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Note 4 - Acquisitions
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
Note
4.
ACQUISITIONS
 
During the year ended
December 31, 2018
we acquired the following residual buyout arrangements. There were
no
residual buyout arrangements acquired during the year ended
2019.
 
Acquisitions of Recurring Cash Flow Portfolios
 
From time to time, the Company acquires future recurring revenue streams from sales agents in exchange for an upfront cash payment. This results in an increase in net cash flow to the Company. The acquisitions of recurring cash flows are treated as asset acquisitions, resulting in recording a recurring cash flow portfolio intangible asset, at cost, on the date of acquisition. These assets are amortized over a straight-line period of approximately
four
years and is included in intangible assets on the accompanying consolidated balance sheets (See Note
6
- item labeled “
Portfolio and Clients Lists
”, on the accompanying consolidated audited financial statements).
 
Universal Partners, LLC
 
On
July 30, 2018,
our subsidiary, Unified Portfolio Acquisitions, LLC, entered into an Advance and Residual Purchase Agreement (the “Agreement”) with Universal Partners, LLC (“Universal”). Pursuant to the Agreement, we acquired certain transactional services portfolios (“cash flow assets”) from Universal and Payment Club, LLC (together with Universal, the “Seller”) for
$2,700,000
(the “Advance Amount”). The cash flow assets consist of residuals (the “Residuals”) that the Sellers were entitled to receive pursuant to certain agreements (the “Combined Marketing Agreements”) with TOT Payments, LLC (doing business as Unified Payments), our subsidiary, or any other agreements pursuant to which the Seller was entitled to residuals.
 
The Advance Amount is to be repaid to us whereby each and every month, commencing from
July 1, 2018 (
the “Effective Date”) and for a period of
24
months thereafter, terminating on
June 30, 2020 (
the “Advance Period”), we are entitled to a certain amount of the Residuals. Such Residuals due to the Purchaser are secured by certain of the Seller’s property as collateral.
 
At the end of the Advance Period (the “Transfer Date”), we and the Seller have agreed to create a new static portfolio pool of mutually agreed residual income from Seller portfolios comprising merchant accounts boarded by the Seller under the Combined Marketing Agreements that on the Transfer are generating at least
$120,000
per month in net residual income (the “Portfolio Residuals”). From and after the Transfer Date, we and Seller will share/split the Portfolio Residuals with us owning an
80%
interest in the Portfolio Residuals and the Seller owning a
20%
interest in the Portfolio Residuals.
 
During
2018,
cash paid in connection for this Agreement approximated
$2.5
million.
 
Argus Merchant Services, LLC
 
On
December 26, 2018,
our subsidiary, Unified Portfolio Acquisitions, LLC, entered into an Advance and Residual Purchase Agreement (the “Agreement”) with Argus Merchant Services, LLC ("Argus") and Treasury Payments, LLC ("Treasury"); Argus and Treasury are collectively referred to herein as the (“Seller”). Pursuant to the Agreement, we acquired certain transactional services portfolios (“cash flow assets”) from the Seller for a total purchase consideration of
$1,426,000.
The cash flow assets consist of residuals (the “Residuals”) that the Seller is entitled to receive pursuant to certain agreements (including any amendments of such agreements, the “Combined Marketing Agreements”) with TOT Payments, LLC (doing business as Unified Payments, our subsidiary).
 
On
December 27, 2018,
we paid to Seller
$1,150,000
(the “Advance Amount”). The Advance Amount and the balance of the purchase consideration is to be repaid to us from Residuals due to the Seller, whereby each and every month, commencing from
January 2019 (
the “Effective Date”) and for a period of
24
months (the “Advance Period”), we will be entitled to a certain amount of the Seller’s Residuals. Such Residuals due us are secured by certain of the Seller’s property as collateral.
 
At the end of the Advance Period (the “Transfer Date”), we will receive an ownership interest in a portfolio of cash flow assets by creating with the Seller, a new static portfolio pool of mutually agreed residual income from Seller portfolios comprising merchant accounts boarded by the Seller under the Combined Marketing Agreements.
 
During the
2018,
cash paid in connection with this residual buyout agreement approximated
$1.2
million.
 
Referral Agreements
 
From time to time, we enter into referral agreements with ISG’s or other organizations (“referral partner”). Under these agreements, the referral partner exclusively refers its customers to us for credit card processing services. Consideration paid for these agreements for the years ended
December 31, 2019 
and
2018
 was approximately
$1.9
 million and
$1.6
 million, respectively, all of which was settled with cash on hand. Because we pay an up-front fee to compensate the referral partner, the amount is treated as an asset acquisition in which we have acquired an intangible stream of referrals. This asset is amortized over a straight-line period of approximately
four
years and is included in intangible assets on the accompanying consolidated balance sheets (See Note
6
– item labeled “
Client Acquisition Costs
”).