Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 23, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | PARETEUM Corp | ||
Entity Central Index Key | 1,084,384 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 29 | ||
Trading Symbol | TEUM | ||
Entity Common Stock, Shares Outstanding | 12,766,102 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 931,189 | $ 369,250 |
Financing receivable | 0 | 272,425 |
Restricted cash | 564,018 | 246,151 |
Accounts receivable, net of an allowance for doubtful accounts of $88,528 at December 31, 2016 and $269,608 at December 31, 2015 | 614,670 | 1,112,032 |
Prepaid expenses and other current assets | 1,084,994 | 2,016,236 |
Total current assets | 3,194,871 | 4,016,094 |
NON-CURRENT ASSETS | ||
OTHER ASSETS | 129,037 | 473,893 |
NOTE RECEIVABLE | 1,012,603 | 0 |
PROPERTY AND EQUIPMENT, NET | 8,708,778 | 13,051,375 |
INTANGIBLE ASSETS, NET | 0 | 258,630 |
ASSETS HELD FOR SALE | 0 | 4,564,972 |
GOODWILL | 0 | 3,027,422 |
TOTAL ASSETS | 13,045,289 | 25,392,386 |
CURRENT LIABILITIES | ||
Accounts payable and customer deposits | 2,316,768 | 2,639,863 |
Obligations under capital leases (current portion) | 10,813 | 310,403 |
Net billings in excess of revenues | 951,791 | 1,259,545 |
Accrued expenses and other payables | 6,013,620 | 5,031,712 |
Senior Secured Loan - Short Term (Principal repayments coming 12 months) | 4,000,000 | 5,580,277 |
Total current liabilities | 13,292,992 | 14,821,800 |
LONG TERM LIABILITIES | ||
Derivative liabilities | 4,265,829 | 945,618 |
Non-current portion of obligation under capital leases | 0 | 5,621 |
Other long term liabilities | 192,980 | 260,290 |
Unsecured Convertible Promissory Note (net of Debt Discount and Debt Issuance) | 821,048 | 238,829 |
Senior Secured Loan - Long Term (net of Debt Discount, Debt Issuance and Principal repayments coming 12 months) | 3,715,662 | 0 |
Non-current portion of net billings in excess of revenues | 121,309 | 1,066,687 |
Total long term liabilities | 9,116,828 | 2,517,045 |
Total liabilities | 22,409,820 | 17,338,845 |
Commitments and Contingencies (See Notes) | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred Stock $0.00001 par value, 50,000,000 shares authorized, 249 issued and outstanding as of December 31, 2016 | 2,143,196 | 0 |
Common Stock $0.00001 par value, 500,000,000 shares authorized, 8,376,267 issued and outstanding as of December 31, 2016 and 6,455,055 shares issued and outstanding as of December 31, 2015 | 280,653,362 | 269,470,165 |
Accumulated other comprehensive loss | (5,086,902) | (5,789,975) |
Accumulated deficit | (287,080,234) | (255,635,531) |
Pareteum Corporation stockholders’ (deficit) equity | (9,370,578) | 8,044,659 |
NON-CONTROLLING INTEREST | 6,047 | 8,882 |
Total stockholders’ (deficit) equity | (9,364,531) | 8,053,541 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 13,045,289 | $ 25,392,386 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Allowance for Doubtful Accounts Receivable, Current | $ 88,528 | $ 269,608 |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 249 | 0 |
Preferred Stock, Shares Outstanding | 249 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 8,376,267 | 6,455,055 |
Common Stock, Shares, Outstanding | 8,376,267 | 6,455,055 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUES | $ 12,855,811 | $ 31,015,453 |
COST AND OPERATING EXPENSES | ||
Cost of service (excluding depreciation and amortization) | 3,658,667 | 5,926,291 |
Product development | 3,543,590 | 4,543,492 |
Sales and marketing | 1,340,959 | 2,633,958 |
General and administrative | 11,708,151 | 11,649,914 |
Restructuring charges | 1,638,049 | 1,254,598 |
Depreciation and amortization of intangibles assets | 4,246,787 | 6,623,985 |
Impairment for assets held and used | 850,985 | 2,681,407 |
Impairment of goodwill | 3,228,930 | 0 |
Loss on sale of assets | 1,542,374 | 0 |
Total cost and operating expenses | 31,758,492 | 35,313,645 |
LOSS FROM OPERATIONS | (18,902,681) | (4,298,192) |
OTHER INCOME (EXPENSE) | ||
Interest income | 112,169 | 106,028 |
Interest expense | (1,228,201) | (1,488,203) |
Interest expense related to debt discount and conversion feature | (6,041,607) | (682,389) |
Changes in derivative liabilities | (3,316,199) | 299,948 |
(Loss) Gain on Extinguishment of Debt | (541,899) | 2,475,799 |
Other income and (expense), net | (220,927) | (922,894) |
Amortization of deferred financing costs | (1,267,073) | (513,557) |
Total other (expense) | (12,503,737) | (725,268) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (31,406,418) | (5,023,460) |
Provision (Benefit) for income taxes | 38,286 | (17,225) |
NET LOSS | (31,444,704) | (5,006,235) |
OTHER COMPREHENSIVE LOSS | ||
Foreign currency translation gain (loss) | 703,073 | (2,662,843) |
COMPREHENSIVE LOSS | $ (30,741,631) | $ (7,669,078) |
Net loss per common share and equivalents - basic | $ (4.67) | $ (0.79) |
Net loss per common share and equivalents - diluted | $ (4.67) | $ (0.79) |
Weighted average shares outstanding during the period - basic | 6,738,971 | 6,328,082 |
Weighted average shares outstanding during the period - diluted | 6,738,971 | 6,328,082 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Other comprehensive income [Member] | Accummulated Deficit [Member] |
Beginning Balance at Dec. 31, 2014 | $ 10,603,246 | $ 0 | $ 264,359,674 | $ (3,127,132) | $ (250,629,296) |
Beginning Balance (in shares) at Dec. 31, 2014 | 0 | 6,186,850 | |||
Shares issued for warrant exercises | 1,727,487 | $ 0 | $ 1,727,487 | 0 | 0 |
Shares issued for warrant exercises (in shares) | 0 | 161,189 | |||
Shares issued for employee stock option exercises | 5,861 | $ 0 | $ 5,861 | 0 | 0 |
Shares issued for employee stock option exercises (in shares) | 0 | 346 | |||
Shares issued for board and management compensation | 1,150,678 | $ 0 | $ 1,150,678 | 0 | 0 |
Shares issued for board and management compensation (in shares) | 0 | 106,668 | |||
Shares issued for acquisitions | 0 | $ 0 | $ 0 | 0 | 0 |
Shares issued for acquisitions (in shares) | 0 | 0 | |||
Shares issued for Conversion of Notes | 0 | ||||
Shares issued to consultants | 0 | $ 0 | $ 0 | 0 | 0 |
Shares issued to consultants (in shares) | 0 | 0 | |||
Shares to be issued to officers and employees | 24,305 | $ 0 | $ 24,305 | 0 | 0 |
Amortization of Stock Options expense | 1,814,531 | 0 | 1,814,531 | 0 | 0 |
Costs attributable to share issuances | (65,000) | 0 | (65,000) | 0 | 0 |
FMV of warrants issued classified as Debt Discount | 452,629 | 0 | 452,629 | 0 | 0 |
Other comprehensive loss due to foreign exchange rate translation net of tax | (2,662,843) | 0 | 0 | (2,662,843) | 0 |
Net Loss | (5,006,235) | $ 0 | $ 0 | 0 | (5,006,235) |
Reverse Stock Split Rounding (in shares) | 0 | 2 | |||
Ending Balance at Dec. 31, 2015 | 8,044,659 | $ 0 | $ 269,470,165 | (5,789,975) | (255,635,531) |
Ending Balance (in shares) at Dec. 31, 2015 | 0 | 6,455,055 | |||
Preferred Stock | 2,490,000 | $ 2,490,000 | $ 0 | ||
Preferred Stock (in shares) | 249 | ||||
Shares issued for warrant exercises | 397,200 | $ 0 | $ 397,200 | 0 | 0 |
Shares issued for warrant exercises (in shares) | 0 | 120,000 | |||
Shares issued for board and management compensation | 668,642 | $ 0 | $ 668,642 | 0 | 0 |
Shares issued for board and management compensation (in shares) | 0 | 104,671 | |||
Shares issued for Settlement of Debt | 1,418,505 | $ 0 | $ 1,418,505 | 0 | 0 |
Shares issued for Settlement of Debt (in shares) | 0 | 408,257 | |||
Shares issued for Conversion of Notes | 5,238,329 | $ 0 | $ 5,238,329 | 0 | 0 |
Shares issued for Conversion of Notes (in shares) | 0 | 1,009,373 | |||
Shares issued for Loan Amendments | 153,305 | $ 0 | $ 153,305 | 0 | 0 |
Shares issued for Loan Amendments (in shares) | 0 | 46,315 | |||
Stock awards issued to Management | 711,900 | $ 0 | $ 711,900 | 0 | 0 |
Stock awards issued to Management (in shares) | 0 | 160,000 | |||
Stock awards issued to Staff | 106,232 | $ 0 | $ 106,232 | 0 | 0 |
Stock awards issued to Staff (in shares) | 0 | 39,166 | |||
Shares issued to consultants | 77,105 | $ 0 | $ 77,105 | 0 | |
Shares issued to consultants (in shares) | 0 | 33,427 | |||
Shares to be issued to officers and employees | 669,908 | $ 0 | $ 669,908 | 0 | 0 |
Amortization of Stock Options expense | 1,674,247 | 0 | 1,674,247 | 0 | 0 |
Costs attributable to share issuances | (368,056) | (346,804) | (21,252) | 0 | 0 |
Repricing of warrants issued classified as Debt Discount | 89,076 | $ 0 | $ 89,076 | 0 | 0 |
Repricing of warrants issued classified as Debt Discount (in shares) | 0 | 0 | |||
Other comprehensive loss due to foreign exchange rate translation net of tax | 703,073 | $ 0 | $ 0 | 703,073 | 0 |
Net Loss | (31,444,704) | $ 0 | $ 0 | 0 | (31,444,703) |
Reverse Stock Split Rounding (in shares) | 0 | 3 | |||
Ending Balance at Dec. 31, 2016 | $ (9,370,578) | $ 2,143,196 | $ 280,653,362 | $ (5,086,902) | $ (287,080,234) |
Ending Balance (in shares) at Dec. 31, 2016 | 249 | 8,376,267 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (31,444,704) | $ (5,006,235) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 4,246,787 | 6,623,985 |
Provision for doubtful accounts | (88,528) | 269,608 |
Stock based compensation | 3,897,437 | 3,481,908 |
Change in fair value of warrant liability | 3,316,199 | (299,948) |
Amortization of deferred financing costs | 1,267,073 | 513,557 |
Interest expense relating to debt discount and conversion feature | 6,041,607 | 682,389 |
Other (income) and expense, net | 220,927 | 922,894 |
Loss (Gain) on Extinguishment of Debt | 541,899 | (2,475,799) |
Impairment for assets held and used | 850,985 | 2,681,407 |
