SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION |
A
summary of the total consideration is as follows:
SUMMARY
OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION
medSR
Purchase Price
|
|
($ in thousands) |
|
Cash |
|
$ |
12,261 |
|
Amounts held in escrow |
|
|
1,571 |
|
Contingent consideration |
|
|
5,605 |
|
Preferred stock |
|
|
|
|
Warrants |
|
|
|
|
Total purchase price |
|
$ |
19,437 |
|
|
|
($
in thousands) |
|
Cash |
|
$ |
11,864 |
|
Preferred
stock |
|
|
5,000 |
|
Warrants |
|
|
4,770 |
|
Total
purchase price |
|
$ |
21,634 |
|
|
|
($
in thousands) |
|
Cash |
|
$ |
11,853 |
|
Preferred
stock |
|
|
19,000 |
|
Warrants |
|
|
300 |
|
Contingent
consideration |
|
|
1,000 |
|
Total
purchase price |
|
$ |
32,153 |
|
|
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED |
The
purchase price allocation for medSR is summarized as follows:
SCHEDULE
OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
|
|
($
in thousands) |
|
Accounts
receivable |
|
$ |
2,696 |
|
Receivable
from seller |
|
|
227 |
|
Prepaid
expenses |
|
|
102 |
|
Contract asset |
|
|
|
|
Unbilled
receivables |
|
|
2,491 |
|
Property
and equipment |
|
|
84 |
|
Operating lease right-of-use assets |
|
|
|
|
Customer
relationships |
|
|
3,100 |
|
Trademark |
|
|
|
|
Software |
|
|
|
|
Acquired
backlog |
|
|
490 |
|
Technology |
|
|
|
|
Goodwill |
|
|
11,931 |
|
Other
long term assets |
|
|
|
|
Accounts
payable |
|
|
(539 |
) |
Accrued
expenses & compensation |
|
|
(1,125 |
) |
Operating
lease liabilities |
|
|
|
|
Other current liabilities |
|
|
|
|
Current loan payable |
|
|
|
|
Deferred
revenue |
|
|
(20 |
) |
Total
purchase price allocation |
|
$ |
19,437 |
|
|
|
($
in thousands) |
|
Accounts
receivable |
|
$ |
3,558 |
|
Prepaid
expenses |
|
|
704 |
|
Contract
asset |
|
|
881 |
|
Property
and equipment |
|
|
426 |
|
Operating
lease right-of-use assets |
|
|
2,776 |
|
Customer
relationships |
|
|
12,900 |
|
Technology |
|
|
900 |
|
Goodwill |
|
|
13,789 |
|
Accounts
payable |
|
|
(3,373 |
) |
Accrued
expenses & compensation |
|
|
(3,932 |
) |
Deferred
revenue |
|
|
(907 |
) |
Operating
lease liabilities |
|
|
(6,025 |
) |
Other
current liabilities |
|
|
(63 |
) |
Total
purchase price allocation |
|
$ |
21,634 |
|
|
|
($
in thousands) |
|
Accounts
receivable |
|
$ |
2,299 |
|
Prepaid
expenses |
|
|
1,278 |
|
Contract
asset |
|
|
538 |
|
Property
and equipment |
|
|
403 |
|
Operating
lease right-of-use assets |
|
|
2,859 |
|
Customer
relationships |
|
|
8,000 |
|
Trademark |
|
|
800 |
|
Software |
|
|
4,800 |
|
Goodwill |
|
|
22,868 |
|
Other
long term assets |
|
|
540 |
|
Accounts
payable |
|
|
(6,943 |
) |
Accrued
expenses |
|
|
(2,081 |
) |
Accrued
expenses & compensation |
|
|
(2,081 |
) |
Current
loan payable |
|
|
(80 |
) |
Operating
lease liabilities |
|
|
(2,859 |
) |
Deferred
revenue |
|
|
(269 |
) |
Total
purchase price allocation |
|
$ |
32,153 |
|
|
SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION |
SCHEDULE
OF BUSINESS ACQUISITION PRO FORMA INFORMATION
|
|
|
|
|
|
|
|
|
Year
Ended December 31, |
|
|
|
2021 |
|
|
2020 |
|
|
|
($
in thousands except per share amounts) |
|
Total
revenue |
|
$ |
157,390 |
|
|
$ |
136,652 |
|
Net
income (loss) |
|
$ |
5,667 |
|
|
$ |
(14,407 |
) |
Net
loss attributable to common shareholders |
|
$ |
(8,385 |
) |
|
$ |
(28,991 |
) |
Net
loss per common share |
|
$ |
(0.58 |
) |
|
$ |
(2.29 |
) |
|