Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATION

v3.22.1
BUSINESS COMBINATION
3 Months Ended
Mar. 31, 2022
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]

NOTE 10 BUSINESS COMBINATIONS

 

On April 1, 2021, SWK acquired certain assets of CT-Solution, Inc. (“CTS”) pursuant to an Asset Purchase Agreement for a promissory note in the aggregate principal amount of $130,000 (the “CTS Note”). The CTS Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum. Monthly payments including interest are $3,724. The purchase price has been allocated to customer list with an estimated life of seven years.

 

On May 1, 2021, SWK acquired certain assets of PeopleSense, Inc. (“PSI”) pursuant to an Asset Purchase Agreement for cash of $145,703, customer deposits related to prepaid time from clients in the amount of $99,938, and the issuance of a promissory note in the aggregate principal amount of $450,000 (the “PSI Note”). The PSI Note is due in 36 months from the closing date and bears interest at a rate of two percent (2.0%) per annum. At March 31, 2022, the outstanding balance on the PSI Note was $327,694. The allocation of the purchase price to customer list with an estimated life of seven years which is deductible for tax purposes, has been based on an independent valuation. The valuation showed an increase of $71,359 above the purchase price, which was recorded as a gain on bargain purchase in the consolidated statement of operations as the independent valuation exceeded the purchase price.

 

On January 1, 2022, the Company entered into an asset purchase agreement with Dynamic Tech Services, Inc (“DTS”) to acquire certain assets of DTS. The purchase price for the Acquired Assets was $1,335,000, $500,000 of which was paid in cash and $835,000 of which was paid through the issuance of a four-year $835,000 promissory note dated January 1, 2022, paying interest at the rate of 3.25% per annum. The principal amount of the Note is subject to a downward adjustment in the event the Company loses any subscription renewal revenue during the one-year period immediately following the Effective Date from any persons that were customers of DTS immediately prior to the Effective Date (the “DTS Customers”). Any such downward adjustment will be determined by calculating the percentage of loss of Acumatica subscription renewals during the one-year period immediately following the Effective Date from DTS Customers. In the event that subscription renewal revenue received from DTS Customers during the one-year period immediately following the Effective Date is less than 95% of the subscription renewal revenue received by DTS from DTS Customers during the one-year period immediately preceding the Effective Date, the principal amount of the Note will be reduced. The measuring period for any downward adjustment will be as of the one-year anniversary of the Effective Date. Notwithstanding the foregoing, under no circumstances will the principal amount of the Note be reduced by reason of such downward adjustment by more than $150,000 (i.e., to a principal amount below $685,000). The Note will be amortized as follows: The first payment of principal and interest due under the Note, which will be an annual payment, is due and payable on January 1, 2023, after the revised principal amount of the Buyer Note is determined and thereafter, payments will be made quarterly in twelve equal installments. The purchase price has been allocated to customer list with an estimated life of seven years. Upon completion of an independent valuation, the allocation of the purchase price to customer lists will be modified with the excess purchase consideration being allocated to goodwill.

 

The Company expects these acquisitions to create synergies by combining operations and expanding geographic market share and product offerings.

 

The following summarizes the purchase price allocation for the current and prior year acquisitions:

 

   

2021

Purchase

CTS

   

2021

Purchase

PSI

   

2022

Purchase

DTS

(Preliminary)

 
                         

Cash consideration

  $ -     $ 145,703     $ 500,000  

Note payable

    130,000       450,000       835,000  

Total purchase price

  $ 130,000     $ 595,703     $ 1,335,000  
                         
Customer list     130,000       695,641       1,335,000  

Total assets acquired

    130,000       695,641       1,335,000  
                         

Deferred revenue

    -       (99,938 )     -  

Contingent liability

    -       -       -  

Operating lease liability

    -       -       -  

Net assets acquired

  $ 130,000     $ 595,703     $ 1,335,000  

 

The following unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisitions of CT-Solution, Inc. (“CTS”), acquired April 1, 2021, PeopleSense, Inc. (“PSI), acquired May 1, 2021, and DTS, acquired January 1, 2022. occurred on January 1, 2021, nor is the financial information indicative of the results of future operations. The following table represents the unaudited condensed consolidated pro forma results of operations for the three months ended March 31, 2022 and 2021 as if the acquisitions occurred on January 1, 2021. For the three months ended March 31, 2021, operating expenses have been increased for the amortization expense of expected definite lived intangible assets and interest on the notes payable.

 

Pro Forma

 

Three Months Ended

March 31, 2021

 

Net revenues

  $ 11,588,335  

Cost of revenues

    6,453,332  

Operating expenses

    4,509,952  

Income (loss) before taxes

    625,051  

Net income (loss)

    458,565  

Basic and diluted income (loss) per common share

  $ 0.10  

 

The Company’s unaudited condensed consolidated financial statements for the three months ended March 31, 2022 include the actual results of CTS, PSI and DTS, and as such, no pro forma results are required.

 

For the three months ended March 31, 2021, there is $4,644 of estimated amortization expense and $631 of estimated interest expense included in the pro-forma results for CTS, $27,393 of estimated amortization expense and $2,159 of estimated interest expense included in the pro-forma results for PSI, and $47,679 of estimated amortization expense and $6,785 of estimated interest expense included in the pro-forma results for DTS.

 

For the three months ended March 31, 2022, the CTI, PSI and DTS operations had a net income before taxes of $113,626 which represented three months of operations for CTI, PSI and DTS that were included in the Company’s Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2022. This consisted of approximately $632,866 in revenues, $343,587 in cost of revenues and $175,653 in expenses.