Rekor Systems, Inc. Goodwill & Intangibles Disclosure
NOTE 8 – INTANGIBLE ASSETS
Goodwill
There were no changes to goodwill during the year ended December 31, 2025. The following summarizes the change in goodwill from December 31, 2023 to December 31, 2025 (in thousands):
| December 31, 2023 | ATD Acquisition | Impairment | December 31, 2024 | Impairment | December 31, 2025 | |||||||||||||||||||
| Goodwill | $ | 20,593 | $ | 3,720 | $ | - | $ | 24,313 | $ | - | $ | 24,313 | ||||||||||||
Intangible Assets Subject to Amortization
The following summarizes the changes in intangible assets, net of accumulated amortization and impairment, from December 31, 2023 to December 31, 2025 (dollars in thousands):
| December 31, 2023 | Additions | Amortization | Impairment | December 31, 2024 | Additions | Amortization | Impairment | December 31, 2025 | ||||||||||||||||||||||||||||
| Intangible assets subject to amortization | ||||||||||||||||||||||||||||||||||||
| Customer relationships | $ | 3,321 | $ | 11,900 | $ | (1,054 | ) | $ | (227 | ) | $ | 13,940 | $ | - | $ | (1,020 | ) | $ | - | $ | 12,920 | |||||||||||||||
| Marketing related | 499 | 200 | (189 | ) | - | 510 | - | (180 | ) | - | 330 | |||||||||||||||||||||||||
| Technology based | 13,419 | - | (3,432 | ) | (9,987 | ) | - | - | - | - | - | |||||||||||||||||||||||||
| Intangible assets subject to amortization | $ | 17,239 | $ | 12,100 | $ | (4,675 | ) | $ | (10,214 | ) | $ | 14,450 | $ | - | $ | (1,200 | ) | $ | - | $ | 13,250 | |||||||||||||||
During the fourth quarter of 2024, as a result of sales performance being below expectation in part due to slower customer adoption, longer sales cycles and market conditions, the Company identified a triggering event and performed an analysis of its intangible assets. As a result of the forementioned factors and their potential future impact, the Company recognized an impairment charge of $10,214,000 as of December 31, 2024. The impairment charges were recorded in in the consolidated statement of operations. No impairment charges were recognized during 2025.
The estimates of future cash flows used in determining the fair value of intangible assets involve significant management judgment and are based upon assumptions about expected future operating performance, economic conditions, market conditions and cost of capital. Inherent in estimating the future cash flows are uncertainties beyond our control, such as changes in capital markets. The actual cash flows could differ materially from management’s estimates due to changes in business conditions, operating performance and economic conditions.
The following provides a breakdown of identifiable intangible assets as of December 31, 2025 and 2024 (dollars in thousands):
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Customer relationships | $ | 15,300 | $ | 15,300 | ||||
| Marketing related | 900 | 900 | ||||||
| Total | 16,200 | 16,200 | ||||||
| Less: accumulated amortization | (2,950 | ) | (1,750 | ) | ||||
| Identifiable intangible assets, net | $ | 13,250 | $ | 14,450 | ||||
These intangible assets are being amortized on a straight-line basis over their weighted average remaining estimated useful life of 12.4 years. Amortization expense for the year ended December 31, 2025 and 2024 was $1,200,000 and $4,675,000, respectively, and is presented as part of depreciation and amortization in the accompanying consolidated statements of operations.
As of December 31, 2025, the estimated annual amortization expense for each of the next five fiscal years and thereafter is as follows (dollars in thousands):
| 2026 | $ | 1,200 | ||
| 2027 | 1,130 | |||
| 2028 | 1,060 | |||
| 2029 | 1,020 | |||
| 2030 | 1,020 | |||
| Thereafter | 7,820 | |||
| Total | $ | 13,250 |
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2021 | Mar 31, 2022 | |
| 2020 | Mar 12, 2021 | |
| 2019 | Mar 30, 2020 | |
| 2018 | Apr 11, 2019 | |
| 2017 | Apr 12, 2018 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.