Quarterly report pursuant to Section 13 or 15(d)

NetSeer Acquisition (Tables)

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NetSeer Acquisition (Tables)
6 Months Ended
Jun. 30, 2017
Business Combinations [Abstract]  
Schedule of Business Acquisitions
On February 6, 2017, we entered into an Asset Purchase Agreement to acquire the assets of NetSeer, Inc. Under the terms of the agreement, we acquired substantially all of the assets of NetSeer, and assumed certain liabilities and personnel obligations, in exchange for 3,529,000 shares of our common stock. Of this amount, 529,350 shares were deposited into escrow with our counsel under the terms of an escrow agreement pending possible post-closing adjustments in the purchase price related to working capital and audited financial statement adjustments, as well as in connection with possible indemnification claims post-closing. The operating results of this acquisition have been included in the consolidated statements of operations since the acquisition date. As a result of the business acquisition, the Company recognized goodwill in the amount of $4,013,034. The factors contributing to the recognition of the amount of goodwill are based on strategic benefits that are expected to be realized from acquiring NetSeer's assembled workforce in addition to other synergies gained from integrating NetSeer's operations into the Company’s consolidated structure. The Company incurred approximately $350,000 in acquisition related costs, which are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations.
 

Total consideration paid in common stock (with marketability discount applied)
$
4,459,244

Fair value of assets acquired:


Accounts receivable, net
(2,292,485
)
Prepaid expenses and other current assets
(236,163
)
Property and equipment, net
(119,101
)
Goodwill
(4,013,034
)
Intangible assets
(4,360,000
)
Fair value of liabilities assumed:


Accounts payable
$
3,579,787

Accrued expenses and other current liabilities
1,152,789

Other long-term liabilities
49,149

Debt
2,015,577

Cash received in acquisition
$
235,763