Acquisitions and Business Combinations (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Summary of the Preliminary Purchase Price Allocation Finalized for the NECC Acquisition

The following tables present the preliminary purchase price allocation for the NECC Merger:

Cash consideration	$	25,000
Note to seller	2,000
Equity consideration - common stock	18,200
Total Purchase Price	$	45,200

Description	Fair value
Assets acquired:
Cash	$	2
Inventory	213
Prepaid assets	2
Property, plant, and equipment	16,000
Intangible asset - licenses	18,000
Total assets acquired	$	34,217
Liabilities assumed:
Accounts payable	800
Total liabilities assumed	$	800
Estimated fair value of net assets acquired	$	33,417
Estimated Goodwill	$	11,783

The following tables present the preliminary purchase price allocation for the Island Merger:

Note to seller	$	10,000
Equity consideration - common stock	6,245
Equity consideration - warrants	732
Total Purchase Price	$	16,977

Description	Fair value
Assets acquired:
Cash	$	458
Accounts receivable	511
Inventory	3,072
Prepaid expenses and other current assets	424
Property and equipment, net	2,214
Operating lease - right of use asset	10,227
Intangible assets	11,300
Total assets acquired	$	28,206
Liabilities assumed:
Accounts payable	$	1,356
Accrued expenses and other liabilities	2,566
Contract liabilities	3,535
Lease liabilities	10,227
Total liabilities assumed	17,684
Estimated fair value of net assets acquired	$	10,522
Estimated Goodwill	$	6,455

Summary of Asset Acquisition

Share Consideration	$	2,100
Transaction Costs	6
Total Purchase Price	$	2,106

The allocation of the asset acquisition cost is detailed below:

Description	Fair Value
Assets acquired:
Accounts receivable	$	508
Inventory	534
Equipment	142
Intangible assets - tradenames	922
Total assets acquired	$	2,106

Summary of Pro Forma Information

The unaudited pro forma financial information for the Company including NECC and Island is as follows:

	For the For the Three Months Ended September 30,
	2022				2021
	Reported		Proforma		Reported		Proforma
Revenues	$	32,474	$	32,474	$	25,941	$	28,238
(Loss) income from operations	517		517		(924)		(2,603)
Net loss	$	(8,601)	$	(8,601)	$	(4,594)	$	(8,103)
Basic and diluted earning (loss) per share	$	(0.01)	$	(0.01)	$	(0.01)	$	(0.01)

	For the For the Nine Months Ended September 30,
	2022				2021
	Reported		Proforma		Reported		Proforma
Revenues	$	86,961	$	88,689	$	76,032	$	81,524
(Loss) income from operations	(4,823)		(5,875)		97		(5,093)
Net loss	$	(21,041)	$	(27,235)	$	(21,896)	$	(28,916)
Basic and diluted earning (loss) per share	$	(0.03)	$	(0.04)	$	(0.04)	$	(0.05)