XML 24 R12.htm IDEA: XBRL DOCUMENT v3.7.0.1
Acquisitions
 6 Months Ended
Jun. 30, 2017
Acquisitions  
Acquisitions

On February 8, 2017, the Company acquired substantially all of the assets of NextGen in exchange for $750,000 in cash, plus 1,523,809 unregistered shares of Class B Common Stock of the Company, which were issued at a negotiated fair value of $1.75 per share and a subordinated secured promissory note issued by the Company in favor of NextGen in the amount of $1,333,334 (the “NextGen Note”). The NextGen Note matures on the third anniversary of the closing date (the “Maturity Date”).

 

The following table presents the purchase price consideration as of June 30, 2017:

 

Issuance of shares   $ 2,666,666  
Debt     1,333,334  
Cash paid     750,000  
    $ 4,750,000  
         
Net tangible assets acquired:        
Technology development   $ 1,400,000  
Customer contracts     10,000  
Non-compete agreements     100,000  
Tangible assets acquired     1,510,000  
Goodwill     3,240,000  
Total purchase price     4,750,000  
Less: Issuance of shares     (2,666,666 )
Less: Debt issued     (1,333,334 )
         
Cash paid   $ 750,000  

 

Supplemental pro forma information

 

The results of operations of NextGen since the acquisition date are included in the accompanying Condensed Consolidated Financial Statements.

 

The following supplemental pro forma information presents the financial results as if the acquisition of NextGen was made as of January 1, 2017 for both the three-month and six-month periods ended June 30, 2017 and on January 1, 2016 for both the three-month and six-month periods ended June 30, 2016.

 

Pro forma adjustments for the six-months ended June 30, 2017 and 2016 primarily include adjustments to reflect additional depreciation and amortization of $29,866 and $48,788, respectively, related to technology development and identifiable intangible assets recorded as part of the acquisition, and interest expense related to the NextGen Note of $27,353 and $42,833, respectively.

 

    Three- Months Ended June 30,     Six- Months Ended June 30,  
    2017     2016     2017     2016  
                         
Pro forma revenue   $ 116,522     $ 23,449     $ 161,937     $ 54,400  
Pro forma net loss   $ (1,892,227 )   $ (598,455 )   $ (2,920,311 )   $ (1,058,289 )
Loss per share - basic and fully diluted   $ (0.19 )   $ (0.09 )   $ (0.33 )   $ (0.15 )
Weighted-average common shares used in the computation of loss per share-basic and diluted     10,003,981       7,023,809       8,963,000       7,023,809