Quarterly report pursuant to Section 13 or 15(d)

NOTE 9 - BUSINESS COMBINATION

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NOTE 9 - BUSINESS COMBINATION
 9 Months Ended
Sep. 30, 2015
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
NOTE 9 – BUSINESS COMBINATION

On May 6, 2014 SWK entered into an Asset Purchase Agreement with ESC, Inc. d/b/a ESC Software, an Arizona corporation, and Alan H. Hardy and Michael Dobberpuhl in their individual capacity as Shareholders. SWK acquired certain assets of ESC (as defined in the Purchase Agreement). In full consideration for the acquired assets, the Company issued a promissory note in the aggregate principal amount of $350,000.   The purchase was initially allocated, based on the Company’s estimate of fair value, to intangible assets, which are expected to consist primarily of customers lists with an estimated life of five years. Upon completion of an independent valuation, the allocation of the purchase price to customer lists was modified from $350,000 to $294,000, with the excess purchase consideration being allocated to goodwill.

The following summarizes the purchase price allocation:

Customer List
 
$
294,000
 
Goodwill
   
56,000
 
Fair value of net assets acquired
 
$
350,000
 
         
Note to shareholders for acquisition
 
$ 
350,000
 
Total purchase price
 
$
350,000
 

Acquisition costs were approximately $7,500, which are included in general and administrative expenses.

On March 11, 2015 SWK entered into an Asset Purchase Agreement with 2000 SOFT, Inc. d/b/a ATR, a California corporation, and Karen Espinoza McGarrigle in her individual capacity as Shareholder. SWK acquired certain assets of ATR (as defined in the Purchase Agreement). In consideration for the acquired assets, the Company issued a promissory note in the aggregate principal amount of $175,000 and paid cash of $80,000.   As additional consideration, the Company will pay 10% of the net margin on maintenance renewals for former ATR customers for the first twelve months and 5% of the net margin on maintenance renewals for the following twelve months. The purchase was initially allocated, based on the Company’s estimate of fair value, to intangible assets, which are expected to consist primarily of customers lists with an estimated life of five years. Upon completion of an independent valuation, the allocation of the purchase price to customer lists will be modified accordingly and acquisition costs disclosed.

On July 6, 2015 SWK entered into an Asset Purchase Agreement with ProductiveTech (“PTI”), a south New Jersey corporation and John McPoyle and Kevin Snyder in their individual capacity as Shareholders. SWK acquired certain assets and liabilities of PTI (as defined in the Purchase Agreement). In consideration for the acquired assets, the Company paid $483,471 in cash and issued a promissory note for $600,000 (the “Note”).  The note is due in 60 months from the closing date and bears interest at a rate of two and one half (2.5%) percent.  The monthly payments including interest are $10,645.  Additionally in connection with the purchase agreement, SilverSun Technologies, Inc. (“SSNT”) issued 64,484 shares of common stock at $4.032 per share for a value of $260,000. The purchase was initially allocated, based on the Company’s estimate of fair value, to accounts receivable, unbilled services, prepaid expenses and other assets, property and equipment, liabilities, capital lease obligations, and intangible assets, which are expected to consist primarily of customers list with an estimated life of five years. Upon completion of an independent valuation, the allocation of the purchase price to customer lists will be modified accordingly and acquisition costs disclosed. As of September 30, 2015, the prior owners of PTI owed the Company $192,242 related to amounts collected by the prior owners subsequent to acquisition but owed to the Company. This amount is included in prepaid expenses and other current assets.

Cash consideration
 
$
483,471
 
Stock
   
259,226
 
Note payable
   
600,000
 
Total purchase price
 
$
1,342,697
 
         
Accounts receivable
 
$ 
129,709
 
Unbilled services
   
10,369
 
Prepaid expenses and other current assets
   
14,039
 
Property and equipment
   
93,300
 
Intangible assets
   
1,244,301
 
Total assets acquired
   
1,491,718
 
         
Current liabilities
   
(124,300
)
Capital lease obligations
   
(24,721
)
Liabilities acquired
   
(149,021
)
Total purchase price
 
$
1,342,697
 

The following unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisitions occurred on January 1, 2014, nor is the financial information indicative of the results of future operations. The following table represents the unaudited consolidated pro forma results of operations for the nine months ended September 30, 2015 and 2014 as if the acquisitions had occurred on January 1, 2014. Operating expenses have been increased for the amortization expense associated with the estimated fair value adjustment as of September 30, 2015 of expected definite lived intangible assets.

Pro Forma
 
Nine Months Ended
September 30, 2015
   
Nine Months Ended 
September, 2014
 
Net sales
 
$
20,740,563
   
$
19,399,533
 
Operating expenses
 
$
7,903,884
   
$ 
7,079,009
 
Income  before taxes
 
$ 
708,219
   
$
1,080,435
 
Net income
 
$
620,296
   
$
633,089
 
Basic and diluted income per common share
 
$
0.15
   
$
0.16
 

The Company’s condensed consolidated financial statements for the nine months ending September 30, 2015 include the actual results of ESC since the date of acquisition, May 6, 2014, the actual results of ATR since the date of acquisition, March 11, 2015, and the actual results of PTI since the date of acquisition, July 6, 2015. The nine months ended September 30, 2015 pro-forma results above include two months of results of ATR and six months of pro-forma results for PTI. For the period ended September 30, 2014 pro-forma results above include nine months of pro-forma results for ATR, four months of pro-forma results for ESC, and nine months pro-forma results for PTI. For the nine months ended September 30, 2015 the ESC operations had a net income before taxes of $118,670 that was included in the Company’s Condensed Consolidated Statement of Income, which consisted of approximately $1,008,285 in revenues and $889,615 in expenses.  For the nine months ended September 30, 2015 the ATR operations had a net income before taxes of $44,566 that was included in the Company’s Condensed Consolidated Statement of Income, which consisted of approximately $639,319 in revenues and $594,753 in expenses. For the nine months ended

September 30, 2015 the PTI operations had a net income before taxes of $23,768 that was included in the Company’s Condensed Consolidated Statement of Income, which consisted of approximately $509,776 in revenues and $486,008 in expenses.