XML 36 R48.htm IDEA: XBRL DOCUMENT v3.20.1
Business Combination (Details Textual)
$ in Thousands
1 Months Ended 12 Months Ended
May 10, 2019
Feb. 20, 2020
Nov. 20, 2018
USD ($)
Members
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Accrued expenses       $ 535  
Long term seller note payable       3,757 $ 3,233
Direct transaction costs         710
Incremental interest expenses         $ 9
Allure Global Solutions, Inc. [Member]          
Purchase agreement, description     Pursuant to the Stock Purchase Agreement, the total purchase price was $8,450, which was primarily funded using cash from the Company’s public offering closed on November 19, 2018.    
Retention bonus due     $ 1,250    
Number of members | Members     2    
Retention bonus due percentage, description     30% due in November 2018 and 70% due in November 2019. The fair value of the payable as of the acquisition date was deemed to be $1,021.    
Estimated net working capital deficit       801  
Accounts payable to seller for outsourced services       1,403  
Fair value of the earnout liability [1]       $ 250  
Cash flow projections discounted percent     26.00%    
Fair value of property, plant and equipment     $ 177    
Promissory note accruing interest percent     3.50% 3.50%  
Maturity date   Feb. 20, 2020      
Allure Global Solutions, Inc. [Member] | Minimum [Member]          
Identifiable intangible assets weighted average lives     3 years    
Allure Global Solutions, Inc. [Member] | Maximum [Member]          
Identifiable intangible assets weighted average lives     15 years    
Settlement agreement [Member]          
Purchase agreement, description       The fair value of the earnout liability was initially determined to be $250 at the time of acquisition but has since been adjusted to $0, resulting in a gain on reversal of earnout liability of $250 in the fourth quarter of 2019. We currently do not expect to owe any amount of additional consideration to Seller and no liability has been recorded in the Consolidated Financial Statements for this contingent liability as of December 31, 2019. We utilized a third-party valuation specialist to assist in evaluating this liability as of the opening balance sheet date. Should revenues from Allure customers exceed $13,000 during 2020, the $2,000 liability generated would be recorded through the Company's statement of operations.  
Estimated net working capital deficit       $ 398  
Business combination settled via cash, description We reached a settlement agreement with Seller on, among other things, the final net working capital as of the acquisition date resulting in (i) a payment to us from Seller in the amount of $210, and (ii) a reduction of the amount due under the Amended and Restated Seller Note of $168 of cash collected by the Company which had been previously designated for payment on the Amended and Restated Seller Note but was not ultimately remitted to the Seller and (b) $20 of unpaid accrued interest. In addition to this net working capital settlement, Seller accepted collection risk for one acquired receivable in the amount of $666, which was net settled through the Amended and Restated Seller Note. As a result, our consolidated balance sheet reflects a reduction in both accounts receivable and the Amended and Restated Seller Note of $666. The outstanding principal balance of the Amended and Restated Seller Note as of December 31, 2019 is $1,637.        
Outstanding principal balance       1,637  
Contemplates additional consideration       2,000  
Acquiree revenue exceed       13,000  
Fair value of earnout liability       $ 250  
Seller Agreement [Member]          
Business combination settled via cash, description       At the closing date, the estimated net working capital deficit of Allure was $801 in excess of the target net working capital as defined in the stock purchase agreement. As of the acquisition date, Allure also had accounts payable to Seller for outsourced services of $2,204. We agreed with the Seller to settle the estimated net working capital deficit through a reduction in the accounts payable to Seller as of the acquisition date and to further amend the Seller Note to include the remaining $1,403 accounts payable due from Allure to Seller. The Seller Note thereby increased from $900 per the Stock Purchase Agreement to $2,303 at the opening balance sheet. That debt is represented by our issuance to the Seller of a promissory note accruing interest at 3.5% per annum.  
[1] The Stock Purchase Agreement contemplates additional consideration or $2,000 to be paid by us to Seller in the event that acquiree revenue exceeds $13,000, as defined in the underlying agreement. The fair value of the earnout liability was initially determined to be $250 at the time of acquisition but has since been adjusted to $0, resulting in a gain on reversal of earnout liability of $250 in the fourth quarter of 2019. We currently do not expect to owe any amount of additional consideration to Seller and no liability has been recorded in the Consolidated Financial Statements for this contingent liability as of December 31, 2019. We utilized a third-party valuation specialist to assist in evaluating this liability as of the opening balance sheet date. Should revenues from Allure customers exceed $13,000 during 2020, the $2,000 liability generated would be recorded through the Company's statement of operations.