Impairment of goodwill | 3,228,930 | 0 |
Loss on sale of assets | 1,542,374 | 0 |
Changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 621,532 | 6,566,499 |
Decrease in prepaid expenses, deposits and other assets | 1,637,006 | 759,275 |
Increase in accounts payable and customer deposits | 80,520 | 2,627,745 |
Decrease in net billings in excess of revenues | (1,169,136) | (9,753,225) |
Increase in accrued expenses and other payables | 1,551,261 | 1,385,775 |
Net cash (used in) provided by operating activities | (3,657,831) | 8,979,835 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (1,413,160) | (7,709,972) |
Advance Purchase Payment on “Assets held for Sale” | 450,000 | 0 |
Proceeds from sale of assets | 2,000,000 | 0 |
Net cash provided by (used in) investing activities | 1,036,840 | (7,709,972) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Financing receivable | 355,000 | 1,645,000 |
Exercise of warrants & options | 0 | 5,861 |
Equity and Debt issuance costs paid | (1,338,821) | (532,558) |
Principal payment on 2014 10% + Eurodollar 3rd Party Loan | (966,809) | (5,500,000) |
Proceeds from convertible promissory note | 2,273,000 | 1,275,000 |
Unsecured promissory note | 350,000 | 0 |
Gross proceed from Preferred A and A-1 shares issuance | 2,490,000 | 0 |
Net cash provided by (used in) financing activities | 3,162,370 | (3,106,697) |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | 20,560 | 301,924 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 561,939 | (1,534,910) |
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD | 369,250 | 1,904,160 |
CASH AND CASH EQUIVALENTS, END OF THE PERIOD | 931,189 | 369,250 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 909,637 | 1,136,021 |
Cash paid during the period for income taxes | 15,581 | 14,771 |
NON-CASH INVESTING ACTIVITIES: | ||
Note receivable from sale of assets | 1,000,000 | 0 |
NON-CASH FINANCING ACTIVITIES: | ||
Conversion of 9% unsecured convertible note | 5,238,329 | 0 |
Shares issued for payables | $ 700,425 | $ 0 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | |
Interest Rate Percentage | 9.00% | 9.00% | |
2014 Term Loan Agreement [Member] | |||
Loan payable, interest rate spread | 10.00% | 10.00% | |
Description of variable rate basis | Eurodollar | Eurodollar |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | Note 1. Business and Summary of Significant Accounting Policies Pareteum has developed a Communications Cloud Services Platform The Pareteum platform hosts integrated IT/Back Office and Core Network functionality for mobile network operators, and for enterprises implement and leverage mobile communications solutions on a fully outsourced SaaS, PaaS and/or IaaS basis: made available either as an on-premise solution or as a fully hosted service in the Cloud depending on the needs of our customers. Pareteum also delivers an Operational Support System (“OSS”) for channel partners, with Application Program Interfaces (“APIs”) for integration with third party systems, workflows for complex application orchestration, customer support with branded portals and plug-ins for a multitude of other applications. These features facilitate and improve the ability of our channel partners to provide support and to drive sales. Liquidity As reflected in the accompanying consolidated financial statements, the Company reported net (loss) of $ (31,444,704) (5,006,235) (287,080,234) The cash balance of the Company at December 31, 2016 was $ 931,189 The Company’s financial statements through December 31, 2016 were materially impacted by a number of events: · Divestiture of ValidSoft, on September 30, 2016, through a management buyout; · Financing activity related to issuance of preferred shares and increase in note payable with its senior secured lender; · Financing activity related to issuance of preferred shares and increase in note payable with its senior secured lender; · the settlement with Cross River Investments (“CRI”) to issue 176,000 · the restructuring of the Company. The substantial three phase restructuring plan (the “Plan”) was completed in the third quarter 2016. The Plan which commenced in the fourth quarter of 2015, was designed to align actual expenses and investments with current revenues as well as introduce new executive management. The first and second phase of the Plan encompassed fourth quarter 2015 through second quarter 2016. The third and final phase of the Plan impacted third quarter 2016 results with a $ 0.6 2.7 0.7 The sale of ValidSoft at the end of the third quarter for the price of $ 3.0 2.0 1.0 2.0 Although the Company has previously been able to raise capital as needed, there can be no assurance that additional capital will be available at all, or if available, on reasonable terms. Further, the terms of such financing may be dilutive to our existing stockholders or otherwise on terms not favorable to us, or our existing stockholders. If we are unable to secure additional capital, and/or do not succeed in meeting our cash flow objectives or the Lender takes steps to call the loan before new capital is attracted, the Company will be materially and negatively impacted, and we may have to significantly reduce our operations. As of December 31, 2016, these events raise substantial doubts about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On December 31, 2016, we had $931,189 in cash and cash equivalents. Based on our current expectationswith respect to our revenue and expenses, we expect that our current level of cash and cash equivalents will be sufficient to meet our liquidity needs for the next twelve months. If our revenues do not grow as expected and if we are not able to manage expenses sufficiently, including required payments pursuant to the terms of the senior secured debt, we may be required to obtain additional equity or debt financian. In additiona, we currently have an S-3 registration statement filed with the SEC to potentially raise more capital. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Pareteum Corporation and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). All intercompany transactions and account balances have been eliminated in consolidation. The Company’s subsidiaries are: · its wholly-owned subsidiary Elephant Talk Europe Holding B.V. and its wholly owned subsidiaries, Elephant Talk Communications Italy S.R.L., Elephant Talk Business Services W.L.L., Guangzhou Elephant Talk Information Technology Limited, Elephant Talk Deutschland GmbH, Morodo Group Ltd. (dissolved May 10, 2016), and the majority owned (51%) subsidiaries Elephant Talk Communications PRS U.K. Limited and (51%) ET-UTS NV; · Elephant Talk Europe Holding B.V.’s wholly-owned subsidiary Elephant Talk Communication Holding AG and its wholly-owned subsidiaries Elephant Talk Communications S.L.U., Elephant Talk Mobile Services B.V., Elephant Talk Telekom GmbH, Elephant Talk Communication Carrier Services GmbH, Elephant Talk Communication Schweiz GmbH and the subsidiary Elephant Talk Communications Premium Rate Services Netherlands B.V.; · Elephant Talk Telecomunicação do Brasil LTDA, is owned 90 10 · Elephant Talk Europe Holding B.V.’s majority ( 100 100 99 · its wholly-owned subsidiary Elephant Talk Limited (“ETL”) and its majority owned ( 50.54 · its wholly-owned subsidiary Pareteum North America, Corp; and · Elephant Talk Europe Holding B.V.’s majority owned subsidiary ( 99.998 99 · PT Elephant Talk Indonesia is owned by Elephant Talk Europe Holding B.V. The functional currency is Euros for the Company’s wholly-owned subsidiary Elephant Talk Europe Holding B.V. and its subsidiaries. The financial statements of the Company were translated to USD using period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses, and capital accounts were translated at their historical exchange rates when the capital transaction occurred. In accordance with ASC 830, Foreign Currency Matters, net gains and losses resulting from translation of foreign currency financial statements are included in the statement of changes in stockholder’s equity as other comprehensive income (loss). Foreign currency transaction gains and losses are included in consolidated income/(loss), under the line item ‘Other income/(expense)’. The preparation of the accompanying consolidated financial statements conforms with accounting principles generally accepted in the U.S. and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant estimates include the bad debt allowance, revenue recognition, impairment of long-lived assets, valuation of financial instruments, useful lives of long-lived assets and share-based compensation. Actual results may differ from these estimates under different assumptions or conditions. