Business Combinations (Tables)

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Schedule of Fair Value Purchase Consideration

The following table summarizes the fair value of purchase consideration to acquire Smarteq:

Fair value of purchase consideration
Cash	$	6,785
Working capital adjustment		(5	)
Total purchase consideration	$	6,780

Schedule of Fair Value Recognized Identified Assets Acquired and Liabilities Assumed

The following is an allocation of the purchase price as of the April 30, 2021 closing date based upon the fair value of the assets acquired and liabilities assumed by the Company in the acquisition:

Purchase Price Allocation:
Cash	$	503
Accounts receivable		1,415
Prepaid expenses and other assets		109
Inventories		1,286
Right of use assets		232
Property and equipment		131
Intangible assets		1,983
Accounts payable		(981	)
Accrued liabilities		(837	)
Lease liabilities - short-term		(102	)
Lease liabilities - long-term		(112	)
Debt		(91	)
Identifiable assets acquired	$	3,536
Goodwill		3,244
Total purchase price	$	6,780

Schedule of Intangible Assets Acquired and Expected Lives for Finite-Lived Intangible Assets

The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:

Finite-lived assets:
Customer relationships	$	787
Trade names		639
Technology		438
Other intangible assets		119
	$	1,983

Intangible Assets:	Useful Life
Customer relationships	5 years
Trade names	5 years
Technology	5 years
Other intangible assets	.5 to 5 years

Supplemental Proforma Financial Information

The following unaudited pro forma financial information presents the combined results of operations for each of the periods presented as if the Smarteq acquisition had occurred as of January 1, 2021:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net Revenue - pro forma combined	$	25,988	$	22,411	$	73,506	$	64,517
Net Income - pro forma combined		1,972		797		905		493
Weighted Average Shares:
Basic		18,166		17,945		18,099		18,078
Diluted		18,187		17,962		18,214		18,078
Net Income (Loss) per Share:
Basic	$	0.11	$	0.04	$	0.05	$	0.03
Diluted	$	0.11	$	0.04	$	0.05	$	0.03

The following adjustments were included in the unaudited pro forma combined net revenues:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net Revenue	$	25,988	$	22,411	$	73,506	$	61,799
Add: Net Revenue - acquired business		0		0		0		2,718
Net Revenue - pro forma combined	$	25,988	$	22,411	$	73,506	$	64,517

The following adjustments were included in the unaudited pro forma combined net income (loss):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2022		2021			2022		2021
Net Income (Loss)	$	1,972	$	664		$	819	$	(167	)
Add: Results of operations of acquired business		0		0			0		183
Less: pro forma adjustments
Amortization of intangibles		0		3			0		(226	)
Inventory fair value adjustments		0		133			0		416
Acquisition related expenses		0		0			86		304
Interest income		0		(3	)		0		(17	)
Net Income - pro forma combined	$	1,972	$	797		$	905	$	493