Quarterly report pursuant to Section 13 or 15(d)

Acquisition

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Acquisition
 9 Months Ended
Sep. 30, 2015
Acquisition [Abstract]  
Acquisition

NOTE 5 – ACQUISITION

 

On June 1, 2015, the Company acquired all of the shares of Twisted Technologies, Inc. (“Twisted Technologies”). The purchase price was $1,463,000, with cash acquired totaling $83,000. The purchase price includes initial consideration of $1,000,000, deferred consideration of $300,000 to be paid out on March 31, 2016, and $163,000 in estimated contingent consideration. The Company has agreed to pay consideration contingent upon the Twisted Technologies business meeting revenue targets over a three-year period, with the consideration to be paid after each annual period has lapsed.  The Company has recognized $163,000 as the estimated fair value of the contingent consideration at the date of acquisition. The maximum payout is not limited. At September 30, 2015, the Company had estimated liabilities of $434,000 related to these outstanding deferred and contingent consideration payments.

 

The assets and liabilities of Twisted Technologies were recorded in the consolidated balance sheet within the JDL Technologies segment at September 30, 2015. The purchase price allocation was based on estimates of the fair value of assets acquired and liabilities assumed and included total assets of $1,591,000, including goodwill of $1,463,000, and total liabilities of $128,000.  The entire goodwill balance is deductible for tax purposes.  The pro forma impact of Twisted Technologies was not significant to the Company’s results for the three and nine months ended September 30, 2015.