent Consideration at the time of acquisition and determined the fair value to be $1,298,000. For the three March 31, 2023 , the Company recognized $45,000 in expe The Company was to pay the STS Earnout payment, up to $2,000,000, within 60 December 31, 2022 twelve December 31, 2022. December 31, 2022, not Operations of Combined Entities The following unaudited pro forma combined financial information gives effect to the acquisition of STS as if it was consummated as of January 1, 2022. not January 1, 2022 ( Three Months Ended March 31, 2023 2022 (Dollars in thousands, except per share data) Total revenue from continuing operations $ 6,185 $ 5,581 Net loss from continuing operations $ (12,682 ) $ (13,159 ) Basic and diluted loss per share from continuing operations $ (0.23 ) $ (0.29 ) Basic and diluted number of shares 54,680,048 44,886,577 |
Note 3 - Investments
Note 3 - Investments | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and December 31, 2022 the investment in Global Public Safety had a value of $0. In June 2020, third 2020 first 2021, As of March 31, 2023 and December 31, 2022 the investment in Roker had a value of $0. There have been no distributions or earnings received from either investment. Roker SAFE In April 2021, 2021 2022 in the Roker SAFE. The Roker SAFE allows the Company to participate in future equity financing of Roker, through a share-settled redemption of the amount invested (such notional being the “invested amount”). Alternatively, upon the occurrence of a change of control or an initial public offering (other than a qualified financing), the Company has the option to receive either (i) cash payment equal to the invested amount under the SAFE, or (ii) a number of shares of common stock equal to the invested amount divided by the liquidity price set forth in the Roker SAFE. The Company’s investment in the Roker SAFE is recorded on the cost method of accounting and included under SAFE investment on the unaudited condensed consolidated balance sheets and is shown as long-term, as it is not may No three March 31, 2023 . |
Note 4 - Supplemental Non Cash
Note 4 - Supplemental Non Cash Disclosures of Cash Flow Information | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | NOTE 4 – SUPPLEMENTAL NON CASH DISCLOSURES OF CASH FLOW INFORMATION Supplemental disclosures of cash flow information for the three March 31, 2023 2022 were as follows (dollars in thousands): Three Months Ended March 31, 2023 2022 Cash paid for interest $ 129 $ - Cash paid for taxes 4 5 Decrease in accounts payable and accrued expenses related to purchases of property and equipment (656 ) - Decrease in accounts payable and accrued expenses related to purchases of inventory (698 ) - Decease in deposits related to property and equipment received 116 - Financing activities: 2022 Promissory Notes exchanged for 2023 Promissory Notes - related party 1,000 - Warrants issued in connection with the 2023 Promissory Notes 1,640 - Warrants issued in connection with the 2023 Promissory Notes - related party 3,485 - New Leases under ASC-842: Recognition of operating lease - right-of-use lease asset - 3,485 Lease incentive recognized in current assets - 919 Recognition of operating lease - lease liability $ - $ (4,404 ) |
Note 5 - Operating Leases
Note 5 - Operating Leases | 3 Months Ended |
Mar. 31, 2023 | |
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 nine Operating lease expense from continuing operations for the three March 31, 2023 2022 was $524,000 and $408,000, 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 $594,000 and $22,000 for the three March 31, 2023 2022 , respectively. In the first 2022, Supplemental balance sheet information related to leases as of March 31, 2023 was as follows (dollars in thousands): Operating lease right-of-use lease assets $ 9,509 Current portion of lease liability $ 1,074 Long-term portion of lease liability 13,867 Total lease liability $ 14,941 Weighted average remaining lease term - operating leases (years) 9.22 Weighted average discount rate - operating leases 9.0 % 2023, remaining $ 1,776 2024 2,320 2025 2,295 2026 2,258 2027 2,302 Thereafter 11,159 Total lease payments $ 22,110 Less imputed interest 7,169 Maturities of lease liabilities $ 14,941 |
Note 6 - Intangible Assets and
Note 6 - Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 6 – INTANGIBLE ASSETS AND GOODWILL The following summarizes the change in intangible assets, net from December 31, 2022 to March 31, 2023 (dollars in thousands): Useful Life (in Years) December 31, 2022 Amortization March 31, 2023 Intangible assets subject to amortization Customer relationships 10 - 15 $ 3,581 $ (65 ) $ 3,516 Marketing related 5 684 (43 ) 641 Technology based 3 - 10 16,849 (863 ) 15,986 Internally capitalized software 3 185 (70 ) 115 Intangible assets subject to amortization $ 21,299 $ (1,041 ) $ 20,258 The following provides a breakdown of identifiable intangible assets (dollars in thousands): March 31, 2023 December 31, 2022 Customer relationships $ 3,861 $ 3,861 Marketing related 1,027 1,027 Technology based 24,107 24,107 Internally capitalized software 1,236 1,236 Total 30,231 30,231 Less: accumulated amortization (9,973 ) (8,932 ) Identifiable intangible assets from continuing operations, net $ 20,258 $ 21,299 These intangible assets are amortized on a straight-line basis over their estimated useful life. Amortization expense for the three March 31, 2023 2022 was and , respectively and is presented as part of depreciation and amortization in the unaudited condensed consolidated statements of operations. As of March 31, 2023 , the estimated impact from annual amortization from intangible assets for each of the next five 2023, remaining $ 3,024 2024 3,841 2025 3,832 2026 3,019 2027 2,744 Thereafter 3,798 Total $ 20,258 |
Note 7 - Debt
Note 7 - Debt | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 7 – DEBT STS Notes On June 17, 2022, two June 14, 2024 June 17, 2025, December 31, 2022 2022 On December 20, 2022, “2022 13G May 20, 2022, first 2023, 2022 No 2022 2022 2023 2023 On January 18, 2023, “2023 January 18, 2023, 2023 2022 2023 As a result of the Securities Purchase Agreement, the 2022 2023 2022 no The 2023 2023 July 18, 2025 ( 2023 At any time, the Company may 2023 2023 first 2023 first second 2023 second 2023 The Company determined that the holder redemption and mandatory redemption options would qualify as derivatives and be subject to accounting under ASC Topic 815, Derivatives and Hedging The Securities Purchase Agreement contains customary representations and warranties of the Company and the investors. The Company has a material relationship with two 13G February 14, 2023. six may The Securities Purchase Agreement further provides Arctis with the right to designate a director to be seated on the Company’s board of directors (the “Board”) for a term expiring at the Company’s 2023 2023 may not not 10 not The 2023 2023 2023 The warrants issued in connection with the initial closing have an exercise price of $2.00 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, are immediately exercisable, have a term of five 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, 2023 2022 Contractual interest expense (income), net $ 317 $ 7 Amortization of debt discount 444 2 Total interest expense, net $ 761 $ 9 Schedule of Principal Amounts Due of Debt The principal amounts due for long-term notes payable are shown below as of March 31, 2023 (dollars in thousands): 2023, remaining $ 80 2024 1,073 2025 13,578 2026 83 2027 86 Thereafter 28 Total 14,928 Less unamortized debt discount (4,708 ) Total notes payable $ 10,220 |
Note 8 - Income Taxes
