Business Combinations (Tables)

3 Months Ended

Mar. 31, 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 an estimate of 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 March 31,
	2022			2021
Net Revenue - pro forma combined	$	22,542		$	19,564
Net Loss - pro forma combined		(1,478	)		(856	)
Weighted Average Shares:
Basic		17,972			18,070
Diluted		17,972			18,070
Net Loss per Share:
Basic	$	(0.08	)	$	(0.05	)
Diluted	$	(0.08	)	$	(0.05	)

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

	Three Months Ended March 31,
	2021
Net Revenue	$	17,707
Add: Net Revenue - acquired business		1,857
Net Revenue - pro forma combined	$	19,564

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

	Three Months Ended March 31,
	2022			2021
Net Loss	$	(1,564	)	$	(662	)
Add: Results of operations of acquired business		0		$	95
Less: pro forma adjustments
Amortization of intangibles		0			(32	)
Inventory fair value adjustments		0			(250	)
Acquisition related expenses		86			0
Interest income		0			(7	)
Net Loss - pro forma combined	$	(1,478	)	$	(856	)