BUSINESS COMBINATIONS (Details Narrative) € / shares in Units, $ / shares in Units, € in Thousands |
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3 Months Ended |
7 Months Ended |
8 Months Ended |
12 Months Ended |
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Jun. 15, 2022
USD ($)
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Apr. 22, 2022
USD ($)
shares
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May 10, 2021
USD ($)
$ / shares
shares
|
May 10, 2021
EUR (€)
shares
|
Nov. 19, 2020
USD ($)
shares
|
Sep. 11, 2020
USD ($)
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Dec. 31, 2020
USD ($)
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Dec. 31, 2022
USD ($)
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Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
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Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
shares
|
Dec. 31, 2020
USD ($)
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Dec. 31, 2019
USD ($)
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May 10, 2021
€ / shares
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Business Acquisition [Line Items] |
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Working Capital |
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$ 48,962,000
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$ 48,962,000
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$ 48,962,000
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Cash consideration |
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$ 1,000,000
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$ 1,000,000
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Good will |
|
$ 10,443
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1,501,000
|
203,710,000
|
203,710,000
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$ 19,390,000
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203,710,000
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$ 19,390,000
|
1,501,000
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Revenue |
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61,139,000
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20,940,000
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6,231,000
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Net loss |
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(91,560,000)
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(55,119,000)
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(17,846,000)
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Business combination, acquisition related costs |
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3,407,000
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18,000
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Total Revenue |
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61,139,000
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20,940,000
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6,231,000
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Contingent consideration |
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1,316,000
|
1,316,000
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|
1,316,000
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Business acquisition, interest expense |
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|
165,000
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$ 322,000
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Payments to Acquire Businesses, Gross |
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38,338,000
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Noncash merger related costs |
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18,000
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Fair value |
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$ 245,000
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245,000
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Gain on forgiveness of debt |
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15,550,000
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Common Stock [Member] |
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Business Acquisition [Line Items] |
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Net loss |
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Stock Purchase Agreement [Member] |
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Business Acquisition [Line Items] |
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Payments to acquire businesses |
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$ 60,000
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Sema Connect, Inc [Member] |
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Business Acquisition [Line Items] |
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Business combination, consideration transferred |
$ 200,573,000
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Working Capital |
1,229,000
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Business combination,equity interests issued and issuable |
$ 3,639,000
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Business combination, description |
The
consideration paid in the acquisition consisted of: (a) $86,736 in cash, (i) of which $46,136 was paid at the closing of the
Acquisition Agreement (“Closing”) and (ii) the remaining $40,600 is payable (bearing interest at 7%) until not earlier
than nine months following the Closing and not later than three years following the Closing; and (b) 7,454,975 shares of
the Company’s common stock with a fair value of $113,837.
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Cash consideration |
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8,103,000
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8,103,000
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$ 8,103,000
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Good will |
$ 174,439,000
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Current assets: Cash |
3,753,000
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Restricted cash |
8,103,000
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Current assets: Accounts receivable |
5,515,000
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Current assets: Inventory |
5,472,000
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Current assets: Prepaid expenses and other current assets |
1,309,000
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Total current assets |
24,152,000
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Less current liabilities: Accounts payable |
2,305,000
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Merger consideration payable |
8,103,000
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Current portion of lease liability |
481,000
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Current portion of notes payable |
186,000
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Less current liabilities: Deferred revenue |
2,677,000
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Less current liabilities: Accounts payable and accrued expenses |
5,842,000
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Total current liabilities |
19,594,000
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Debt free net working capital deficit |
$ 4,558,000
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Revenue |
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18,411,000
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Net loss |
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$ 3,295,000
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Sema Connect, Inc [Member] | Noncompete Agreements [Member] |
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Business Acquisition [Line Items] |
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Percentage of discount |
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20.00%
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Percentage of assumed income tax rate |
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26.00%
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Intangible asset, useful life |
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2 years
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Sema Connect, Inc [Member] | Customer Relationships [Member] |
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Business Acquisition [Line Items] |
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Percentage of discount |
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20.00%
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Percentage of assumed income tax rate |
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26.00%
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Intangible asset, useful life |
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5 years
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Electric Blue Limited [Member] |
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Business Acquisition [Line Items] |
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Good will |
|
10,443,000
|
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Percentage of discount |
|
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12.00%
|
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Current assets: Cash |
|
1,291,000
|
|
|
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Current assets: Accounts receivable |
|
1,618,000
|
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Current assets: Prepaid expenses and other current assets |
|
508,000
|
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Total current assets |
|
3,417,000
|
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Less current liabilities: Accounts payable |
|
647,000
|
|
|
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Current portion of lease liability |
|
22,000
|
|
|
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|
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Current portion of notes payable |
|
611,000
|
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|
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Less current liabilities: Accounts payable and accrued expenses |
|
2,762,000
|
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Total current liabilities |
|
4,042,000
|
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Revenue |
|
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|
|
|
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|
4,601,000
|
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Net loss |
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|
|
|
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|
$ 4,355,000
|
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|
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Contingent consideration |
|
3,814,000
|
|
|
|
|
|
|
|
|
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Business acquisition, interest expense |
|
|
|
|
|
|
|
|
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|
$ 376,000
|
|
|
|
|
Electric Blue Limited [Member] | Common Stock [Member] |