Note 8 - Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 8 – INCOME TAXES The Company maintains a full valuation allowance against its net deferred taxes, outside of the deferred tax liability related to the indefinite lived intangible, through March 31, 2023 . The Company files income tax returns in Israel, the United States and in various states. No March 31, 2023 . The Company evaluated the recoverability of the net deferred income tax assets and the level of the valuation allowance required with respect to such net deferred income tax assets. After considering all available facts, the Company fully reserved for its net deferred tax assets, outside of the deferred tax liability related to the indefinite lived intangible, because the Company believes that it is not not For the three three March 31, 2023 and 2022, not 2018 2021 |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 9 – COMMITMENTS AND CONTINGENCIES There is no From time to time, the Company may not Firestorm Principals On August 19, 2019, three two no. 1:19 07767 February 28, 2020. 2020, On March 22, 2023, As a result of the settlement agreement, the Company recorded a reduction to notes payable, the related accrued interest and other assets and liabilities. The Company also cancelled warrants to purchase 631,254 shares of common stock, which were issued in connection with the acquisition of Firestorm. |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | NOTE 10 – STOCKHOLDERS ’ EQUITY 2023 On March 23, 2023, one five 2023 March 27, 2023. The Company entered into an engagement letter with H.C. Wainwright & Co., LLC to serve as exclusive placement agent, on a reasonable best-efforts basis, in connection with the offering. The Company paid the placement agent an aggregate cash fee equal to 7.5% 7.0% five 2023 In connection with the initial closing of the 2023 January 18, 2023, five 2023 The warrants issued with the 2023 not 480, Distinguishing Liabilities from Equity. The Company estimated the fair value of the warrants using the Black-Scholes pricing model. The use of the Black-Scholes pricing model requires the use of subjective assumptions, including the fair value and projected volatility of the underlying common stock and the expected term of the award. The fair value of each warrant granted has been estimated as of the date of the grant using the Black-Scholes pricing model with the following assumptions: Risk-free interest rate 3.42 % Expected term (in years) 5 Volatility 113 % Dividend yield 0 % Estimated annual forfeiture rate at the time of grant 0 % The Company treats the warrants as a debt discount, recorded as a contra-liability against the debt, and amortizes the balance over the life of the underlying debt as interest expense, net in the unaudited condensed consolidated statements of operations. At-the-Market Offering On February 24, 2022 , the Company entered into an At-the-Market Issuance Sales Agreement (the “2022 may $0.0001 2022 2022 For the three March 31, 2022, 2022 2022 In December 2022 2022 STS Acquisition In connection with the acquisition as described in NOTE 2 – ACQUISITIONS , the Company issued Warrants A summary of the warrant activity for the Company for the period ended March 31, 2023 is as follows: Series A Preferred Stock Warrants (1) Firestorm Warrants (2) Secure Education Warrants (3) 2018 Public Offering Warrants (4) 2023 Promissory Notes (5) 2023 Registered Direct Offering (6) Total Active warrants as of January 1, 2023 41,996 631,254 15,556 3,505 - - 692,311 Issued warrants - - - - 6,250,000 8,126,806 14,376,806 Exercised warrants - - - - - - - Expired warrants - - (15,556 ) - - - (15,556 ) Cancelled warrants - (631,254 ) - - - - (631,254 ) Outstanding warrants as of March 31, 2023 41,996 - - 3,505 6,250,000 8,126,806 14,422,307 Weighted average strike price of outstanding warrants as of March 31, 2023 $ 1.03 $ - $ - $ 1.00 $ 2.00 $ 1.46 $ 1.69 Intrinsic value of outstanding warrants as of March 31, 2023 $ 9,000 $ - $ - $ 1,000 $ - $ 965,000 $ 975,000 ( 1 As part of a Regulation A Offering in fiscal years 2016 2017, November 8, 2023. ( 2 As part of the acquisition of Firestorm on January 24, 2017, five five January 24, 2022. NOTE - 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. ( 5 On January 18, 2023, 2023 6,250,000 five $2.00 January 18, 2023 January 18, 2028. ( 6 On March 23, 2023, 2023 772,853 6,872,853 481,100 $1.455 one $0.001 one $1.8188 March 27, 2023 March 27, 2028. |
Note 11 - Equity Incentive Plan
Note 11 - Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 11 – EQUITY INCENTIVE PLAN In August 2017, 2017 “2017 2017 2017 October 2021, 2017 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, 2023 2022 was $0 and $28,000, respectively, and is presented, based on the awardees operating department, as general administrative, selling and marketing and research and development expenses in the unaudited condensed consolidated statements of operations. A summary of stock option activity under the Company’s 2017 March 31, 2023 is as follows: Number of Shares Subject to Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding Balance as of January 1, 2023 862,380 $ 1.27 5.29 $ 172,000 Exercised (18,333 ) 0.80 Forfeited - - Expired (15,913 ) 3.51 Outstanding balance as of March 31, 2023 828,134 $ 1.24 5.01 $ 185,000 Exercisable as of March 31, 2023 828,134 $ 1.24 5.01 $ 185,000 As of March 31, 2023 , there was $0 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, 2023 2022 was $1,112,000 and $1,872,000, respectively, and is presented, based on the awardees operating department, as general administrative, selling and marketing and research and development expenses in the unaudited condensed consolidated statements of operations. A summary of RSU activity under the Company’s 2017 three March 31, 2023 is as follows: Number of Shares Weighted Average Unit Price Weighted Average Remaining Contractual Term (Years) Outstanding balance as of January 1, 2023 1,940,260 $ 5.58 1.81 Granted 599,990 1.39 2.62 Vested (557,193 ) 5.14 0.86 Forfeited (84,829 ) 4.57 1.81 Outstanding balance as of March 31, 2023 1,898,228 $ 4.43 2.09 All RSUs granted vest upon the satisfaction of a service-based vesting condition. As of March 31, 2023 , there was $6,678,000 of unrecognized stock compensation expense related to unvested RSUs granted under the 2017 |
Note 12 - Loss Per Share
Note 12 - Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 (Dollars in thousands, except per share data) Basic and diluted loss per share Net loss from continuing operations $ (12,682 ) $ (12,673 ) Net income attributable to shareholders from discontinued operations - 72 Net loss attributable to shareholders $ (12,682 ) $ (12,601 ) Weighted average common shares outstanding - basic and diluted 54,680,048 44,087,911 Basic and diluted loss per share from continuing operations $ (0.23 ) $ (0.29 ) Basic and diluted earnings per share from discontinued operations - 0.00 Basic and diluted loss per share $ (0.23 ) $ (0.29 ) Common stock equivalents excluded due to the anti-dilutive effect 16,375,816 3,858,220 The exercise of the pre-funded warrants was determined to be virtually assured because the underlying common shares will be issued for little or no As the Company had a net loss for the three March 31, 2023 , the following 16,375,816 potentially dilutive securities were excluded from diluted loss per share: for outstanding warrants, less the 772,853 pre-funded warrants, related to outstanding options and related to outstanding RSUs. As the Company had a net loss for the three March 31, 2022 , |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 unaudited condensed consolidated financial statements have been reclassified to conform to the current year's presentation. Amortization related to the Company's right-of-use assets is presented as part of general and administrative expenses on the unaudited condensed consolidated statements of operations, whereas in prior periods these amounts were presented as part of depreciation and amortization on the unaudited condensed consolidated statements of operations. Additionally, as of December 31, 2022, three March 31, 2022, |