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company has full access to the whole balance of cash and cash equivalents on a daily basis without any delay. Financing receivables as of December 31, 2016 is $ 0 272,425 Restricted cash as of December 31, 2016 and 2015 was $ 564,018 246,151 500,000 The Company’s customer base consists of a geographically dispersed customer base. The Company maintains an allowance for potential credit losses on accounts receivable. The Company makes ongoing assumptions relating to the collectability of our accounts receivable. The accounts receivable amounts presented on our balance sheets include reserves for accounts that might not be collected. In determining the amount of these reserves, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact the level of credit losses in the future. The Company’s reserves have generally been adequate to cover its actual credit losses. However, since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot guarantee that its reserves will continue to be adequate. If actual credit losses are significantly greater than the reserves, the Company would increase its general and administrative expenses and increase its reported net losses. Conversely, if actual credit losses are significantly less than our reserve, this would eventually decrease the Company’s general and administrative expenses and decrease its reported net losses. Allowances are recorded primarily on a specific identification basis. See Note 2 of the Financial Statements for more information. At the inception of a lease covering equipment or real estate, the lease agreement is evaluated under the criteria of ASC 840, Leases. Revenue primarily represents amounts earned for our mobile and security solutions. Our mobile and security solutions are hosted software where the customer does not take possession of the software and are therefore accounted for as subscriptions. We also offer customer support and professional services related to implementing and supporting our suite of applications. Revenues generally are recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. Hosting subscriptions provide customers access to our software on a subscription basis, and support services (e.g. network operations and second line helpdesk) related to those arrangements. Hosting subscriptions for the use of our software generally include a usage-based license for which revenues are recognized commensurate with the customer utilization (for example, the number of mobile users on the network) commencing with the date our service is made available to customers and when all of the following conditions have been met: (i) there is persuasive evidence of an arrangement; (ii) delivery has occurred; (iii) the fee is fixed or determinable; and (iv) collectability of the fee is reasonably assured. Revenue is recorded as deferred revenue before all of the relevant criteria for revenue recognition are satisfied. The Company enters into arrangements that include various combinations of hosting subscriptions and services, where elements are delivered over different periods of time. Such arrangements are accounted for in accordance with ASC 605-25 “Revenue Recognition-Multiple Element Arrangements.” Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. The elements in a multiple element arrangement are identified and are separated into separate units of accounting at the inception of the arrangement and revenue is recognized as each element is delivered. Delivered item or items are considered a separate unit of accounting when both of the following criteria are met: (i) the delivered item or items have value to the customer on a stand-alone basis, meaning the delivered item or items have value on a standalone basis if it sold separately by any vendor or the customer could resell the delivered item or items on a stand-alone basis, and (ii) if the arrangement includes a general right of return related to the delivered item, delivery or performance of the undelivered item or items are considered probably and substantially in the control of the Company. Total consideration of a multiple-element arrangement is allocated to the separate units of accounting at the inception of the arrangement based on the relative selling price method using the hierarchy prescribed in ASC 605-25. In accordance with that hierarchy if vendor specific objective evidence (VSOE) of fair value or, third-party evidence (TPE) does not exist for the element, then the best estimated selling price (BESP) is used. Since the Company does not have VSOE or TPE, the Company uses BESP to allocate consideration for all units of accounting in our hosting arrangements. In determining the BESP, the Company considers multiple factors which include, but are not limited to the following: (i) gross margin objectives and internal costs for services; (ii) pricing practices and market conditions; (iii) competitive landscape; and (iv) growth strategy. In the paragraphs below we explain the revenue recognition policy for each element. For managed services, revenues are recognized for network administration services provided to end users on behalf of Mobile Network Operators (MNO) and virtual Mobile Network Operators (MVNO’s). Managed service revenues are recognized monthly based on an average number of end-users managed and calculated on a pre-determined service fee per user. For bundled services, the Company provides both network administration as well as mobile airtime management services. Revenues for bundled services are recognized monthly based on an average number of end-users managed and mobile air time, calculated based on a pre-determined service fee. Technical services that meet the criteria to be separated as a separate unit of accounting are recognized as the services are performed. Services that do not meet the criteria to be accounted for as a separate unit of accounting are deferred and recognized ratably over the estimated customer relationship. Our arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. Telecommunication revenues are recognized when delivery occurs based on a pre-determined rate and number of user minutes and calls that the Company has managed in a given month. Professional services and other revenue include fees from consultation services to support the business process mapping, configuration, data migration, integration and training. Amounts that have been invoiced are recorded in accounts receivable and in net billings in excess of revenues or revenue, depending on whether the revenue recognition criteria have been met. Revenue for professional and consulting services in connection with an implementation or implantation of a new customer that is deemed not to have stand-alone value is recognized over the estimated customer relationship commencing when the subscription service is made available to the customer. Revenue from other professional services that provide added value such as new features or enhancements to the platform that are deemed to have standalone value to the customer are recognized when the feature is activated. Cost of Service Cost of service includes origination, termination, network and billing charges from telecommunications operators, costs of telecommunications service providers, network costs, data center costs, facility cost of hosting network and equipment and cost in providing resale arrangements with long distance service providers, cost of leasing transmission facilities, international gateway switches for voice, data transmission services, and the Cost of professional services of staff directly related to the generation of revenues, consisting primarily of employee-related costs associated with these services, including share-based expenses and the cost of subcontractors. Cost of service excludes depreciation and amortization. Research and development expenditures are expensed in the period incurred, and these expenses are included within the operating expenses function Product Development. Costs incurred during the application development stage of internal-use software projects, such as those used in the Company’s operations, are capitalized in accordance with the accounting guidance for costs of computer software developed for internal use in ASC 350-40. There are three main stages of computer software development. These stages are defined as (1) the preliminary project stage, (2) the application development stage, and (3) the post-implementation / operation stage. Only costs included in the application development stage are eligible for capitalization. Capitalization of costs begins once management authorizes and commits funding and the preliminary project stage is completed. Capitalized costs are amortized on a straight-line basis. When assigning useful lives to internal-use software, the Company considers the effects of obsolescence, competition, technology, and other economic factors. Product Development costs for the period ended December 31, 2016 and 2015 were $ 3,543,590 4,543,492 990,076 4,142,089 ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The business operates as one single segment and discrete financial information is based on the whole, not segregated; and is used by the chief decision maker accordingly. The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and customer deposits approximate their fair values based on their short-term nature. