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Business Combinations (Tables)

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Summary of Fair Value of Consideration for Acquired Business

The following table summarizes the fair value of consideration for the acquired business on the October 1, 2020 closing date:

(in thousands)		Amounts
Cash purchase price at closing		$	9,664
Working capital adjustments			—
Estimated payout of contingent consideration (1)			2,882
Total Fair Value of Consideration		$	12,546

(1) Based on a valuation conducted by an independent third party, the fair value of contingent consideration at the closing date was determined to be $2.9 million During 2021, the Company revalued the contingent consideration liability related to the AmberLeaf acquisition after determining that relevant conditions for payment of such liabilities were unlikely to be satisfied. The revaluation resulted in a $2.9 million reduction to the contingent consideration liability.

Schedule of Sources of Funds in Business Acquisition

The cash purchase price at closing was paid with funds obtained from the following sources:

(in thousands)		Amounts
Cash balances on hand		$	—
Increase in term loan debt facility			10,000
Revolving line of credit			(336	)
Cash Paid at Closing		$	9,664

Schedule of Fair Value of Net Assets Acquired

The valuation of net assets acquired is as follows:

(in thousands)		Amounts
Cash on hand		$	319
Working capital assets, net of liabilities			1,153
Identifiable intangible assets:
Client relationships			2,970
Covenant not-to-compete			440
Trade name			490
Technology			770
Total identifiable intangible assets			4,670
Goodwill			6,404
Net Assets Acquired		$	12,546

Summary of Unaudited Pro Forma Results

The following reflects the Company’s unaudited pro forma results had the results of AmberLeaf been included from January 1, 2020 for all periods presented:

		Years Ended December 31,
		2022				2021				2020
		(Amounts in thousands, except per share data)
Revenue		$	242,338			$	222,012			$	202,842
Net income		$	8,712			$	12,221			$	10,594
Earnings per share — diluted		$	.72			$	1.02			$	.89

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Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
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Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments.

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Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.

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