Liquidity [Policy Text Block] | Liquidity and Going Concern 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 and 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 sources of financing 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, 2023 , the Company had working capital from continuing operations of and a loss from continuing operations of . The Company’s cash increased by during the three March 31, 2023 , primarily due external financing related to the 2023 2023 . (see NOTE 7 DEBT and NOTE 10 STOCKHOLDERS ’ EQUITY for details on the 2023 2023 Based on the Company's current business plan assumptions and the expected cash burn rate, the Company believes that the existing cash is insufficient to fund operations for the next twelve The Company is actively monitoring its operations, the cash on hand and working capital. The Company is currently in the process of reviewing external financing options in order to sustain its operations. If additional financing is not |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill The excess purchase consideration over the fair value of acquired assets and liabilities is recorded as goodwill. 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 March 31, 2023 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, 2023 and December 31, 2022 March 31, 2023 and December 31, 2022 , given management’s evaluation of the instrument’s current rate compared to market rates of interest and other factors. The determination of fair value is based upon the fair value framework established by ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820” 820 three may Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 not Level 3 – Unobservable inputs that are supported by little or 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, 2023 . |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition The Company derives its revenues primarily from the licensing and sale of its roadway data and traffic management product and service offerings. These offerings include a mixture of data collection, implementation, engineering, customer support and maintenance services, as well as software and hardware. Revenue is recognized upon transfer of control of promised products and services to the Company’s customers, in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, five ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, performance obligations are satisfied The following table presents a summary of revenue (dollars in thousands): Three Months Ended March 31, 2023 2022 Recurring revenue $ 4,204 $ 1,695 Product and service revenue 1,981 1,280 Total revenue $ 6,185 $ 2,975 Revenues Recurring revenue Recurring revenue includes the Company’s SaaS revenue, subscription revenue, eCommerce revenue and customer support revenue. The Company generates recurring revenue from long-term contracts with customers that provide periodic payments and short-term contracts that are automatically invoiced on a monthly basis. The Company’s recurring revenue is generated by a combination of direct sales, partner-assisted sales, and eCommerce sales. Recurring revenues are generated through the Company’s Software-as-a-Service ("SaaS") model, where the Company provides customers with the right to access the Company’s software solutions for a fee. These services are made available to the customer continuously throughout the contractual period. However, the extent to which the customer uses the services may one five may The Company also currently receives recurring revenues under contracts entered into using a subscription model for data collection services and bundled hardware and software over a period. Payments for these services and subscriptions are received periodically over the term of the agreement and revenue is recognized ratably over the term of the agreement. In addition, some of our subscription revenue includes providing, through a web server, access to the Company’s software solutions, a self-managed database, and a cross-platform application programming interface. The subscription arrangements with these customers typically do not not eCommerce revenue is defined by the Company as revenue obtained through direct sales on the Company’s eCommerce platform. The Company’s eCommerce revenue generally includes subscriptions to the Company’s vehicle recognition software which can be purchased online and activated through a digital key. The Company's contracts with customers are generally for a term of one Customer support revenue is associated with perpetual licenses and long-term subscription arrangements and consists primarily of technical support and product updates. The Company’s customer support team is ready to provide these maintenance services, as needed, to the customer during the contract term. The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be available to them. As customer support is not Product and service revenue Product and service revenue is defined as the Company’s implementation revenue, perpetual license sales, hardware sales, engineering services and contactless compliance revenue. Implementation revenue is recognized when the Company provides implementation or construction services to its customers. These services, involve a fee for the implementation services and are typically associated with the sale of the Company’s data collection services, software and hardware. The Company’s implementation revenue is recognized over time as the implementation is completed. In addition to the recurring software sales, the Company will recognize revenue related to the sale of perpetual software licenses. The Company sells perpetual licenses that provide customers the right to use software for an indefinite period in exchange for a one The Company also generates revenue through the sale of hardware through its partner program and internal sales force distribution channels. The Company satisfies its performance obligation upon the transfer of control of hardware to its customers. The Company invoices end-user customers upon transfer of control of the hardware to its customers. The Company provides hardware installation services to customers which range from one six Contactless compliance revenues reflect arrangements to provide hardware systems and services that identify uninsured motor vehicles, notify owners of non-compliance through a diversion citation, and assist them in obtaining the required insurance as an alternative to traditional enforcement methods. Revenue is recognized monthly based on the number of diversion citations collected by the relevant jurisdiction. The Company also generates revenue through its engineering services. These services are provided at the request of its customers and the revenue related to these services is recognized over time as the service is completed. Revenue by Customer Type The following table presents a summary of revenue by customer type (dollars in thousands): Three Months Ended March 31, 2023 2022 Urban mobility $ 2,754 $ - Traffic management 719 708 Licensing and other revenue 2,712 2,267 Total revenue $ 6,185 $ 2,975 Urban mobility Urban mobility revenue consists of revenue derived from the Company's roadway data aggregation activities. These activities include the use of software applications that are part of the Rekor Discover™ platform, the primary application being Rekor’s count, class & speed application. The application fully automates the aggregation of Federal Highway Administration (“FHWA”) 13 June 2022. Traffic management Traffic management revenue is associated with the Rekor Command™ platform and the associated applications underneath the platform. These provide traffic operations and traffic management centers with support through actionable, real-time incident reports integrated into a cross-agency communication and response system. Revenue is generated through contracts that include an upfront as well as recurring component. Licensing and other revenue Licensing and other revenue consists of licensing of the Rekor Scout™ platform, licensing of Rekor CarCheck™ API, licensing of Rekor’s vehicle recognition software, as well as systems deployed for security, contactless compliance and public safety. Revenue is generated through recurring and perpetual license sales as well as one Performance obligations The Company contracts with customers in a variety of ways, including contracts that obligate the Company to provide services over time. Some contracts include performance obligations for several distinct services. For 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, 2023 , the Company had approximately $24,330,000 of remaining performance obligations not of this amount as revenue over the succeeding 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 $935,000 were included in accounts receivable, net, in the unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022 , respectively. Contract liabilities When the Company advance bills clients prior to providing services, generally such amounts will be earned and recognized in revenue within the next six five three March 31, 2023 were not March 31, 2023 and December 31, 2022 were and , respectively. During the three March 31, 2023 , $1,134,000 of the contract liabilities balance as of December 31, 2022 was recognized as revenue. The services due for contract liabilities described above are shown below as of March 31, 2023 (dollars in thousands): 2023, remaining $ 3,802 2024 1,048 2025 480 2026 186 2027 70 Thereafter 5 Total $ 5,591 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents, and Restricted Cash and Cash Equivalents The Company considers all highly liquid debt instruments to be cash equivalents. Cash subject to contractual restrictions and not estricted cash and cash equivalents for these client jurisdictions as of March 31, 2023 and December 31, 2022 were and , respectively, and correspond to equal amounts of related accounts payable and are presented as part of accounts payable and accrued expenses in the accompanying unaudited condensed consolidated balance sheets. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company deposits its temporary cash investments with highly rated financial institutions that are located in the United States and Israel. The United States deposits are federally insured up to $250,000 March 31, 2023 and December 31, 2022, and $2,178,000, respectively, in multiple U.S. financial institutions and one The Company had a concentration of revenue and accounts receivable from continuing operations related to its customer base. Customer A accounted for 13% and less than 10% of the Company’s unaudited condensed consolidated revenues for the three March 31, 2023 2022 , respectively. No 10% three March 31, 2023 2022 . As of March 31, 2023 , Customer B accounted for more than 14% of the unaudited condensed consolidated accounts receivable balance. As of December 31, 2022 , no 10% No 10% March 31, 2023 December 31, 2022 . |
Other Current Liabilities [Policy Text Block] | Accounts Payable, Accrued and Other Current Liabilities As of March 31, 2023 December 31, 2022, A summary of other current liabilities is as follows (in thousands): March 31, 2023 December 31, 2022 Payroll and payroll related $ 1,828 $ 2,483 Right of offset to restricted cash 373 243 Other 1 46 Total $ 2,202 $ 2,772 |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements Effective in the Current Period In June 2016, 2016 13 Financial Instruments-Credit Losses (Topic 326 (“ASU 2016 13” 2016 13 2016 13 December 15, 2022. 2016 13 2016 13 2016 13 not The Company does not not Additional significant accounting policies of the Company are also described in Note 1 10 December 31, 2022 . |
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, 2023 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended March 31, 2023 2022 Recurring revenue $ 4,204 $ 1,695 Product and service revenue 1,981 1,280 Total revenue $ 6,185 $ 2,975 Three Months Ended March 31, 2023 2022 Urban mobility $ 2,754 $ - Traffic management 719 708 Licensing and other revenue 2,712 2,267 Total revenue $ 6,185 $ 2,975 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | 2023, remaining $ 3,802 2024 1,048 2025 480 2026 186 2027 70 Thereafter 5 Total $ 5,591 |
Other Current Liabilities [Table Text Block] | March 31, 2023 December 31, 2022 Payroll and payroll related $ 1,828 $ 2,483 Right of offset to restricted cash 373 243 Other 1 46 Total $ 2,202 $ 2,772 |
Note 2 - Acquisitions (Tables)
Note 2 - Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended March 31, 2023 2022 (Dollars in thousands, except per share data) Total revenue from continuing operations $ 6,185 $ 5,581 Net loss from continuing operations $ (12,682 ) $ (13,159 ) Basic and diluted loss per share from continuing operations $ (0.23 ) $ (0.29 ) Basic and diluted number of shares 54,680,048 44,886,577 |
Note 4 - Supplemental Non Cas_2
Note 4 - Supplemental Non Cash Disclosures of Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Three Months Ended March 31, 2023 2022 Cash paid for interest $ 129 $ - Cash paid for taxes 4 5 Decrease in accounts payable and accrued expenses related to purchases of property and equipment (656 ) - Decrease in accounts payable and accrued expenses related to purchases of inventory (698 ) - Decease in deposits related to property and equipment received 116 - Financing activities: 2022 Promissory Notes exchanged for 2023 Promissory Notes - related party 1,000 - Warrants issued in connection with the 2023 Promissory Notes 1,640 - Warrants issued in connection with the 2023 Promissory Notes - related party 3,485 - New Leases under ASC-842: Recognition of operating lease - right-of-use lease asset - 3,485 Lease incentive recognized in current assets - 919 Recognition of operating lease - lease liability $ - $ (4,404 ) |
Note 5 - Operating Leases (Tabl
Note 5 - Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Assets and Liabilities, Lessee [Table Text Block] | Operating lease right-of-use lease assets $ 9,509 Current portion of lease liability $ 1,074 Long-term portion of lease liability 13,867 Total lease liability $ 14,941 Weighted average remaining lease term - operating leases (years) 9.22 Weighted average discount rate - operating leases 9.0 % 2023, remaining $ 1,776 2024 2,320 2025 2,295 2026 2,258 2027 2,302 Thereafter 11,159 Total lease payments $ 22,110 Less imputed interest 7,169 Maturities of lease liabilities $ 14,941 |
Note 6 - Intangible Assets an_2
Note 6 - Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Useful Life (in Years) December 31, 2022 Amortization March 31, 2023 Intangible assets subject to amortization Customer relationships 10 - 15 $ 3,581 $ (65 ) $ 3,516 Marketing related 5 684 (43 ) 641 Technology based 3 - 10 16,849 (863 ) 15,986 Internally capitalized software 3 185 (70 ) 115 Intangible assets subject to amortization $ 21,299 $ (1,041 ) $ 20,258 March 31, 2023 December 31, 2022 Customer relationships $ 3,861 $ 3,861 Marketing related 1,027 1,027 Technology based 24,107 24,107 Internally capitalized software 1,236 1,236 Total 30,231 30,231 Less: accumulated amortization (9,973 ) (8,932 ) Identifiable intangible assets from continuing operations, net $ 20,258 $ 21,299 |
Finite-Lived Intangible Assets Amortization Expense [Table Text Block] | 2023, remaining $ 3,024 2024 3,841 2025 3,832 2026 3,019 2027 2,744 Thereafter 3,798 Total $ 20,258 |
Note 7 - Debt (Tables)
Note 7 - Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Interest Expense on Debt [Table Text Block] | Three Months Ended March 31, 2023 2022 Contractual interest expense (income), net $ 317 $ 7 Amortization of debt discount 444 2 Total interest expense, net $ 761 $ 9 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | 2023, remaining $ 80 2024 1,073 2025 13,578 2026 83 2027 86 Thereafter 28 Total 14,928 Less unamortized debt discount (4,708 ) Total notes payable $ 10,220 |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | Risk-free interest rate 3.42 % Expected term (in years) 5 Volatility 113 % Dividend yield 0 % Estimated annual forfeiture rate at the time of grant 0 % |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Series A Preferred Stock Warrants (1) Firestorm Warrants (2) Secure Education Warrants (3) 2018 Public Offering Warrants (4) 2023 Promissory Notes (5) 2023 Registered Direct Offering (6) Total Active warrants as of January 1, 2023 41,996 631,254 15,556 3,505 - - 692,311 Issued warrants - - - - 6,250,000 8,126,806 14,376,806 Exercised warrants - - - - - - - Expired warrants - - (15,556 ) - - - (15,556 ) Cancelled warrants - (631,254 ) - - - - (631,254 ) Outstanding warrants as of March 31, 2023 41,996 - - 3,505 6,250,000 8,126,806 14,422,307 Weighted average strike price of outstanding warrants as of March 31, 2023 $ 1.03 $ - $ - $ 1.00 $ 2.00 $ 1.46 $ 1.69 Intrinsic value of outstanding warrants as of March 31, 2023 $ 9,000 $ - $ - $ 1,000 $ - $ 965,000 $ 975,000 |