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. The Company’s conversion feature, a derivative instrument, is recognized in the balance sheet at its fair values with changes in fair market value reported in earnings. In accordance with ASC 820, Fair Value Measurement (“ASC 820”), the Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2 Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but are traded less frequently, derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the market and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3 Instruments that have little to no pricing observability as of the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. The Company has three asset groups that are valued at fair value categorized within Level 3: Derivative liabilities (recurring measurement), goodwill and intangibles (non-recurring measurements) for the impairment test. Below are discussions of the main assumptions used for the recurring measurements. Recurring Measurement - Warrant Derivative Liabilities and Conversion Feature Derivative (see also Note 13 and 14) Number of Outstanding Warrants and/or Convertible Notes The number of outstanding warrants and/or convertible notes is adjusted every re-measurement date after deducting the exercise or conversion of any outstanding warrants convertible notes during the previous reporting period. Stock Price at Valuation Date The closing stock price at re-measurement date being the last available closing price of the reporting period taken from www.nasdaq.com. Exercise Price The exercise price is fixed and determined under the terms of the financing facility it was issued. Remaining Term The remaining term is calculated by using the contractual expiration date of the 9 Expected Volatility Management estimates expected cumulative volatility giving consideration to the expected life of the note and/or warrants and calculated the annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the maturity date of the note (reference period). The annual volatility is used to determine the (cumulative) volatility of the Company´s common stock (= annual volatility * square root (expected life)). Liquidity Event We estimate the expected liquidity event giving consideration to the average expectation of the timing of fundraises and the need for those funds offset against scheduled repayment dates and the costs and/or savings of the future steps in re-modelling the organization. Risk-Free Interest Rate Management estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the US Treasury Department with a term equal to the reported rate, or derived by using both spread in intermediate term and rates, up to the expected maturity date of the derivative involved. Expected Dividend Yield Management estimates the expected dividend yield by giving consideration to the Company´s current dividend policies as well as those anticipated in the future considering the Company´s current plans and projections. Mandatory Conversion Condition The Monte Carlo model includes the likelihood of meeting the condition in which the company will be able to call such mandatory conversion of outstanding convertible notes. Mandatory Exercise Condition The Monte Carlo model includes the likelihood of being able to force a mandatory exercise of the warrants prior to the maturity of the warrant agreement. The Company follows the provisions of ASC 718, Compensation-Stock Compensation, (“ASC 718”). Under ASC 718, share-based awards are recorded at fair value as of the grant date and recognized as expense with an adjustment for forfeiture over the employee’s requisite service period (the vesting period, generally up to three years). The share-based compensation cost based on the grant date fair value is amortized over the period in which the related services are received. To determine the value of our stock options at grant date under our employee stock option plan, the Company uses the Black-Scholes option-pricing model. The use of this model requires the Company to make a number of subjective assumptions. The following addresses each of these assumptions and describes our methodology for determining each assumption: Expected Life The expected life represents the period that the stock option awards are expected to be outstanding. The Company uses the simplified method for estimating the expected life of the option, by taking the average between time to vesting and the contract life of the award. Expected Volatility The Company estimates expected cumulative volatility giving consideration to the expected life of the option of the respective award, and the calculated annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the grant-date (reference period). The annual volatility is used to determine the (cumulative) volatility of its common stock (= annual volatility x square root (expected life)). Forfeiture rate The Company is using the aggregate forfeiture rate. The aggregate forfeiture rate is the ratio of pre-vesting forfeitures over the awards granted (pre-vesting forfeitures/grants). The forfeiture discount (additional loss) is released into the profit and loss in the same period as the option vesting-date. The forfeiture rate is actualized every reporting period and due to the firm reorganization the forfeiture rate has been set to zero to reflect the current expectation of the number of leavers. Risk-Free Interest Rate The Company estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the U.S. Treasury Department with a term equal to the reported rate, or derived by using both spread in intermediate term and rates, to the expected life of the award. Expected Dividend Yield The Company estimates the expected dividend yield by giving consideration to our current dividend policies as well as those anticipated in the future considering our current plans and projections. The Company does not currently calculate a discount for any post-vesting restrictions to which our awards may be subject. Income Taxes Current tax is based on the income or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. Establishment of a valuation allowance is provided when it is more likely than not that deferred taxes will be realized. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and reimbursement arrangements among related entities, the process of identifying items of revenue and expenses that qualify for preferential tax treatment and segregation of foreign and domestic income and expense to avoid double taxation. The Company files federal income tax returns in the US, various US state jurisdictions and various foreign jurisdictions. The Company’s income tax returns are open to examination by federal, state and foreign tax authorities, generally for 3 years but can be extended to 6 years under certain circumstances. In other jurisdictions the period for examinations depend on local legislation. The Company’s policy is to record estimated interest and penalties on unrecognized tax benefits as part of its income tax provision. Comprehensive income (loss) include all changes in equity during a period from non-owner sources. For the years ended December 31, 2016 and 2015, the Company’s comprehensive loss consisted of its net loss and foreign currency translation adjustments. The acquisition method of accounting for business combinations as per ASC 805, Business Combinations (“ASC 805”), requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company may adjust the provisional amounts recognized for a business combination). Under the acquisition method of accounting, the identifiable assets acquired, the liabilities assumed, and any non-controlling interests acquired in the acquisition are recognized as of the closing date for purposes of determining fair value. The Company measures goodwill as of the acquisition date as the excess of consideration transferred, over the net of the acquisition date fair value of the identifiable assets acquired and liabilities assumed. Costs that the Company incurs to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and the Company charges them to general and administrative expense as they are incurred. During the measurement period, the Company adjusts the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Measurement period adjustments are reflected retrospectively in all periods being presented in the financial statements. The Company records goodwill when the fair value of consideration transferred in a business combination exceeds the fair value of the identifiable assets acquired and liabilities assumed. Goodwill and other intangible assets that have indefinite useful lives are not amortized, but the Company tests them for impairment annually during its fourth fiscal quarter and whenever an event or change in circumstances indicates that the carrying value of the asset is impaired. The authoritative guidance for the goodwill impairment model includes a two-step process. First, it requires a comparison of the carrying value of the reporting unit to its fair value. If the fair value is determined to be less than the carrying value, a second step is performed. In the second step, the Company compares the implied fair value of goodwill to its carrying value in the reporting unit. The shortfall of the fair value below carrying value, if any, would represent the amount of goodwill impairment charge. We are using the criteria in ASU no. 2011-08 Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which permits the Company to make a qualitative assessment of whether it is more likely than not than not that a reporting unit’s fair value is less than the carrying amount before applying the two-step goodwill impairment test. If the Company concludes that it is not more likely than not that the fair value of a reporting unit is less that its carrying amount, it would not need to perform the two-step impairment test for that reporting unit. The Company tests goodwill for impairment in the fourth quarter of each fiscal year, or sooner should there be an indicator of impairment as per ASC 350, Intangibles Goodwill and Other. After the divestment of ValidSoft and renewed strategy the Company decided to impair the carrying value of goodwill related to ValidSoft. Following the restructuring and rationalization that commenced in the fourth quarter 2015 and continued during 2016 the Morodo and Telnicity related projects were cancelled and the related headcount phased out. As a result, the Company decided to fully impair the carrying value of goodwill related to Morodo and Telnicity. In accordance with ASC 350, Intangibles Goodwill and Other (“ASC 350”), intangible assets are carried at cost less accumulated amortization and impairment charges. Intangible assets are amortized on a straight-line basis over the expected useful lives of the assets, between three and ten years. Other indefinite life intangible assets are reviewed for impairment in accordance with ASC 350, on an annual basis, or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Measurement of any impairment loss for long-lived assets and amortizing intangible assets that management expects to hold and use is tested for impairment when amounts may not be recoverable. Impairment is measured based on the amount of the carrying value that exceeds the fair value of the asset. Property and equipment are initially recorded at cost. Additions and improvements are capitalized, while expenditures that do not enhance the assets or extend the useful life are charged to operating expenses as incurred. Included in property and equipment are certain costs related to the development of the Company’s internally developed software technology platform. The Company has adopted the provisions of ASC 350-40, Accounting for the Costs of Compu |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Accounts, Notes, Loans and Financing Receivable, Net, Current [Abstract] | |
