| Schedule of Business Acquisitions, by Acquisition |
There were no acquisitions completed during the year ended December 31, 2022. A summary of business combinations completed during the year ended December 31, 2021 is as follows:
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Year Ended December 31, 2021 |
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UMBRLA, Inc. |
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People's California |
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SilverStreak Solutions |
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Total |
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| Cash Consideration |
$ |
— |
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$ |
24,000 |
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$ |
1,500 |
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$ |
25,500 |
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| Note Payable |
— |
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33,749 |
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4,500 |
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38,249 |
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| Liability for Holdback Shares |
6,465 |
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— |
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— |
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6,465 |
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| Equity Consideration - Common Stock |
52,929 |
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16,000 |
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2,500 |
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71,429 |
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| Equity Consideration - Options & Warrants |
20,428 |
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— |
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— |
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20,428 |
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| Less: Cash Transferred |
(1,290) |
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(994) |
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(25) |
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(2,309) |
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| Total Consideration |
$ |
78,532
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$ |
72,755
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$ |
8,475
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$ |
159,762
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| Assets Acquired: |
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| Accounts Receivable |
$ |
3,772 |
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$ |
— |
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$ |
— |
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$ |
3,772 |
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| Inventory |
6,532 |
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662 |
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214 |
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7,408 |
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| Prepaid Expenses & Other Assets |
1,543 |
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74 |
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6 |
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1,623 |
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| Notes Receivable |
750 |
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— |
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— |
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750 |
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| Property, Equipment and Leasehold Improvements |
1,450 |
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554 |
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257 |
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2,261 |
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| Right-of-Use Asset |
460 |
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2,105 |
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— |
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2,565 |
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| Intangible Assets |
71,890 |
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54,010 |
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161 |
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126,061 |
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| Other Long-Term Assets |
3 |
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— |
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— |
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3 |
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| Total Assets Acquired |
86,400 |
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57,405 |
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638 |
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144,443 |
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| Liabilities Assumed: |
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| Accounts Payable & Accrued Liabilities |
15,849 |
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2,586 |
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1,517 |
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19,952 |
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| Lease Liabilities |
460 |
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2,105 |
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— |
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2,565 |
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| Notes Payable |
5,470 |
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— |
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— |
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5,470 |
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| Deferred Tax Liabilities |
499 |
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954 |
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14 |
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1,467 |
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| Uncertain Tax Position / Taxes Payable |
1,806 |
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— |
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1,553 |
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3,359 |
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| Total Liabilities Assumed |
24,084 |
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5,645 |
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3,084 |
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32,813 |
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| Estimated Fair Value of Net Assets Acquired |
62,316 |
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51,760 |
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(2,446) |
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111,630 |
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| Estimated Goodwill |
$ |
16,216
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$ |
20,995
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$ |
10,921
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$ |
48,132
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Pro Forma Net Income (Loss) (1)
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$ |
(36,454) |
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Pro Forma Revenues (1)
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$ |
95,867 |
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(1) Supplemental information on an unaudited pro-forma basis is reflected as if the acquisitions had occurred on January 1, 2021, after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets. The unaudited pro-forma supplemental information is based on estimates and assumptions that the Company believes are reasonable. The supplemental unaudited pro-forma financial information is presented for comparative purposes only and is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisitions at the dates indicated, nor is it intended to project the future financial position or operating results of the Company as a result of the Purchase Agreement.
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