Note 11 - Equity Incentive Pl_2
Note 11 - Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Number of Shares Subject to Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding Balance as of January 1, 2023 862,380 $ 1.27 5.29 $ 172,000 Exercised (18,333 ) 0.80 Forfeited - - Expired (15,913 ) 3.51 Outstanding balance as of March 31, 2023 828,134 $ 1.24 5.01 $ 185,000 Exercisable as of March 31, 2023 828,134 $ 1.24 5.01 $ 185,000 |
Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | Number of Shares Weighted Average Unit Price Weighted Average Remaining Contractual Term (Years) Outstanding balance as of January 1, 2023 1,940,260 $ 5.58 1.81 Granted 599,990 1.39 2.62 Vested (557,193 ) 5.14 0.86 Forfeited (84,829 ) 4.57 1.81 Outstanding balance as of March 31, 2023 1,898,228 $ 4.43 2.09 |
Note 12 - Loss Per Share (Table
Note 12 - Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2023 2022 (Dollars in thousands, except per share data) Basic and diluted loss per share Net loss from continuing operations $ (12,682 ) $ (12,673 ) Net income attributable to shareholders from discontinued operations - 72 Net loss attributable to shareholders $ (12,682 ) $ (12,601 ) Weighted average common shares outstanding - basic and diluted 54,680,048 44,087,911 Basic and diluted loss per share from continuing operations $ (0.23 ) $ (0.29 ) Basic and diluted earnings per share from discontinued operations - 0.00 Basic and diluted loss per share $ (0.23 ) $ (0.29 ) Common stock equivalents excluded due to the anti-dilutive effect 16,375,816 3,858,220 |
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 | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 17, 2022 | |
Working Capital (Deficit) | $ 6,974,000 | |||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | (12,682,000) | $ (12,673,000) | ||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 10,555,000 | (11,007,000) | ||
Revenue, Remaining Performance Obligation, Amount | 24,330,000 | |||
Unbilled Receivables, Current | 1,149,000 | $ 935,000 | ||
Contract with Customer, Liability | 5,591,000 | 4,049,000 | ||
Contract with Customer, Liability, Revenue Recognized | 1,134,000 | |||
Restricted Cash and Cash Equivalents | 378,000 | $ 616,000 | 254,000 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | 12,444,000 | 2,178,000 | ||
Related Party [Member] | ||||
Accounts Payable and Accrued Liabilities | $ 280,000 | $ 253,000 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer A [Member] | ||||
Concentration Risk, Percentage | 13% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer A [Member] | Maximum [Member] | ||||
Concentration Risk, Percentage | 10% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer B [Member] | ||||
Concentration Risk, Percentage | 14% | |||
Southern Traffic Services [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% |
Note 1 - General, Basis of Pr_4
Note 1 - General, Basis of Presentation, and Summary of Significant Accounting Policies 2 (Details Textual) | Mar. 31, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Percentage | 67% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Minimum [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | 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, 2023 | Mar. 31, 2022 | |
Revenue | $ 6,185 | $ 2,975 |
Recurring Revenue [Member] | ||
Revenue | 4,204 | 1,695 |
Urban Mobility [Member] | ||
Revenue | 2,754 | 0 |
Product and Service, Other [Member] | ||
Revenue | 1,981 | 1,280 |
Traffic Management [Member] | ||
Revenue | 719 | 708 |
License and Service [Member] | ||
Revenue | $ 2,712 | $ 2,267 |
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, 2023 USD ($) |
2023, remaining | $ 3,802 |
2024 | 1,048 |
2025 | 480 |
2026 | 186 |
2027 | 70 |
Thereafter | 5 |
Total | $ 5,591 |
Note 1 - General, Basis of Pr_7
Note 1 - General, Basis of Presentation and Summary of Significant Accounting Policies - Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payroll and payroll related | $ 1,828 | $ 2,483 |
Right of offset to restricted cash | 373 | 243 |
Other | 1 | 46 |
Total | $ 2,202 | $ 2,772 |
Note 2 - Acquisitions (Details
Note 2 - Acquisitions (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 17, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Goodwill | $ 20,593,000 | $ 20,593,000 | $ 20,593,000 | |
STS [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | |||
Business Combination, Consideration Transferred, Total | $ 12,799,000 | |||
Payments to Acquire Businesses, Gross | 6,500,000 | |||
Business Combination, Earnout Consideration | 1,001,000 | |||
Business Combination, Contingent Consideration, Liability, Total | $ 1,298,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 798,666 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,000,000 | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 2,000,000 | |||
Goodwill | 1,977,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 3,400,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Tradename | $ 700,000 | |||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | 2,000,000 | |||
Business Combination, Earnout Consideration, Fair Value | $ 1,001,000 | 1,001,000 | ||
STS [Member] | General and Administrative Expense [Member] | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 45,000 | |||
Business Combination, Gain From Remeasurement of Earnout | $ 1,001,000 |
Note 2 - Acquisitions - Pro For
Note 2 - Acquisitions - Pro Forma Information (Details) - STS [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total revenue from continuing operations | $ 6,185 | $ 5,581 |
Net loss from continuing operations | $ (12,682) | $ (13,159) |
Basic and diluted loss per share from continuing operations (in dollars per share) | $ (0.23) | $ (0.29) |
Basic and diluted number of shares (in shares) | 54,680,048 | 44,886,577 |
Note 3 - Investments (Details T
Note 3 - Investments (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2021 | Jun. 30, 2020 | Feb. 28, 2017 | |
Proceeds from Equity Method Investment, Distribution | $ 0 | $ 0 | |||||
Global Public Safety [Member] | |||||||
Equity Method Investment, Ownership Percentage | 19.90% | ||||||
Equity Securities without Readily Determinable Fair Value, Amount | 0 | 0 | |||||
Roker Inc. [Member] | |||||||
Equity Method Investment, Ownership Percentage | 50% | 50% | |||||
Equity Securities without Readily Determinable Fair Value, Amount | $ 0 | $ 0 | |||||
Payments to Acquire Equity Method Investments | $ 75,000 | $ 75,000 | |||||
Equity Method Investments | $ 150,000 | ||||||
Roker SAFE [Member] | |||||||
Equity Method Investments | $ 2,005,000 |
Note 4 - Supplemental Non Cas_3
Note 4 - Supplemental Non Cash Disclosures of Cash Flow Information - Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash paid for interest | $ 129 | $ 0 |
Cash paid for taxes | 4 | 5 |
Decrease in accounts payable and accrued expenses related to purchases of property and equipment | (656) | 0 |
Decrease in accounts payable and accrued expenses related to purchases of inventory | (698) | 0 |
Decease in deposits related to property and equipment received | 116 | 0 |
Recognition of operating lease - right-of-use lease asset | 0 | 3,485 |
Lease incentive recognized in current assets | 0 | 919 |
Recognition of operating lease - lease liability | 0 | (4,404) |
Warrants Issued With 2023 Promissory Notes [Member] | ||
Warrants issued | 1,640 | 0 |
Related Party [Member] | Warrants Issued With 2023 Promissory Notes [Member] | ||
Warrants issued | 3,485 | 0 |
The 2022 Promissory Notes Exchanged for 2023 Promissory Notes [Member] | Related Party [Member] | ||
2022 Promissory Notes exchanged for 2023 Promissory Notes - related party | $ 1,000 | $ 0 |
Note 5 - Operating Leases (Deta
Note 5 - Operating Leases (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Lease, Expense | $ 524,000 | $ 408,000 |
Operating Lease, Payments | $ 594,000 | 22,000 |
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) | 9 years |
Note 5 - Operating Leases - Sup
Note 5 - Operating Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Operating lease right-of-use lease assets | $ 9,509 | $ 9,662 |
Current portion of lease liability | 1,074 | 1,069 |
Long-term portion of lease liability | 13,867 | $ 14,237 |