Allowance for Credit Losses [Text Block] | Note 2. Allowance for Doubtful Accounts Accounts receivable are presented on the balance sheet net of estimated uncollectible amounts. The Company records an allowance for estimated uncollectible accounts in an amount approximating anticipated losses. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. The Company recorded an allowance for doubtful accounts of $ 88,528 269,608 Total Balance Allowance Additions- at the for allowance Release Balance beginning Currency doubtful for for at the end of the revaluation accounts doubtful doubtful of the Allowance for doubtful accounts period A B A+B accounts accounts period Year ended December 31, 2016 $ 269,608 $ 9,542 $ 260,066 $ 88,528 260,066 $ 88,528 Year ended December 31, 2015 $ - $ - $ - $ 269,608 $ - $ 269,608 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses And Other Current Assets Disclosure [Text Block] | Note 3. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were recorded at $ 1,084,994 2,016,236 592,445 621,286 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Assets Disclosure [Text Block] | Note 4. Other Assets Other assets at December 31, 2016 and December 31, 2015 are long-term in nature, and consist of long-term deposits, certain R&D credits, and loans to third parties amounting to $ 129,037 473,893 As of December 31, 2016, there was $ 129,037 285,404 47,514 18,585 90,268 |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 5. Note Receivable The sale of ValidSoft at the end of the third quarter for the price of $ 3.0 2.0 1.0 1,000,000 bearing interest of 5 12,603 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 6. Property and Equipment Average December December Estimated 31, 2015 31, 2015 Useful December December (assets held (excl. Assets Lives 31, 2016 31, 2015 for sale) held for sale) Furniture and fixtures 5 $ 155,197 $ 283,387 $ 29,605 $ 253,782 Computer, communication and network equipment 3 10 19,079,117 22,991,043 63,216 22,927,827 Software 5 3,209,318 5,906,917 2,255,695 3,651,222 Automobiles 5 11,897 37,428 - 37,428 Construction in progress for internal use software 786,897 1,299,993 395,585 904,408 Total property and equipment 23,242,426 30,518,768 2,744,101 27,774,667 Less: accumulated depreciation and amortization (14,533,648) (15,496,091) (772,799) (14,723,292) Total property and equipment, net $ 8,708,778 $ 15,022,677 $ 1,971,302 $ 13,051,375 Computers, communications and network equipment includes the capitalization of our systems engineering and software programming activities. Typically, these investments pertain to the Company’s: ⋅ Intelligent Network (IN) platform; ⋅ CRM provisioning Software; ⋅ Mediation, Rating & Pricing engine; ⋅ ValidSoft security software applications; ⋅ Operations and business support software; and ⋅ Network management tools. Construction in progress (“CIP”) for internal use software consists of software projects in developments that have not been completed, and equipment acquired from third parties but not yet ready for service. The total amount of product development costs (internal use software costs) that are capitalized in Property & Equipment during the years ended December 31, 2016 and 2015 was $ 990,076 4,142,089 Upon completion of development, the assets are reclassified from CIP to the appropriate Property and Equipment category, at which point the assets begin to depreciate or amortize. During the year ended December 31, 2016, the Company transferred $ 214,770 5,697,792 850,985 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets Disclosure [Text Block] | Note 7. Intangible Assets Intangible assets include customer contracts, telecommunication licenses and integrated, multi-country, centrally managed switch-based interconnects as well as ValidSoft Intellectual Property, including but not limited to software source codes, applications, customer list & pipeline, registration & licenses, patents and trademark/brands. December December Useful December 31, December 2015 (excl. Lives 2016 2015 for sale) for sale) Customer Contracts, Licenses, Interconnect & Technology 5 - 10 $ 315,610 $ 688,963 $ - $ 688,963 ValidSoft IP & Technology 1 - 10 - 13,257,272 12,930,083 327,189 Total intangible assets 315,610 13,946,235 12,930,083 1,016,152 Less: Accumulated Amortization (315,610) (430,333) - (430,333) Less: Accumulated Amortization ValidSoft IP & Technology - (10,663,602) (10,336,413) (327,189) Total intangible assets, Net $ - $ 2,852,300 $ 2,593,670 $ 258,630 During the year ended December 31, 2016, intangible assets were fully amortized. |
Long Lived Assets held for Sale
Long Lived Assets held for Sale | 12 Months Ended |
Dec. 31, 2016 | |
Long Lived Assets held for Sale [Abstract] | |
Long Lived Assets Held-for-sale [Text Block] | Note 8. Long Lived Assets held for Sale In 2015, the Company committed to a plan to sell the subsidiaries ValidSoft Ireland Ltd and ValidSoft UK Ltd. (jointly ‘ValidSoft’) within a time period of less than 12 months as of balance sheet date. Combined with other criteria as described in ASC 360-10-45-9 and ASC 360-10-45-11 we determined the long lived assets related to ValidSoft should be classified as held for sale as of the fourth quarter of 2015. Average Estimated Useful December 31, December 31, Assets Held for Sale Lives 2016 2015 Property & Equipment Furniture and fixtures 5 $ - $ 29,605 Computer, communication and network equipment 3 10 - 63,216 Software 5 - 2,255,695 Automobiles 5 - - Construction in progress for internal use software - 395,585 - 2,744,101 Less: accumulated depreciation - (772,799) Total property and equipment, net $ - $ 1,971,302 Intangible Assets IP and Technology 3 10 - 12,930,083 Less: accumulated amortization - (10,336,413) Total intangible Assets, net $ - $ 2,593,670 Total Assets Held for Sale Property & Equipment and Intangible Assets - 15,674,184 Less: accumulated depreciation and amortization - (11,109,212) Total Assets Held for Sale, net $ - $ 4,564,972 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill [Abstract] | |
Goodwill Disclosure [Text Block] | Note 9. Goodwill December 31, December 31, Goodwill 2016 2015 Goodwill ValidSoft Ltd $ - $ 2,659,866 Goodwill Morodo Ltd. - 177,155 Goodwill Telnicity - 190,401 Total $ - $ 3,027,422 After the divestment of ValidSoft and the renewed strategy the Company decided to impair the carrying value of goodwill related to ValidSoft. Following the restructuring and rationalization that commenced in the fourth quarter 2015 the Morodo and Telnicity related projects were cancelled and the related headcount phased out. As a result, the Company decided to fully impair the carrying value of goodwill related to Morodo and Telnicity. |
Accounts payable and Customer D
Accounts payable and Customer Deposits | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 10. Accounts payable and Customer Deposits December 31, December 31, 2016 2015 Accounts payable $ 2,316,768 $ 2,574,425 Customer deposits - 65,438 Total Accounts payable and Customer Deposits $ 2,316,768 $ 2,639,863 The customer deposits in 2015 relate to Dutch MVNOs of which the relationship was terminated during 2016. |
Net Billings in Excess of Reven
Net Billings in Excess of Revenues | 12 Months Ended |
Dec. 31, 2016 | |
Billings in Excess of Cost [Abstract] | |
Net Billings in Excess of Revenues [Text Block] | Note 11. Net Billings in Excess of Revenues Because the Company recognizes revenue upon performance of services, net billings in excess of revenues represents amounts received from the customers for which either delivery has not occurred or against future sales of services. As of December 31, 2016, the balance of short term net billings in excess of revenues was $ 951,791 121,309 1,073,100 1,259,545 1,066,687 2,326,232 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities Current Disclosure [Text Block] | Note 12. Accrued Expenses December 31, December 31, 2016 2015 Accrued selling, general and administrative expenses $ 4,955,959 $ 3,648,920 Accrued cost of service 394,496 297,370 Accrued taxes (including VAT) 127,434 708,002 Accrued interest payable 132,632 199,104 Other accrued expenses 403,099 178,316 Total accrued expenses $ 6,013,620 $ 5,031,712 Accrued taxes include income taxes payable as of December 31, 2016 amounting to $ 9,442 Accrued Selling, General and Administrative expenses include social security premiums, personnel related costs such as payroll taxes, provision for holiday allowance, accruals for marketing and sales expenses, and office related expenses. |
