Business Combinations (Table)

6 Months Ended

Jun. 30, 2021

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 a preliminary estimate of the fair value of the assets acquired and liabilities assumed by the Company in the acquisition:

Preliminary Purchase Price Allocation:
Cash	$	503
Accounts receivable		1,429
Prepaid expenses and other assets		80
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	$	3,521
Goodwill		3,259
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
Non-compete covenant		69
Exclusive-right		44
Backlog		6
	$	1,983

Intangible Assets:	Useful Life
Customer relationships	5 years
Trade names	5 years
Technology	5 years
Covenants to non-compete	3 years
Exclusive-right	5 years
Backlog	less than 1 year

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, 2020:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021			2020
Net Revenue - pro forma combined	$	22,558	$	22,754	$	42,106		$	41,829
Net Income (Loss)  - pro forma combined		285		693		(169	)		(527	)
Weighted Average Shares:
Basic		18,241		18,159		18,158			18,180
Diluted		18,241		18,214		18,158			18,180
Net Income (Loss) per Share:
Basic	$	0.02	$	0.04	$	(0.01	)	$	(0.03	)
Diluted	$	0.02	$	0.04	$	(0.01	)	$	(0.03	)

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net Revenue	$	21,681	$	19,842	$	39,388	$	37,348
Add: Net Revenue - acquired business		877		2,912		2,718		4,481
Net Revenue - pro forma combined	$	22,558	$	22,754	$	42,106	$	41,829

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net Income (Loss)	$	(169	)	$	1,192		$	(831	)	$	504
Add: Results of operations of acquired business		88		$	(147	)		183			(79	)
Less: pro forma adjustments
Amortization of intangibles		(31	)		(130	)		(94	)		(187	)
Inventory fair value adjustments		283			(213	)		283			(427	)
Acquisition related expenses		121			0			304			(304	)
Interest (expense) income		(7	)		(9	)		(14	)		(34	)
Net Income (Loss) - pro forma combined	$	285		$	693		$	(169	)	$	(527	)