Total lease liability | $ 14,941 | |
Weighted average remaining lease term - operating leases (years) (Year) | 9 years 2 months 19 days | |
Weighted average discount rate - operating leases | 9% | |
2023, remaining | $ 1,776 | |
2024 | 2,320 | |
2025 | 2,295 | |
2026 | 2,258 | |
2027 | 2,302 | |
Thereafter | 11,159 | |
Total lease payments | 22,110 | |
Less imputed interest | 7,169 | |
Maturities of lease liabilities | $ 14,941 |
Note 6 - Intangible Assets an_3
Note 6 - Intangible Assets and Goodwill (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Amortization of Intangible Assets | $ 1,041,000 | $ 983,000 |
Note 6 - Intangible Assets an_4
Note 6 - Intangible Assets and Goodwill - Summary of Intangible Assets (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Intangible assets subject to amortization from continuing operations | $ 21,299,000 | ||
Amortization | (1,041,000) | $ (983,000) | |
Intangible assets subject to amortization from continuing operations | 20,258,000 | ||
Intangible assets subject to amortization from continuing operations | (21,299,000) | ||
Identifiable intangible assets | 30,231,000 | $ 30,231,000 | |
Less: accumulated amortization | (9,973,000) | (8,932,000) | |
Identifiable intangible assets from continuing operations, net | 20,258,000 | 21,299,000 | |
Customer Relationships [Member] | |||
Intangible assets subject to amortization from continuing operations | 3,581,000 | ||
Amortization | (65,000) | ||
Intangible assets subject to amortization from continuing operations | 3,516,000 | ||
Intangible assets subject to amortization from continuing operations | (3,581,000) | ||
Identifiable intangible assets | 3,861,000 | 3,861,000 | |
Identifiable intangible assets from continuing operations, net | $ 3,516,000 | 3,581,000 | |
Customer Relationships [Member] | Minimum [Member] | |||
Finite lived intangible assets, useful life (Year) | 10 years | ||
Customer Relationships [Member] | Maximum [Member] | |||
Finite lived intangible assets, useful life (Year) | 15 years | ||
Marketing-Related Intangible Assets [Member] | |||
Finite lived intangible assets, useful life (Year) | 5 years | ||
Intangible assets subject to amortization from continuing operations | $ 684,000 | ||
Amortization | (43,000) | ||
Intangible assets subject to amortization from continuing operations | 641,000 | ||
Intangible assets subject to amortization from continuing operations | (684,000) | ||
Identifiable intangible assets | 1,027,000 | 1,027,000 | |
Identifiable intangible assets from continuing operations, net | 641,000 | 684,000 | |
Technology-Based Intangible Assets [Member] | |||
Intangible assets subject to amortization from continuing operations | 16,849,000 | ||
Amortization | (863,000) | ||
Intangible assets subject to amortization from continuing operations | 15,986,000 | ||
Intangible assets subject to amortization from continuing operations | (16,849,000) | ||
Identifiable intangible assets | 24,107,000 | 24,107,000 | |
Identifiable intangible assets from continuing operations, net | $ 15,986,000 | 16,849,000 | |
Technology-Based Intangible Assets [Member] | Minimum [Member] | |||
Finite lived intangible assets, useful life (Year) | 3 years | ||
Technology-Based Intangible Assets [Member] | Maximum [Member] | |||
Finite lived intangible assets, useful life (Year) | 10 years | ||
Computer Software, Intangible Asset [Member] | |||
Finite lived intangible assets, useful life (Year) | 3 years | ||
Intangible assets subject to amortization from continuing operations | $ 185,000 | ||
Amortization | (70,000) | ||
Intangible assets subject to amortization from continuing operations | 115,000 | ||
Intangible assets subject to amortization from continuing operations | (185,000) | ||
Identifiable intangible assets | 1,236,000 | 1,236,000 | |
Identifiable intangible assets from continuing operations, net | $ 115,000 | $ 185,000 |
Note 6 - Intangible Assets an_5
Note 6 - Intangible Assets and Goodwill - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
2023, remaining | $ 3,024 | |
2024 | 3,841 | |
2025 | 3,832 | |
2026 | 3,019 | |
2027 | 2,744 | |
Thereafter | 3,798 | |
Identifiable intangible assets from continuing operations, net | $ 20,258 | $ 21,299 |
Note 7 - Debt (Details Textual)
Note 7 - Debt (Details Textual) - USD ($) | Feb. 14, 2023 | Jan. 18, 2023 | Mar. 31, 2023 | Mar. 23, 2023 | Dec. 31, 2022 | Dec. 20, 2022 | Jun. 17, 2022 |
Long-Term Debt, Total | $ 10,220,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.69 | ||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Proceeds from Issuance of Private Placement | $ 12,500,000 | $ 12,500,000 | |||||
The 2023 Warrants [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2 | $ 2 | |||||
Class of Warrant of Right, Maximum Shares to be Issued (in shares) | 7,500,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 6,250,000 | ||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||
Chief Executive Officer [Member] | |||||||
Ownership Percentage | 10.51% | 10.30% | |||||
Chief Executive Officer and Executive Chairman [Member] | |||||||
Proceeds from Issuance of Private Placement | $ 2,000,000 | ||||||
Private Placement, Option for Additional Investment, Period (Month) | 6 months | ||||||
Private Placement, Option for Additional Investment | $ 2,500,000 | ||||||
Chief Executive Officer and Executive Chairman [Member] | The 2023 Warrants [Member] | |||||||
Private Placement, Option for Additional Investment, Warrants (in shares) | 1,250,000 | ||||||
Arctis Global Master Fund Limited [Member] | |||||||
Proceeds from Issuance of Private Placement | $ 6,500,000 | ||||||
STS Acquisition Notes [Member] | |||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3% | ||||||
Long-Term Debt, Total | $ 2,000,000 | ||||||
STS Acquisition Notes 1 [Member] | |||||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||||
The 2022 Promissory Notes [Member] | |||||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||||
The 2022 Promissory Notes [Member] | Related Party [Member] | |||||||
Debt Instrument, Face Amount | $ 400,000 | ||||||
The 2023 Notes [Member] | |||||||
Debt Instrument, Face Amount | $ 12,500,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||||||
Debt Instrument, Maximum Amount | $ 15,000,000 | ||||||
Debt Instrument, Default Interest Rate | 14% | ||||||
The 2023 Notes [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 120% | ||||||
The 2023 Notes [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 115% | ||||||
The 2023 Notes [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||
Debt Instrument, Redemption Price, Percentage | 110% | ||||||
The 2023 Notes [Member] | Chief Executive Officer and Executive Chairman [Member] | |||||||
Private Placement, Option for Additional Investment | $ 2,500,000 |
Note 7 - Debt - Interest Expens
Note 7 - Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Contractual interest expense (income), net | $ 317 | $ 7 |
Amortization of debt discount | 444 | 2 |
Total interest expense, net | $ 761 | $ 9 |
Note 7 - Debt - Schedule of Pri
Note 7 - Debt - Schedule of Principal Amounts Due of Debt (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
2023, remaining | $ 80 |
2024 | 1,073 |
2025 | 13,578 |
2026 | 83 |
2027 | 86 |
Thereafter | 28 |
Total | 14,928 |
Less unamortized debt discount | (4,708) |
Total notes payable | $ 10,220 |
Note 9 - Commitments and Cont_2
Note 9 - Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 22, 2023 | Mar. 31, 2023 | ||
Class of Warrant or Right, Canceled in Period (in shares) | 631,254 | ||
Firestorm Warrants [Member] | |||
Class of Warrant or Right, Canceled in Period (in shares) | 631,254 | 631,254 | [1] |
Litigation Case by the Firestorm Principals [Member] | |||
Litigation Settlement, Amount Awarded to Other Party | $ 175,000 | ||
[1]As part of the acquisition of Firestorm on January 24, 2017, the Company issued warrants to purchase 315,627 shares of its common stock, exercisable over a period of five years, at an exercise price of $2.5744 per share, and warrants to purchase 315,627 shares of its common stock, exercisable over a period of five years, at an exercise price of $3.6083 per share (the “Firestorm Warrants”). The expiration date of the Firestorm Warrants was January 24, 2022. As part of the settlement of the Firestorm litigation, these warrants were cancelled (see NOTE - 9 COMMITMENTS AND CONTINGENCIES). |