Unsecured Convertible Promissor
Unsecured Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2016 | |
Unsecured Convertible Promissory Notes [Member] | |
Debt Disclosure [Text Block] | Note 13. Unsecured Convertible Promissory Notes The Unsecured Convertible Promissory Notes can be split into two groups, the breakdown is as follows and we recognize the following events during the last quarter. Breakdown of the Unsecured Convertible Promissory Outstanding Closing(s) Regular Conversions December 9% Unsecured Convertible Note (Private Offering Q4-2015 - Q1-2016) $ (320,729) $ (453,176) $ (693,592) $ 1,064,868 $ (238,829) 9% Saffelberg Note (Unsecured Convertible) $ (500,319) $ (472,656) $ (27,662) $ - $ - $ (821,048) $ (925,832) $ (721,254) $ 1,064,868 $ (238,829) On December 18, 2015, the Company consummated a closing (“Initial Closing”) and on March 14, 2016 the Company consummated the last of twelve closings of its private placement offering (the “Offering”) of Units (as defined below) to “accredited investors” (as defined in Rule 501(a) of the Securities Act of 1933, as amended, the “Securities Act”) (“Investors”). The closings have been part of a “best efforts” private placement offering of up to $ 4,200,000 140 9 30,000 7.50 4,000 11.25 The Units were offered and sold pursuant to an exemption from registration under Section 4(2) and Regulation D of the Securities Act. During 2016 and 2015, the Company sold an aggregate of $ 3,548,000 473,067 The Warrants entitle the holders to purchase shares of Common Stock reserved for issuance thereunder for a period of five years from the date of issuance and contain certain anti-dilution rights on terms specified in the Warrants. The Note Shares and Warrant Shares will be subject to full ratchet anti-dilution protection for the first 24 months following the issuance date and weighted average anti-dilution protection for the 12 months period after the first 24 months following the issuance date. In December 2016 the Company and the holders agreed upon modification of the Warrants to redeem the above anti-dilution protection and offered an exercise price adjustment to $ 3.75 10 The Company filed an S-3 registration statement registering the Note Shares and Warrant Shares of the Offering which became effective November 14, 2016. In connection with the Private Placement Offering, the Company retained a registered FINRA broker dealer (the “Placement Agent”) to act as the placement agent. For acting as the placement agent, we agreed to pay the Placement Agent, subject to certain exceptions: (i) a cash fee equal to seven percent ( 7 1 7 7.50 7 11.25 33,115 11.25 33,115 7.50 The aggregate number of units sold during the offering period in 2015 and 2016 resulted in a gross proceed of $ 3,458,000 3,039,932 The value of the warrants and the conversion feature to the investors and the Placement Agent cash fees and warrants have been capitalized and off set against the liability for the Notes. By doing this the Company followed the new ASU 2015-03 guidelines to also offset the debt issuance costs against the liability of the convertible notes. This resulted in a total initial debt discount of $ 2,395,290 467,568 Promissory Note (Maturing December 2018) Conversions Additional Regular (during 2016) Closings Amortizations including 10% Early Outstanding December (during (during accelerated Repayment December 31, 2015 2016) 2016) amortization Short Term 31, 2016 Convertible Note Principal Amount Principal Amount (Long Term) $ (1,275,000) $ (2,273,000) $ - $ 2,823,000 $ - $ (725,000) 10% Early Repayment (Short Term) - - - 255,300 (354,800) (99,500) Debt Discounts & Financing Costs Investor Warrants 543,548 1,105,059 (346,454) (1,062,843) - 239,310 Conversion Feature value 214,159 296,414 (133,988) (302,669) - 73,916 7% Agent Warrants 86,593 144,158 (63,284) (134,657) - 32,810 Financing Costs 191,871 274,193 (149,866) (513,263) 354,800 157,735 $ (238,829) $ (453,176) $ (693,592) $ 1,064,868 $ - $ (320,729) Breakdown of the 9% Saffelberg Note (Unsecured Convertible) (Maturing August 18, 2019) December 31, Closing during Regular Conversions Outstanding Convertible Note Principal Amount Principal Amount (Long Term) $ - $ (723,900) $ - $ - $ (723,900) Debt Discounts & Financing Costs Investor Warrants - 179,527 (19,294) - 160,234 Conversion Feature value - 71,717 (8,369) - 63,348 Financing Costs - - - - - $ - $ (472,656) $ (27,662) $ - $ (500,319) |
Warrant and Conversion Feature
Warrant and Conversion Feature Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Warrant And Conversion Feature Liabilities [Abstract] | |
Warrant And Conversion Feature Liabilities [Text Block] | Note 14. Warrant and Conversion Feature Liabilities The issuance of the 9% Convertible Note (Investors), the Saffelberg Note (Other Investor), the 13%+Eurodollar Senior Secured Credit Agreement (Lender) and Placement Agent Fees (Agent) all resulted in rights to convert outstanding debt or exercise rights to buy common shares of the Company. The Company has identified the following number of rights owned by the holders for the following groups. Number of underlying shares for Agreement Warrants & Conversion Feature issued Amendments / in relation with the 9% Unsecured Outstanding Additional Shares issued Outstanding Subordinated Convertible Promissory December 31, closings during for Converted Exercises / December 31, Note(s) 2016 2016 Interest Conversions 2015 9% Convertible Note - Investors 212,667 303,067 748,973 (1,009,373) 170,000 9% Convertible Note - Other Investor 134,679 134,679 - - - FMV Conversion Feature 347,346 437,746 748,973 (1,009,373) 170,000 Lender Warrants 1,273,018 - 1,273,018 - - Investor Warrants 520,374 303,067 47,307 - 170,000 Other Investor Warrants 96,520 96,520 - - - 7% Agent Warrants 66,229 42,429 - - 23,800 8% Agent Warrants 68,445 - 68,445 - - FMV Warrant Liabilities 2,024,586 442,016 1,388,770 - 193,800 Total 2,371,932 879,762 2,137,743 (1,009,373) 363,800 Most of them initially contained certain conditions which resulted in the obligation to account for those elements as Derivative Liabilities. The Company has identified the following derivatives in fair value amounts of outstanding rights owned by the holders for the following groups. Additional Mark to FMV as FMV as of closings Agreement market of Fair Market Value Warrants & December during Amendments/ adjustment December Conversion Feature 31, 2016 2016 Conversions Ytd-2016 31, 2015 9% Convertible Note - Investors $ - $ 296,413 $ (1,675,439) $ 1,118,628 $ 260,398 9% Convertible Note - Other Investor 438,448 71,717 - 366,731 - FMV Conversion Feature $ 438,448 $ 368,130 $ (1,675,439) $ 1,485,359 $ 260,398 Lender Warrants 3,362,284 769,861 (109,756) 2,702,178 - Investor Warrants - 1,105,059 (919,760) (776,772) 591,473 Other Investor Warrants 188,214 179,527 - 8,687 - 7% Agent Warrants 121,200 144,158 - (116,705) 93,747 8% Agent Warrants 155,684 - 142,232 13,452 - FMV Warrant Liabilities $ 3,827,382 $ 2,198,605 $ (887,284) $ 1,830,840 $ 685,220 Total $ 4,265,830 $ 2,566,736 $ (2,562,723) $ 3,316,199 $ 945,618 |
2016 13%+Eurodollar Senior Secu
2016 13%+Eurodollar Senior Secured Credit Agreement fka the 2014 10%+Eurodollar Third Party Loan Agreement | 12 Months Ended |
Dec. 31, 2016 | |
Term Loan 2014 and Term Loan 2016 [Member] | |
Debt Disclosure [Text Block] | Note 15. 2016 13%+Eurodollar Senior Secured Credit Agreement fka the 2014 10%+Eurodollar Third Party Loan Agreement The following table shows the composition of the 13%+Eurodollar Senior Secured Credit Agreement reflected as the 2014 10% + Eurodollar 3rd Party Loan in the Consolidated Balance Sheets: 2014 10% + Eurodollar 3rd Party Term Loan Agreement December 31, December 31, (Extinguished due to the amendment in August 2016) 2016 2015 2014 10% Term Loan (principal amount) $ - $ 6,500,000 Debt Discount - Repayment Premium - Deferred Exit Fee - 57,176 Deferred Financing Costs - (343,130) Debt Discount - Original Issue Discount - (132,567) Debt Discount Warrant - (501,202) $ - $ 5,580,277 2016 13% + Eurodollar Senior Secured Credit Agreement (Refinancing of 2014 10% + Eurodollar Loan)(Maturing December 2018, December 31, December 31, including provisional extensions) 2016 2015 2016 13% + Eurodollar Senior Secured Credit Agreement (principal) $ 10,081,836 $ - Debt Discount - 10% Warrants & Free Warrant shares (422,202) - Debt Discount - Original Issue Discount (6,596) - Deferred Financing Costs (164,731) - Debt Discount - Repayment Premium (1,772,645) - $ 7,715,662 $ - On November 17, 2014, the Company and certain of its subsidiaries entered into a term loan credit agreement with Atalaya Administrative LLC, as the administrative agent and collateral agent, and the lenders party thereto (the “2014 10% Term Loan Agreement”). The 2014 10% Term Loan Agreement provides for a twelve million dollar term loan facility (the “Term Loan Facility”), with advances to be made on the Closing Date. Borrowings under the Term Loan Facility shall bear interest at the Eurodollar rate plus an applicable margin per annum equal to ten percent ( 10.00 2 12 December 31, 2017 On July 9, 2015 the Company entered into a First Amendment to the Credit Agreement dated November 17, 2014 with Corbin Mezzanine Fund I, L.P. (‘Lender’) and Atalaya Administrative LLC, as administrative agent and collateral agent for Corbin Mezzanine Fund I. Leading up to the amendment of