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Note 5 - Business Combination - Preliminary Purchase Price (Details) - Reflect Systems, Inc. [Member] - USD ($)
$ in Thousands
3 Months Ended
Nov. 12, 2021
Feb. 17, 2022
Cash consideration for Reflect stock $ 16,166 $ 16,664 [1]
Common stock issued to Reflect stockholders [2]   4,667
Total consideration   36,360
Vendor deposit with the Company $ 818 818 [3]
Cash acquired [4]   812
Net consideration transferred   34,730
Earnout Liability [Member]    
Liability [5]   10,862
Secured Promissory Note [Member]    
Liability [6]   2,500
Retention Bonus Plan [Member]    
Cash consideration for Retention Bonus Plan [7]   1,334
Common stock issued to Retention Bonus Plan [8]   $ 333
[1] Cash consideration for outstanding shares of Reflect capital stock per Merger Agreement.
[2] Company common stock issued in exchange for outstanding shares of Reflect capital stock per Merger Agreement
[3] 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.
[4] Represents the Reflect cash balance acquired at Closing.
[5] Represents an estimate of the fair value of the Guaranteed Consideration as of the Merger, which, if any, is payable on or after February 17, 2025 (subject to the Extension Option), in an amount by which the value of the CREX Shares on such anniversary is less than $19.20 per share, 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.
[6] The Secured Promissory Note accrued interest at 0.59% (the applicable federal rate at the time of issuance of the Secured Promissory Note) and required the Company and Reflect to collectively pay equal monthly principal installments of $104 on the fifteenth (15th) day of each month, commencing on March 15, 2022. On February 11, 2023, the Company and the Stockholders’ Representative executed an amendment (the “Note Amendment”) to the Secured Promissory Note. The Note Amendment eliminated the balloon payment, extending the maturity date for a one-year period, to February 17, 2024. During the extended period, the Company will continue to make monthly principal payments of $104, and the annual interest rate onthe outstanding principal increased from 0.59% to 4.60%, which will accrue and is payable in full on the new maturity date.
[7] Cash consideration utilized to fund the Retention Bonus Plan per Merger Agreement.
[8] Company common stock issued to fund the Retention Bonus Plan per Merger Agreement