Quarterly report [Sections 13 or 15(d)]

Acquisitions (Tables)

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Acquisitions (Tables)
 9 Months Ended
Sep. 30, 2024
Acquisition [Abstract]  
Schedule of Estimated Fair Value of Total Consideration

The Sale Agreement and the Release Agreement included provisions for indemnification, reimbursement for returned items, handling of assets and liabilities during Gander Group’s wind-down, and certain other matters.

 

Cash   $ 1,099  
Gander release agreement payments     370  
Total consideration   $ 1,469  

 

The following table summarizes the purchase price allocations relating to the Bangarang Acquisition:

 

Accounts receivable   $ 1,717  
Prepaid expenses and other assets     946  
Inventory     939  
Customer relationships     1,458  
Goodwill     2,542  
Trade name     654  
Other long-term assets     58  
Accounts payable and accrued expenses     (4,698 )
Customer deposits     (2,147 )
Total consideration   $ 1,469  

The following table summarizes the estimated fair value of the total consideration required to be paid pursuant to the T R Miller Purchase Agreement as of the T R Miller Closing Date:

 

Cash   $ 1,000  
Cash adjustment for working capital     1,123  
Present value of installment payments     951  
Fair value of earn-out payments     467  
Total consideration   $ 3,541  

The following table summarizes the purchase price allocations relating to the T R Miller Acquisition:

 

Accounts receivable   $ 1,622  
Prepaid expense     5  
Inventory     882  
Customer relationships     1,170  
Goodwill     720  
Right of use asset - office leases     837  
Accounts payable and accrued expenses     (591 )
Unearned revenue     (285 )
Lease liability     (819 )
Total consideration   $ 3,541  
Schedule of Pro Forma Financial Information The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date:
    September 30,
2024		  
Sales   $ 85,803  
Costs of sales     62,308  
Gross profit     23,495  
Operating expenses     26,258  
Loss from operations     (2,763 )
Other income (expense)        
Other income     3,013  
Interest income (expense), net     (451 )
Realized gain (loss) on investments     176  
      2,738  
Loss before taxes     (25 )
Provision for income taxes     7  
Net loss     (32 )
         
Net loss per share - basic & diluted   $ (0.00 )
Weighted average shares outstanding - basic & diluted     18,584,359  
The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date:
    September 30,
2023		  
Sales   $ 58,224  
Costs of sales     39,684  
Gross profit     18,540  
Operating expenses     19,390  
Loss from operations     (850 )
Other income (expense)        
Other income     239  
Interest income (expense), net     479  
Realized gain (loss) on investments     98  
      816  
Loss before taxes     (34 )
Provision for income taxes     15  
Net loss   $ (49 )
         
Net loss per share - basic & diluted   $
—
  
Weighted average shares outstanding - basic & diluted     18,514,875