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Acquisitions
12 Months Ended
Dec. 31, 2021
Acquisitions [Abstract]  
Acquisitions

Note 3: Acquisitions

 

ExtenData Solutions, LLC

 

On December 4, 2020, we entered into a Membership Unit Purchase Agreement and concurrently closed upon the acquisition of all of the issued and outstanding membership interests of ExtenData for $5,169,787. The consideration we paid was comprised of cash of $4,419,787 of which $169,787 and $4,250,000 was paid in March 2021 and December 2020, respectively, and an initial estimated earn-out obligation valued at $750,000, subject to the financial performance of ExtenData during each of the two years following the closing of the acquisition.

Based on the 12-month financial performance following the acquisition, the original estimated earnout obligation was reduced to $187,500 from $375,000. As a result, we recorded a credit of $187,500 in “General and administrative expenses” in the Consolidated Statements of Income and Comprehensive Income during the year ended December 31, 2021. The earn-out obligation is recorded in “Accrued expenses and other current liabilities” and “Other liabilities” in the consolidated balance sheets as of December 31, 2021 and December 31, 2020.

 

Royce Digital Systems

 

In connection with the acquisition of RDS in June 2018, we estimated an earnout obligation of $500,000 for the second 12-month period post acquisition. Since the closing of the acquisition, certain disputes have arisen regarding third-party claims seeking damages potentially to be incurred by us. On September 16, 2020, in settlement of the dispute, the Company and the seller agreed to the original earnout obligation of $500,000 and that only $298,000 of the earnout shall be paid by the Company in settlement of the disputes. As a result, we recorded $202,000 in Other Income in the Consolidated Statements of Income and Comprehensive Income during the year ended December 31, 2020.

 

AMG

 

On January 31, 2022, we entered into a Membership Interest Purchase Agreement (“Purchase Agreement”) and concurrently therewith closed upon the acquisition of all of the issued and outstanding membership interests of Advanced Mobile Group, LLC (“AMG”). As a result of the acquisition, AMG became a wholly owned subsidiary of the Company.

 

The purchase price for the acquisition was $4,094,700, subject to certain adjustments such as for net working capital. In addition, subject to the financial performance of AMG in 2022 and 2023, we may pay the sellers a total of up to an additional $454,967 in “true up” payments, with the first potential “true up” payment subject to acceleration in certain circumstances. The Purchase Agreement imposes various additional obligations on the parties, including restrictive covenants that are applicable to the sellers.

 

We have not yet completed our analysis of the estimated fair value of the acquisition purchase price (including earn-outs) and the estimated fair value of the assets acquired and liabilities assumed in the acquisition. We expect that significant goodwill and definite-lived intangible assets will be recognized upon completion of the required purchase price allocation analysis.