BUSINESS COMBINATION (Tables)

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Schedule of Allocation of Plan Assets

The relief-from-royalty method, an income approach, was

utilized to estimate the fair value of OneQor’s trade name. The following table summarizes the preliminary allocation of the purchase price:

	(in thousands)
Assets acquired
Accounts receivable	$	51
Inventory	81
Prepaid expenses	241
Property, plant and equipment	80
Customer relationships	3,070
Trade name	690
Goodwill	6,763
Other long-term assets	260
Total Assets acquired	$	11,237
Liabilities assumed
Accounts payable and accrued expenses	$	1,481
Deferred income	300
Short-term debt	100
Long-term lease liabilities	108
Total liabilities assumed	$	1,990

The following table summarizes the preliminary allocation of the purchase price (in thousands):

	(in thousands)
Assets acquired
Accounts receivable	3,772
Inventory	6,532
Prepaid & other current assets	1,543
Fixed assets	1,450
Notes receivable	750
Other long-term assets	3
Right-of-use asset	460
Trade name	31,130
Licenses	40,760
Goodwill	16,216
Total assets acquired	$	102,617
Liabilities assumed
Accounts payable/accrued expenses	$	15,849
Short-term lease liability	118
Long-term lease liability	342
Short-term debt	4,796
Long-term debt	674
Deferred tax liability	499
Uncertain Tax Position	1,806
Total liabilities assumed	$	24,084

The following table summarizes the preliminary allocation of the purchase price:

Assets acquired	(in thousands)
Inventory	662
Prepaids	74
Fixed Assets	554
Right-of-use asset	2,105
Trade name	4,500
Licenses	49,510
Goodwill	20,995
Total assets acquired	$	78,400
Liabilities assumed
Accounts Payable/Accruals	$	2,586
Short-term lease liability	540
Long-term lease liability	1,565
Deferred tax liabilities	4,775
Total liabilities assumed	$	9,466

The following table summarizes the preliminary allocation of the purchase price:

Assets acquired	(in thousands)
Inventory	215
Prepaid expenses	6
Fixed assets	257
Licenses	161
Goodwill	10,921
Total assets acquired	$	11,561
Liabilities assumed
Accounts payable and accrued expenses	$	1,517
Deferred taxes	14
Taxes payable	1,553
Total liabilities assumed	$	3,084

The Components Of The Purchase Price

The fair value of the components of the purchase price is summarized below (in thousands):

Purchase Price (in thousands):
Stock	$	52,929
Liability for holdback shares	6,465
Stock options assumed	9,695
Warrants assumed	10,733
Less: cash transferred	(1,290)
Total consideration	78,532

The preliminary valuation of the Target was based on the purchase price described below (in thousands):

Purchase Price (in thousands):
Cash	$	24,000
Note payable	$	33,749
Common stock	$	16,000
Less: cash transferred	$	(994)
Total consideration	$	72,755

The fair value of the components of the purchase price is summarized below (in thousands):

Purchase Price (in thousands):
Cash	$	1,500
Note payable	4,500
Common stock	2,500
Less: cash transferred	(24)
Total consideration	$	8,476

Business Acquisition, Pro Forma Information

	For the Year Ended
	12/31/2021		12/31/2020
Pro-forma revenues	$	95,867	$	88,078
Pro-forma net loss from continuing operations	(36,454)		(1,077)