|
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|
|
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Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
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Current assets: Cash |
|
$ 650,000
|
|
|
|
|
|
|
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Business acquisition, equity interest issued or issuable, number of shares | shares |
|
25,466
|
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|
Electric Blue Limited [Member] | Noncompete Agreements [Member] |
|
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Business Acquisition [Line Items] |
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Percentage of discount |
|
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|
|
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|
23.00%
|
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Percentage of assumed income tax rate |
|
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25.00%
|
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Intangible asset, useful life |
|
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2 years
|
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Electric Blue Limited [Member] | Sale and Purchase Agreement [Member] |
|
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Business Acquisition [Line Items] |
|
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|
|
|
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|
|
|
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Business combination, consideration transferred |
|
$ 19,317,000
|
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|
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|
Business combination,equity interests issued and issuable |
|
2,852,000
|
|
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|
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|
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|
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Current assets: Cash |
|
$ 12,651,000
|
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|
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|
Business acquisition, equity interest issued or issuable, number of shares | shares |
|
152,803
|
|
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Total Revenue |
|
$ 6,400,000
|
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Electric Blue Limited [Member] | Customer Relationships [Member] |
|
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Business Acquisition [Line Items] |
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Percentage of discount |
|
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|
|
|
|
|
|
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|
23.00%
|
|
|
|
|
Percentage of assumed income tax rate |
|
|
|
|
|
|
|
|
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|
25.00%
|
|
|
|
|
Intangible asset, useful life |
|
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|
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|
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6 years
|
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|
Blue Corner [Member] |
|
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Business Acquisition [Line Items] |
|
|
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|
Business combination, consideration transferred |
|
|
$ 23,775,000
|
€ 20,000
|
|
|
|
|
|
|
|
|
|
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|
Business combination,equity interests issued and issuable |
|
|
790,000
|
€ 700
|
|
|
|
|
|
|
|
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|
|
|
Good will |
|
|
19,027,000
|
|
|
|
|
|
|
|
|
|
|
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|
Current assets: Cash |
|
|
245,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: Accounts receivable |
|
|
1,927,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: Inventory |
|
|
1,359,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: Prepaid expenses and other current assets |
|
|
372,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
3,903,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Less current liabilities: Accounts payable |
|
|
4,131,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Less current liabilities: Deferred revenue |
|
|
301,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
4,432,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt free net working capital deficit |
|
|
$ (529,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
7,553,000
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
$ 2,567,000
|
|
|
|
|
|
Business acquisition, equity interest issued or issuable, number of shares | shares |
|
|
32,382
|
32,382
|
|
|
|
|
|
|
|
32,382
|
|
|
|
Business acquisition, interest expense |
|
|
|
|
|
|
|
|
|
|
|
$ 276,000
|
579,000
|
|
|
Payments to Acquire Businesses, Gross |
|
|
$ 22,985,000
|
€ 19,000
|
|
|
|
|
|
|
|
|
|
|
|
Blue Corner [Member] | Share Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to Acquire Businesses, Gross |
|
|
$ 2,100,000
|
€ 1,725
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition, Share Price | (per share) |
|
|
$ 37.66
|
|
|
|
|
|
|
|
|
|
|
|
€ 30.88
|
Stock Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business acquisition, equity interest issued or issuable, number of shares | shares |
|
|
|
|
66,454
|
|
|
|
|
|
|
|
|
|
|
U-Go Stations, Inc [Member] |
|
|
|
|
|
|
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|
|
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|
|
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|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Good will |
|
|
|
|
$ 1,414,000
|
|
|
|
|
|
|
|
|
|
|
Current assets: Cash |
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
Current assets: Accounts receivable |
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
Current assets: Prepaid expenses and other current assets |
|
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
Less current liabilities: Accounts payable and accrued expenses |
|
|
|
|
428,000
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
|
428,000
|
|
|
|
|
|
|
|
|
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|
Debt free net working capital deficit |
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$ (388,000)
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U-Go Stations, Inc [Member] | Stock Purchase Agreement [Member] |
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Business Acquisition [Line Items] |
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Business combination, acquisition related costs |
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6,000
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Noncash merger related costs |
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$ 6,000
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BlueLA Carsharing, LLC [Member] |
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Business Acquisition [Line Items] |
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Business combination, description |
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The
consideration by the Purchaser for the acquisition of BlueLA included: (a) a cash payment of $1.00, which was paid to the Seller at closing,
and (b) in the event BlueLA timely amends its carsharing services agreement with the City of Los Angeles, California, a cash payment
to the Seller of $1,000, payable within three business days after such amendment (“Contingent Consideration”).
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the Company recorded a measurement period adjustment in order reduce the Contingent Consideration to $0 as of December 31, 2020
with a corresponding decrease to goodwill
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Cash consideration |
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$ 1,000,000
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Good will |
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147,000
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|
|
|
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Current assets: Cash |
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3,000
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Current assets: Accounts receivable |
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|
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73,000
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Current assets: Prepaid expenses and other current assets |
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|
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88,000
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|
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Total current assets |
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164,000
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|
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Less current liabilities: Accounts payable |
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|
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163,000
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|
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Current portion of lease liability |
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227,000
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Less current liabilities: Accounts payable and accrued expenses |
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60,000
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Total current liabilities |
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450,000
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|
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Debt free net working capital deficit |
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|
|
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$ (286,000)
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Expiration date |
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Dec. 10, 2021
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BlueLA Carsharing, LLC [Member] | Transition Service Agreement [Member] | Maximum [Member] |
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Business Acquisition [Line Items] |
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Parking fees payable |
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$ 175,000
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BlueLA Carsharing, LLC [Member] | Los Angeles Agreement [Member] |
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Business Acquisition [Line Items] |
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Business combination, reason for business combination |
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BlueLA shall provide, manage, operate
and maintain (i) usage agreements for electric vehicles in a quantity of no less than one hundred (100) (see payment terms of Car Lease
Agreement) and (ii) charging stations in a quantity of no less than two hundred (200) at approximately forty (40) locations for an aggregate
cost of approximately $20 per month.
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