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Acquisitions | 12 Months Ended
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Dec. 31, 2017
Business Combinations [Abstract] |
Acquisitions | (4)Acquisitions Antenna Plus On April 27, 2017, the Company completed the acquisition of substantially all of the assets of Antenna Plus. Antenna Plus is a supplier of antenna-based solutions for mobile and automotive fleet applications for government, public safety, and industrial Internet of Things (IOT) markets. The acquisition provides leverage for the Company’s existing products into several new markets, including the fast-growing automotive fleet and industrial IOT space. The transaction was completed pursuant to an Asset Purchase Agreement with MCA Financial Group, Ltd., acting as the court-appointed receiver for Antenna Plus. Upon the closing of the transaction, the Company paid to Antenna Plus total consideration of approximately $6.3 million in cash, net of post-closing working capital adjustments. In addition, the Company assumed certain contracts and other liabilities of Antenna Plus, as expressly set forth in the Asset Purchase Agreement. The following table shows the allocation of the purchase price for Antenna Plus to the acquired identifiable assets, liabilities assumed and goodwill:
Consideration: |  |  |  |
Cash |  | $ | 6,383,500 |
Working capital adjustments |  |  | (34,770 | )
Fair value of total consideration transferred |  | $ | 6,348,730 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |
Accounts receivable |  | $ | 584,390 |
Inventory |  |  | 432,770 |
Fixed assets |  |  | 402,958 |
Intangible assets |  |  | 2,600,000 |
Current liabilities |  |  | (121,879 | )
Total identifiable net assets acquired |  |  | 3,898,239 |
Goodwill |  |  | 2,450,491 |
Total |  | $ | 6,348,730 |
Goodwill was primarily attributable to the anticipated synergies and economies of scale expected from the operations of the combined business. The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved as a result of the acquisition. Goodwill is expected to be deductible for tax purposes. Revenue associated with the acquired Antenna Plus assets since the date of acquisition was $5.2 million for the year ended December 31, 2017. Cost of goods sold associated with the acquired Antenna Plus assets since the date of acquisition was $2.3 million for the year ended December 31, 2017. Net income associated with the acquired Antenna Plus assets since the date of acquisition was net income of $0.4 million. Unaudited Pro Forma Information The following unaudited pro forma financial information presents combined results of operations for each of the periods presented, as if Antenna Plus had been acquired as of the beginning of the fiscal year 2015. The pro forma information includes adjustments to amortization and depreciation for intangible assets and property, plant and equipment acquired. The pro forma data are for informational purposes only and are not necessarily indicative of the consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2015 or of the results of future operations of the combined business. Consequently, actual results will differ from the unaudited pro forma information presented below:
|  | For the Year Ended December 31, |
|  | 2017 |  |  | 2016 |  |  | 2015 |
Pro forma sales |  | $ | 51,789,215 |  |  | $ | 50,940,773 |  |  | $ | 34,112,518 |
Pro forma income from operations |  | $ | 1,539,538 |  |  | $ | 4,436,281 |  |  | $ | 458,075 |
Pro forma net income |  | $ | 1,711,598 |  |  | $ | 4,717,872 |  |  | $ | 518,387 |
Skycross On December 17, 2015, the Company executed and entered into an asset purchase agreement for certain North American assets of Skycross, a manufacturer of advanced antenna and radio- frequency solutions. As a result of the acquisition, the Company expects to benefit from the acquisition primarily through the addition of new customers. The goodwill of $1,249,956 arising from the acquisition relates to expected synergies and cost reductions through economies of scale. The amount of goodwill expected to be deductible for tax purposes is $1,249,956. In addition to the $4.0 million paid up front, the purchase price also includes a contingent consideration arrangement. The $1.0 million of deferred consideration is payable upon the later of (i) the expiration of the Transition Services Agreement between the Company and Skycross which defines transition services to be provided by Skycross to the Company, and (ii) the date on which the Company has received copies of third party approvals with respect to each customer and program that was purchased. The potential undiscounted amount of all future payments that could be required to be paid under the contingent consideration arrangement is between $0 and $1.0 million. The fair value of the contingent consideration was estimated by applying the income approach. The income approach is based on estimating the value of the present worth of future net cash flow. The following table summarizes the consideration paid and the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
Consideration: |  |  |  |
Cash |  | $ | 4,000,000 |
Contingent consideration arrangement |  |  | 1,000,000 |
Fair value of total consideration transferred |  | $ | 5,000,000 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |
Accounts receivable |  | $ | 429,267 |
Intangible assets |  |  | 3,497,000 |
Current liabilities |  |  | (176,223 | )
Total identifiable net assets acquired |  |  | 3,750,044 |
Goodwill |  |  | 1,249,956 |
Total |  | $ | 5,000,000 |
The fair value of accounts receivable is $429,267. The contingent consideration of $1.0 million is included in the deferred purchase price balance on the accompanying balance sheets as of December 31, 2017 and 2016. Revenue associated with the acquired Skycross assets since the date of acquisition was $5.2 million and $5.0 million for the year ended December 31, 2017 and 2016, respectively. Cost of goods sold associated with the acquired Skycross assets since the date of acquisition was $1.7 million and $1.7 million for the year ended December 31, 2017 and 2016, respectively. The acquired assets were not managed as a discrete business by the previous owner. Accordingly, the historical financial information for the assets acquired was impracticable to obtain, and inclusion of pro forma information would require the Company to make estimates and assumptions regarding these assets’ historical financial results that may not be reasonable or accurate. As a result, pro forma results are not presented. It is not practicable to determine net income included in the Company’s operating results relating to Skycross assets since the date of acquisition because the assets have been fully integrated into the Company’s operations, and the operating results of the Skycross assets can therefore not be separately identified.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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- References No definition available. + Details
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