Note 10 - Stockholders' Equit_2
Note 10 - Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||
Mar. 27, 2023 | Mar. 23, 2023 | Jun. 17, 2022 | Feb. 24, 2022 | Feb. 24, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jan. 18, 2023 | Dec. 31, 2022 | Nov. 01, 2018 | Jan. 01, 2018 | Jan. 24, 2017 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.69 | ||||||||||||
Warrants and Rights Outstanding | $ 975,000 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 9,159,000 | $ 0 | |||||||||||
STS [Member] | |||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 798,666 | ||||||||||||
The Wainwright [Member] | |||||||||||||
Non-accountable Expenses | $ 75,000 | ||||||||||||
Clearing Fees | $ 16,000 | ||||||||||||
Prefunded Warrants [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 772,853 | ||||||||||||
Class of Warrant or Right, Price Per Share or Warrant (in shares) | 1.455 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.001 | ||||||||||||
The Common Warrants [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 6,872,853 | ||||||||||||
Class of Warrant or Right, Price Per Share or Warrant (in shares) | 1.454 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.60 | ||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||
The Placement Agent Warrants [Member] | The Wainwright [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 481,100 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.8188 | ||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||
Warrants Issued With 2023 Promissory Notes [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 6,250,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2 | [1] | $ 2 | ||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||
Warrants and Rights Outstanding | $ 0 | [1] | $ 5,125,000 | ||||||||||
Warrants Associated with Series A Preferred Stock [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.03 | ||||||||||||
Firestorm Warrants with Exercise Price of 2.5744 [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 315,627 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2.5744 | ||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||
Firestorm Warrants with Exercise Price of 3.6083 [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 315,627 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.6083 | ||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||
Secure Education Warrants, Exercise Price of 5.44 [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 33,333 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 5.44 | ||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||
Secure Education Warrants, Exercise Price of 6.53 [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 33,333 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 6.53 | ||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||
Underwriters Warrants [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 206,250 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1 | ||||||||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||||||||
The Purchase Agreement [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 6,100,000 | ||||||||||||
Proceeds from Issuance or Sale of Equity, Total | $ 10,000,000 | ||||||||||||
At-the-market Offering [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 728,452 | ||||||||||||
Payments of Stock Issuance Costs | $ 169,000 | $ 169,000 | |||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 4.67 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 0 | $ 3,134,000 | |||||||||||
At-the-market Offering [Member] | B. Riley Securities [Member] | |||||||||||||
At-the-market Offering, Maximum Offering Amount | $ 50,000,000 | $ 50,000,000 | |||||||||||
At-the-market Offering, Commission, Percentage of Gross Proceds | 3% | 3% | |||||||||||
Sales Commissions and Fees | $ 102,000 | ||||||||||||
[1]On January 18, 2023, in connection with the 2023 Promissory Notes, the Company issued the investors warrants to purchase 6,250,000 shares of its common stock, exercisable over a period of five years, at an exercise price of $2.00 per share. These warrants were exercisable commencing January 18, 2023 and expire on January 18, 2028. |
Note 10 - Stockholders' Equit_3
Note 10 - Stockholders' Equity - Valuation Assumptions (Details) - Warrants Issued With 2023 Promissory Notes [Member] | Jan. 18, 2023 |
Measurement Input, Risk Free Interest Rate [Member] | |
Warrants, measurement input | 0.0342 |
Measurement Input, Expected Term [Member] | |
Warrants, measurement input | 5 |
Measurement Input, Price Volatility [Member] | |
Warrants, measurement input | 1.13 |
Measurement Input, Expected Dividend Rate [Member] | |
Warrants, measurement input | 0 |
Annual Forfeiture Rate [Member] | |
Warrants, measurement input | 0 |
Note 10 - Stockholders' Equit_4
Note 10 - Stockholders' Equity - Summary of Warrant Activity (Details) - USD ($) | 3 Months Ended | ||||
Mar. 22, 2023 | Mar. 31, 2023 | Jan. 18, 2023 | |||
Active warrants as of January 1, 2023 (in shares) | 692,311 | ||||
Issued warrants (in shares) | 14,376,806 | ||||
Exercised warrants (in shares) | 0 | ||||
Expired warrants (in shares) | (15,556) | ||||
Cancelled warrants (in shares) | (631,254) | ||||
Outstanding warrants as of March 31, 2023 (in shares) | 14,422,307 | ||||
Weighted average strike price of outstanding warrants as of March 31, 2023 (in dollars per share) | $ 1.69 | ||||
Intrinsic value of outstanding warrants as of March 31, 2023 | $ 975,000 | ||||
Series A Preferred Stock Warrants [Member] | |||||
Active warrants as of January 1, 2023 (in shares) | [1] | 41,996 | |||
Issued warrants (in shares) | [1] | 0 | |||
Exercised warrants (in shares) | [1] | 0 | |||
Expired warrants (in shares) | [1] | 0 | |||
Cancelled warrants (in shares) | [1] | 0 | |||
Outstanding warrants as of March 31, 2023 (in shares) | [1] | 41,996 | |||
Weighted average strike price of outstanding warrants as of March 31, 2023 (in dollars per share) | [1] | $ 1.03 | |||
Intrinsic value of outstanding warrants as of March 31, 2023 | [1] | $ 9,000 | |||
Firestorm Warrants [Member] | |||||
Active warrants as of January 1, 2023 (in shares) | [2] | 631,254 | |||
Issued warrants (in shares) | [2] | 0 | |||
Exercised warrants (in shares) | [2] | 0 | |||
Expired warrants (in shares) | [2] | 0 | |||
Cancelled warrants (in shares) | (631,254) | (631,254) | [2] | ||
Outstanding warrants as of March 31, 2023 (in shares) | [2] | 0 | |||
Weighted average strike price of outstanding warrants as of March 31, 2023 (in dollars per share) | [2] | $ 0 | |||
Intrinsic value of outstanding warrants as of March 31, 2023 | [2] | $ 0 | |||
Secure Education Warrants [Member] | |||||
Active warrants as of January 1, 2023 (in shares) | [3] | 15,556 | |||
Issued warrants (in shares) | [3] | 0 | |||
Exercised warrants (in shares) | [3] | 0 | |||
Expired warrants (in shares) | [3] | (15,556) | |||
Cancelled warrants (in shares) | [3] | 0 | |||
Outstanding warrants as of March 31, 2023 (in shares) | [3] | 0 | |||
Weighted average strike price of outstanding warrants as of March 31, 2023 (in dollars per share) | [3] | $ 0 | |||
Intrinsic value of outstanding warrants as of March 31, 2023 | [3] | $ 0 | |||
The2018 Public Offering Warrants [Member] | |||||
Active warrants as of January 1, 2023 (in shares) | [4] | 3,505 | |||
Issued warrants (in shares) | [4] | 0 | |||
Exercised warrants (in shares) | [4] | 0 | |||
Expired warrants (in shares) | [4] | 0 | |||
Cancelled warrants (in shares) | [4] | 0 | |||
Outstanding warrants as of March 31, 2023 (in shares) | [4] | 3,505 | |||
Weighted average strike price of outstanding warrants as of March 31, 2023 (in dollars per share) | [4] | $ 1 | |||
Intrinsic value of outstanding warrants as of March 31, 2023 | [4] | $ 1,000 | |||
Warrants Issued With 2023 Promissory Notes [Member] | |||||
Active warrants as of January 1, 2023 (in shares) | [5] | 0 | |||
Issued warrants (in shares) | [5] | 6,250,000 | |||
Exercised warrants (in shares) | [5] | 0 | |||
