XML 51 R39.htm IDEA: XBRL DOCUMENT v3.22.2.2
Business Combination (Details) - Schedule of preliminary purchase price of reflect
$ in Thousands
 6 Months Ended
Jun. 30, 2022
USD ($)
Schedule of preliminary purchase price of reflect [Abstract]  
Cash consideration for Reflect stock $ 16,664 [1]
Cash consideration for Retention Bonus Plan 1,334 [2]
Common stock issued to Reflect shareholders 4,667 [3]
Common stock issued to Retention Bonus Plan 333 [4]
Secured Promissory Note 2,500 [5]
Earnout liability 10,862 [6]
Total consideration 36,360
Vendor deposit with the Company (818) [7]
Cash acquired (812) [8]
Net consideration transferred $ 34,730
[1] Cash consideration for outstanding shares of Reflect capital stock per Merger Agreement.
[2] Cash consideration utilized to fund the Retention Bonus Plan per Merger Agreement.
[3] Company common stock issued in exchange for outstanding shares of Reflect capital stock per Merger Agreement.
[4] Company common stock issued to fund the Retention Bonus Plan per Merger Agreement.
[5] The Secured Promissory Note accrues interest at 0.59% (the applicable federal rate) and requires the Company and Reflect to pay equal monthly principal installments of $104 on the fifteenth (15th) day of each month, commencing on March 15, 2022. Any remaining or unpaid principal shall be due and payable on February 17, 2023.
[6] Represents an estimate of the fair value of the Guaranteed Consideration as of the Merger, which, if any, is payable on or after the three-year anniversary of the effective time of the Merger (subject to the Extension Option), in an amount by which the value of the CREX Shares on such anniversary is less than $6.40 per share, or if certain customers of Reflect collectively achieve over 85,000 billable devices online at any time on or before December 31, 2022, is less than $7.20 per share (such applicable amount, the “Guaranteed Price”), multiplied by the amount of CREX Shares held by the Reflect stockholders on the Guarantee Date (subject to the Extension Option), subject to the terms of the Merger Agreement. During the three months ended June 30, 2022, the Company’s third party specialist completed valuation of this contingent liability as of the opening balance sheet date, resulting in a measurement period adjustment recorded to increase goodwill and the contingent liability as of February 17, 2022 by $5,262.
[7] Represents the Reflect cash balance acquired at Closing.
[8] Prior to the Merger, Reflect had engaged the Company on a project and paid the Company a deposit of $818. These amounts reduced consideration paid by the Company in accordance with ASC 805.