BUSINESS COMBINATION

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATION

NOTE 4 – BUSINESS COMBINATION

PeriShip LLC

On April 22, 2022, we acquired, through our wholly owned subsidiary PeriShip Global, the business and certain assets of PeriShip, LLC (“PeriShip”), a service provider of value-added time and temperature sensitive package management.  PeriShip Global provides shipping logistics services utilizing its proprietary predictive analytics software and supporting call center services.  Using its proprietary IT platform, the Company provides real-time information and analysis to mitigate supply chain flow interruption, delivering last-mile resolution for key markets, including the perishable healthcare and food industries. The purchase price was $10.5 million which consisted of $7.5 million in cash paid at closing, a promissory note of $2.0 million with a fixed interest rate of 6% per annum on the unpaid principal balance, to be paid in three installments on the sixth, fifteenth, and eighteenth month anniversaries of the closing, and 305,473 shares of common stock of the Company, representing $1.0 million in stock consideration. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the Company. All of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired PeriShip business is included in the PeriShip Global segment and the results of its operations have been included in the consolidated financial statements beginning April 22, 2022. 

The following table summarizes the purchase price allocation for the acquisition (dollars in thousands).

Cash	7,500
Promissory note	2,000
Stock (issuance of 305,473 shares of common stock) (a)	974
Total purchase price	10,474
			Amortization
			Period
Purchase price allocation:
Accounts receivable, net	836
Prepaid expenses	5
Developed Technology	3,120			6 years
Trade Names/Trademarks	1,096			13 years
Customer Relationships	1,923			10 years
Non-Compete Agreement	41			1 year
Property and Equipment, net	193
Goodwill	4,092
Accounts payable and other accrued expenses	(832	)
	10,474

^(a)Stock issued was calculated based on the 15 days prior to April 22, 2022, volume-weighted average price (“VWAP”) calculated at $3.2736

Unaudited Pro forma Financial Information

The following unaudited proforma financial information presents the combined results of operations of the Company and gives effect to the acquisition discussed above for the three and six months ended June 30, 2022, as if the acquisition had occurred as of the beginning of the first period presented instead of on April 22, 2022,

The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized if the acquisition had been completed on January 1, 2021, nor does it purport to project the results of operations of the combined company in future periods. The pro forma financial information does not give effect to any anticipated integration costs related to the acquired company during the periods presented.

The below table summarizes proforma financial information for the Company, and the acquired PeriShip business, assuming the acquisition date of Periship occurred on January 1, 2021 (dollars in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
Description	2022			2021			2022			2021
Revenues	$	5,343		$	4,806		$	10,479		$	12,178
Net loss	$	(12,499	)	$	(456	)	$	(13,847	)	$	(1,457	)