Expired warrants (in shares) | [5] | 0 | |||
Cancelled warrants (in shares) | [5] | 0 | |||
Outstanding warrants as of March 31, 2023 (in shares) | [5] | 6,250,000 | |||
Weighted average strike price of outstanding warrants as of March 31, 2023 (in dollars per share) | $ 2 | [5] | $ 2 | ||
Intrinsic value of outstanding warrants as of March 31, 2023 | $ 0 | [5] | $ 5,125,000 | ||
The 2023 Registered Direct Offering Warrants [Member] | |||||
Active warrants as of January 1, 2023 (in shares) | [6] | 0 | |||
Issued warrants (in shares) | [6] | 8,126,806 | |||
Exercised warrants (in shares) | [6] | 0 | |||
Expired warrants (in shares) | [6] | 0 | |||
Cancelled warrants (in shares) | [6] | 0 | |||
Outstanding warrants as of March 31, 2023 (in shares) | [6] | 8,126,806 | |||
Weighted average strike price of outstanding warrants as of March 31, 2023 (in dollars per share) | [6] | $ 1.46 | |||
Intrinsic value of outstanding warrants as of March 31, 2023 | [6] | $ 965,000 | |||
[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 $2.5744 per share, and warrants to purchase 315,627 shares of its common stock, exercisable over a period of five years, at an exercise price of $3.6083 per share (the “Firestorm Warrants”). The expiration date of the Firestorm Warrants was January 24, 2022. As part of the settlement of the Firestorm litigation, these warrants were cancelled (see NOTE - 9 COMMITMENTS AND CONTINGENCIES).[3]Pursuant to the Company’s acquisition of Secure Education Consultants on January 1, 2018, the Company issued warrants to purchase 33,333 shares of its common stock, exercisable over a period of five years, at an exercise price of $5.44 per share, and warrants to purchase 33,333 shares of its common stock, exercisable over a period of five years, at an exercise price of $6.53 per share (the “Secure Education Warrants”). The expiration date of the Secure Education Warrants was January 1, 2023.[4]On November 1, 2018, in connection with an underwritten public offering of its common stock, the Company issued to the underwriters warrants to purchase 206,250 shares of its common stock (the “2018 Public Offering Warrants”), exercisable over a period of five years, at an exercise price of $1.00 per share. These warrants were exercisable commencing April 27, 2019 and expire on October 29, 2023.[5]On January 18, 2023, in connection with the 2023 Promissory Notes, the Company issued the investors warrants to purchase 6,250,000 shares of its common stock, exercisable over a period of five years, at an exercise price of $2.00 per share. These warrants were exercisable commencing January 18, 2023 and expire on January 18, 2028.[6]On March 23, 2023, in connection with the 2023 Register Direct Offering the Company issued (i) pre-funded warrants exercisable for up to an aggregate of 772,853 shares of common stock, (ii) warrants to purchase up to 6,872,853 shares of common stock, and (iii) warrants to the placement agent to purchase up to 481,100 shares of common stock. The exercise price per share of the warrants was $1.455 and each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.001 per share and will expire when exercised in full. Each warrant for the placement agent is exercisable for one share of common stock at an exercise price of $1.8188 per share. These warrants were exercisable commencing March 27, 2023 and expire on March 27, 2028. |
Note 11 - Equity Incentive Pl_3
Note 11 - Equity Incentive Plan (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Oct. 31, 2021 | Aug. 31, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | Aug. 31, 2021 | |
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 0 | ||||
The 2017 Equity Award Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 3,000,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized (in shares) | 4,368,733 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 3 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | ||||
The 2017 Equity Award Plan [Member] | Share-Based Payment Arrangement, Option [Member] | General and Administrative Expense [Member] | |||||
Share-Based Payment Arrangement, Expense | 0 | $ 28,000 | |||
The 2017 Equity Award Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Payment Arrangement, Expense | 1,112,000 | $ 1,872,000 | |||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 6,678,000 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 1 month 2 days |
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, 2023 | Dec. 31, 2022 | |
Outstanding balance, number of shares subject to option (in shares) | 862,380 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 1.27 | |
Outstanding, weighted average remaining contractual term (Year) | 5 years 3 days | 5 years 3 months 14 days |
Outstanding, aggregate intrinsic value | $ 185,000 | $ 172,000 |
Exercised, number of shares subject to option (in shares) | (18,333) | |
Exercised, weighted average exercise price (in dollars per share) | $ 0.80 | |
Forfeited, number of shares subject to option (in shares) | 0 | |
Forfeited, weighted average exercise price (in dollars per share) | $ 0 | |
Expired/Canceled, number of shares subject to option, (in shares) | (15,913) | |
Canceled/Expired, weighted average exercise price (in dollars per share) | $ 3.51 | |
Outstanding balance, number of shares subject to option (in shares) | 828,134 | 862,380 |
Outstanding, weighted average exercise price (in dollars per share) | $ 1.24 | $ 1.27 |
Exercisable, number of shares subject to option (in shares) | 828,134 | |
Exercisable as of March 31, 2023 (in dollars per share) | $ 1.24 | |
Exercisable, weighted average remaining contractual term (Year) | 5 years 3 days | |
Exercisable, aggregate intrinsic value | $ 185,000 |
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, 2023 | Dec. 31, 2022 | |
Outstanding balance, number of shares (in shares) | 1,940,260 | |
Outstanding balance, weighted average unit price (in dollars per share) | $ 5.58 | |
Outstanding, weighted average remaining contractual term (Year) | 2 years 1 month 2 days | 1 year 9 months 21 days |
Granted, number of shares (in shares) | 599,990 | |
Granted, weighted average unit price (in dollars per share) | $ 1.39 | |
Granted, weighted average remaining contractual term (Year) | 2 years 7 months 13 days | |
Vested, number of shares (in shares) | (557,193) | |
Vested, weighted average unit price (in dollars per share) | $ 5.14 | |
Forfeited, number of shares (in shares) | (84,829) | |
Forfeited, weighted average unit price (in dollars per share) | $ 4.57 | |
Outstanding balance, number of shares (in shares) | 1,898,228 | 1,940,260 |
Outstanding balance, weighted average unit price (in dollars per share) | $ 4.43 | $ 5.58 |
Note 12 - Loss Per Share (Detai
Note 12 - Loss Per Share (Details Textual) - shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Class of Warrant or Right, Outstanding (in shares) | 14,422,307 | 692,311 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 16,375,816 | 3,858,220 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 14,422,307 | 692,311 | |
Prefunded Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 772,853 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 828,134 | 996,865 | |
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 1,898,228 | 2,169,044 | |
Prefunded Warrants [Member] | |||
Class of Warrant or Right, Outstanding (in shares) | 772,853 |
Note 12 - Loss Per Share - Loss
Note 12 - Loss Per Share - Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net loss from continuing operations | $ (12,682,000) | $ (12,673,000) |
Net income attributable to shareholders from discontinued operations | 0 | 72,000 |
Net loss attributable to shareholders | $ (12,682,000) | $ (12,601,000) |
Basic and diluted (in shares) | 54,680,048 | 44,087,911 |
Loss per common share from continuing operations - basic and diluted (in dollars per share) | $ (0.23) | $ (0.29) |
Basic and diluted earnings per share from discontinued operations (in dollars per share) | 0 | 0 |
Basic and diluted loss per share (in dollars per share) | $ (0.23) | $ (0.29) |
Common stock equivalents excluded due to the anti-dilutive effect (in shares) | 16,375,816 | 3,858,220 |