the credit agreement the Company paid $ 10,100,000 5,500,000 4,427,333 9,927,333 12,000,000 2,072,667 10,100,000 4.5 6,500,000 As of the third quarter of 2015 the Company has been in breach of certain covenants under the amended credit agreement and is therefore in default of the credit agreement. On August 15, 2016 the Company entered into the second amendment to the credit agreement dated November 17, 2014 with Corbin Mezzanine Fund I, L.P. and Atalaya Administrative LLC, as administrative agent and collateral agent for Corbin Mezzanine Fund I. Under the second amendment, the senior secured lender increased the loan facility by $ 1,202,447 1,000,000 13 Furthermore the amendment included additional prepayment premium in the following cases, equal to: (a) twenty-five percent (25%) of the amount prepaid if such prepayment occurs on or before October 15, 2016, (b) fifty percent (50%) of the amount prepaid if such prepayment occurs on or after October 16, 2016 and on or before December 31, 2016, and (c) seventy-five percent (75%) of the amount prepaid if such prepayment occurs on or after December 31, 2016. On December 27, 2016, the Company agreed upon another amendment (the “Amendment”) of the credit agreement with Atalaya Administrative LLC as administrative agent and Corbin Mezzanine Fund I, L.P. Pursuant to the Amendment, the Borrower is indebted in the amount of $ 5,562,778 4,149,893 69,165 300,000 10,081,836 The Amendment removes certain terms regarding the liquidation preference and the prepayment fee. In addition, the Amendment provides that credit agreement shall bear interest at Eurodollar rate plus an applicable margin per annum equal to thirteen percent ( 13 3,000,000 12 Pursuant to the Amendment, the initial maturity date of the loan is June 30, 2017, which shall be automatically extended to December 31, 2017 (the “First Extended Maturity Date”) upon a repayment of principal of at least $ 1,500,000 1,500,000 less than or equal to 2.50 to 1.00, In addition, pursuant to the Amendment, the Borrower agrees to respectively repay $ 250,000 500,000 15,000 60,000 Also on December 27, 2016, a Reaffirmation Agreement (the “Reaffirmation Agreement”) was entered by and among ET Europe, the Company, Pareteum North America and Atalaya, pursuant to which, among other things, the Borrower reaffirmed its obligations to Lender under each of the Credit Agreement (as defined in the Reaffirmation Agreement), the Security Agreement (as defined in the Reaffirmation Agreement) and the Pledge Agreement (as defined in the Reaffirmation Agreement) and Deed of Pledge over Shares (as defined in the Reaffirmation Agreement). Upon closing of the amendment, the Company performed an analysis to determine whether this amendment of the Credit Agreement constituted an extinguishment to the existing credit agreement and concluded that such was not the case. |
Registered Direct Offering and
Registered Direct Offering and Warrant Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Registered Direct Offering And Warrant Liabilities [Abstract] | |
Registered Direct Offering Disclosure [Text Block] | Note 16. Registered Direct Offering and Warrant Liabilities In June 11, 2013, the “Company” entered into an Amendment No. 1 (the “Amendment to SPA”) to certain Securities Purchase Agreement (the “SPA”) dated June 3, 2013 with certain institutional and other investors (“DJ Investors”) placed by Dawson James Securities Inc. (the “Placement Agent”) and Mr. Steven van der Velden, the Chief Executive Officer and Chairman of the Board (“Affiliated Investors”), relating to a registered direct public offering by the Company (the “Offering”). The gross proceeds of this SPA were $ 12,000,000 11,292,500 707,500 The number of shares issued relating to this SPA amounted to 697,025 313,661 75,000,000 According to ASC 480-10 Distinguishing Liabilities from Equity, the accounting for an equity instrument with detachable warrants classified as a liability reflects the notion that the consideration received upon issuance must be allocated between the instruments issued. Proceeds from the issuance of an equity instrument with stock purchase warrants are allocated to the two elements based on the following: (i) the liability element has initially been recorded at fair market value; and (ii) the remaining portion of the consideration has been allocated to the equity element. The liability instrument was re-evaluated at each reporting period with changes in the fair value recognized through the applicable period Consolidated Statement of Comprehensive Loss. During 2015 the last outstanding warrants relating to the Offering were exercised and exchanged in to common shares. Due to the conditions within the warrant agreement, there was no additional cash proceed when the exercise took place. |
Obligations under Capital Lease
Obligations under Capital Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Capital [Abstract] | |
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | Note 17. Obligations under Capital Leases The Company has a financing arrangement with one of its vendors to acquire equipment and licenses. This trade arrangement matured in January 2017. The current portion of the Capital Leases of $ 10,813 |
Other long term payable
Other long term payable | 12 Months Ended |
Dec. 31, 2016 | |
Other Long-term Debt [Abstract] | |
Other Longterm Debt Current And Noncurrent Disclosure [Text Block] | Note 18. Other long term payable December 31, 2016 Arrangement with creditor $ 251,079 Less: Short-term portion (recorded in Accrued Expenses and Other Payables) (58,099) Total long term $ 192,980 During the fourth quarter of 2014, the Company reached an agreement with regulatory authorities regarding a debt for telecom license fees from 2013. As of December 31, 2016 the outstanding long term portion amounted to $ 192,980 260,290 251,079 49 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 19. Fair Value Measurements December 31, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 438,448 $ 438,448 Warrant Liabilities - - 3,827,381 3,827,381 Total Derivatives Liabilities $ - $ - $ 4,265,829 $ 4,265,829 The Company uses the Monte Carlo valuation model and the Black-Scholes model to determine the value of the outstanding warrants and conversion feature. Since the Monte Carlo valuation model requires special software and expertise to model the assumptions to be used, the Company hired a third party valuation expert. December 31, 2015 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 260,398 $ 260,398 Warrant Liabilities - - 685,220 685,220 Total Derivatives Liabilities $ - $ - $ 945,618 $ 945,618 The Company has classified the outstanding warrants into level 3 due to the fact that some inputs are not published and not easily comparable to industry peers. The Company determines the “Fair Market Value” using a Monte Carlo or Black-Scholes model by using the following assumptions: Number of outstanding warrants The number of outstanding exercise rights is adjusted every re-measurement date after deducting the number of exercised rights during the previous reporting period. Stock price at valuation date The closing stock price at re-measurement date being the last available closing price of the reporting period taken from www.nasdaq.com. Exercise Price The exercise price is fixed and determined in the warrant agreement. Remaining Term The remaining term is calculated by using the contractual expiration date of the warrant agreement at the moment of re-measurement. The remaining term for a warrant exercise using the exchange condition is fixed in the warrant agreement at five years. Expected Volatility We estimate expected cumulative volatility giving consideration to the expected life of the note and calculated the annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the maturity date of the note (reference period). The annual volatility is used to determine the (cumulative) volatility of our common stock (= annual volatility x SQRT (expected life)). Liquidity Event We estimate the expected liquidity event giving consideration to the expectation of sale of assets held for sale and the current substantial reorganization. Risk-Free Interest Rate We estimate the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the U.S. Treasury Department with a term equal to the reported rate, or derived by using both spread in intermediate term and rates, up to the maturity date of the note. Expected Dividend Yield We estimate the expected dividend yield by giving consideration to our current dividend policies as well as those anticipated in the future considering our current plans and projections. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 20. Stockholders’ Equity (A) Common Stock The Company is presently authorized to issue 500,000,000 8,376,267 1,830,429 2,823,000 1,009,373 176,000 104,671 20,000 166,316 120,000 46,315 199,166 232,257 33,427 Reconciliation with Stock Transfer Agent Records: The shares issued and outstanding as of December 31, 2016 according to the stock transfer agent’s records are 8,386,104 8,376,267 9,837 9,357 480 (B) Preferred Stock The Company’s Certificate of Incorporation authorizes the issuance of 50,000,000 0.00001 249 On September 2, 2016, the Company consummated a closing (a “Closing”) of its private placement offering (the “Offering”) of Series A Preferred Stock, par value $ 0.00001 73 730,000 On September 16, 2016, the Company consummated a Closing of the Offering of the “Series A Preferred Stock, to Investors. At the Closing, the Company sold 49 490,000 From September 28 through September 30, 2016, the Company consummated Closings of the Offering of Series A Preferred Stock, to Investors. At the Closings, the Company sold 27 270,000 The above Closings are part of a “best efforts” private placement offering of up to $ 1,500,000 150 149 1.49 On October 28, 2016, the Company entered into separate subscription agreements with certain Investors relating to the issuance and sale of 33 330,000 On November 10, 2016, the Company entered into separate subscription agreements with certain Investors relating to the issuance and sale of 62 620,000 On December 2, 2016, the Company entered into a subscription agreement with an Investor relating to the issuance and sale of 5 50,000 The above closings have been part of a “best efforts” private placement offering conducted by the Company of up to $ 1,000,000 100 100 1,000,000 Each share of the Series A and Series A-1 Preferred Stock is convertible, at the option of the holder, into 0.04 9.96 The Company has the right, in its discretion, to compel holders of the Series A and Series A-1 Preferred Stock to convert the preferred stock into shares of the Company’s common stock in the event that a change in control (as defined in the Certificate of Designation of Preferences, Rights and Limitations of the Series A and Series A-1 Preferred Stock, or the “Certificate of Designation”) occurs within one year after issuance. Further, at any time after one year after the issuance, the Company has the option to automatically convert the Series A-1 Preferred Stock into common stock. The holders of the Series A and Series A-1 Preferred Stock are not entitled to receive any dividends and have no voting rights (except that the Company may only take certain corporate actions with the approval of a majority of the outstanding shares of the Series A and Series A-1 Preferred Stock). Further, upon liquidation, dissolution or winding up of the Company, the holders of the Series A and Series A-1 Preferred Stock will receive distributions on par with and on a pro rata basis with the holders of the Company’s common stock as though the Series A and Series A-1 Preferred Stock had been converted at the time of such liquidation, dissolution or winding up of the Company. The Investors in the Offering have also received piggy-back registration rights with respect to the shares of common stock issuable upon conversion of the Series A and Series A-1 Preferred Stock. In connection with the Offering, the Company retained a placement agent. The Company agreed to pay the placement agent, subject to certain exceptions, a cash fee equal to eight percent ( 8 15,000 The Series A and Series A-1 Preferred Stock was offered and sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act. During 2016, the Company issued 249 0 Outstanding as per December 31, Outstanding as per December 31, 2016 2015 Preferred A & A-1 shares Number Net Proceeds Number Net Proceeds Series A Preferred Stock (Initial Value) 149 $ 1,490,000 - $ - Initial Fundraise Costs (Pref A) (183,521) - - Series A-1 Preferred Stock (Initial Value) 100 1,000,000 - - Initial Fundraise Costs (Pref A-1) (163,283) - - Total 249 $ 2,143,196 - $ - The Initial Fundraise Costs are a combination of the 8 (C) Warrants Throughout the years, the Company has issued warrants with varying terms and conditions related to multiple funding rounds, acquisitions and other transactions. Often these warrants could be classified as equity instead of a derivative. As of December 31, 2016, 1,504,278 3,827,381 700,373 170,000 685,220 4.6075 During December 2015 and first quarter of 2016, 66,229 9 On August 15, 2016, the Company amended the outstanding Credit Agreement, the 10%+Eurodollar 3 rd 166,316 1,273,018 Also, the Company formalized and issued the $ 723,900 96,520 96,520 During December 2016, the company engaged the placement agent also used for the issuance of the convertibles notes offered in December 2015 and Q1 2016, to facilitate in the communication towards the note holders to persuade them to convert their notes, in combination with other incentives, in common shares. Their services have been successful and the company committed to issue a variable number of warrants which have been determined to be 68,511 Exercise/ Conversion Outstanding Warrants price(s) (range) Expiring 2016 2015 Equity Warrants - Fundraising $3.75 - $23.25 2016 - 2021 700,373 346,316 Liability Warrants - Fundraising $3.25 - $11.25 2019 - 2021 1,504,278 170,000 Equity Warrants - Other NA NA - 746 2,204,651 517,062 |
Non-controlling Interest
Non-controlling Interest | 12 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | Note 21. Non-controlling Interest The Company had no non-controlling interests in its subsidiaries. Net losses attributable to non-controlling interests were insignificant for all the years presented. |
Basic and diluted net loss per
Basic and diluted net loss per share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 22. Basic and diluted net loss per share Net loss per share is calculated in accordance with ASC 260, Earnings per Share (“ASC 260”). Basic net loss per share is based upon the weighted average number of common shares outstanding. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase Common Stock at the average market price during the period. The Company uses the ‘if converted’ method for its senior secured convertible notes. Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive. Dilutive Securities 2016 2015 Convertible Notes 212,667 170,000 Warrants 2,204,651 517,062 Employee Stock Options 1,040,211 1,434,563 3,457,529 2,121,625 These shares were excluded due to their anti-dilutive effect on the loss per share recorded in each of the years presented. Except for shares pending to be issued due to compensation in lieu of cash and a certain warrant exercise, no additional securities were outstanding that could potentially dilute basic earnings per share. |
Option Compensation Plan and 20
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Note 23. Option Compensation Plan and 2008 Long Term Incentive Compensation Plan 2008 Long-Term Incentive Compensation Plan In 2008, the Company adopted the 2008 Plan. The 2008 Plan initially authorized total awards of up to 200,000 1-for-25 In 2011, the stockholders approved an increase in the shares available under the 2008 Plan from 200,000 920,000 In 2013, the Company’s stockholders approved the amendment and restatement of the 2008 Plan, which increased the number of authorized shares by 920,000 In 2014, the Company’s stockholders approved another amendment and restatement of the 2008 Plan, which increased the number of authorized shares by 400,000 During 2016, 337,159 299,731 Full Year 2016 Total Registered 2008 - 200,000 Registered 2011 - 720,000 Approved increase 2013 - 920,000 Approved increase 2014 - 400,000 Total Registered under this plan 2,240,000 Shares (issued to): Consultants 33,428 46,428 Directors, Officers and staff 299,731 471,441 Options exercised - 95,284 Options (movements): Issued and Outstanding 1,040,211 Available for grant at December 31, 2016: 586,636 Common Stock options consisted of the following as of the years ended December 31, 2016 and 2015: Weighted Initial Fair Average Market Value Number of Exercise (Outstanding Options: Options Price Options) Outstanding as of December 31, 2014 1,602,243 $ 33.00 $ 30,737,254 Granted in 2015 613,186 14.25 4,635,518 Exercised (with delivery of shares) (347) 17.00 (2,451) Forfeitures (Pre-vesting) (527,825) 26.25 (9,425,694) Expirations (Post-vesting) (252,694) 43.50 (4,730,900) Exchanged for Cashless exercise - - - Outstanding as of December 31, 2015 1,434,563 28.75 21,213,727 Granted in 2016 498,218 3.75 1,368,955 Exercised (with delivery of shares) - - - Forfeitures (Pre-vesting) (240,107) 16.75 (2,751,204) Expirations (Post-vesting) (652,463) 38.50 (10,994,838) Exchanged for Cashless exercise - - - Outstanding as of December 31, 2016 1,040,211 $ 13.35 $ 8,836,640 In 2016, options awarded had a weighted average exercise price of $ 3.75 1,368,955 The weighted average assumptions used for the options granted in 2016 using the Black-Scholes options model are: expected cumulative volatility of 214 85 7.04 6.49 2.31 Following is a summary of the status and assumptions used of options outstanding as of the years ended December 31, 2016, and 2015: Twelve month period ending: December 2016 December 2015 Grants During the year 498,218 613,186 Weighted Average Annual Volatility 85 % 81 % Weighted Average Cumulative Volatility 214 % 160 % Weighted Average Contractual Life of grants (Years) 7.04 4.42 Weighted Average Expected Life of grants (Years) 6.49 3.97 Weighted Average Risk Free Interest Rate 2.3105 % 1.3513 % Dividend yield 0.0000 % 0.0000 % Weighted Average Fair Value at Grant-date $ 2.75 $ 7.55 Options Outstanding Total Options Outstanding 1,040,211 1,434,563 Weighted Average Remaining Contractual Life (Years) 4.47 2.83 Weighted Average Remaining Expected Life (Years) 4.92 2.31 Weighted Average Exercise Price $ 13.35 $ 28.75 Aggregate Intrinsic Value (all options) $ - $ - Aggregate Intrinsic Value (only in-the-money options) $ 0 $ 52,500 Options Exercisable Total Options Exercisable 643,153 866,457 Weighted Average Exercise Price $ 17.86 $ 36.75 Weighted Average Remaining Contractual Life (Years) 3.76 1.93 Aggregate Intrinsic Value (all options) $ - $ - Aggregate Intrinsic Value (only in-the-money options) $ 0 $ - Unvested Options Total Unvested Options 397,058 568,106 Weighted Average Exercise Price $ 6.04 $ 16.50 Forfeiture rate used for this period ending (staff only) 0.000 % 16.260 % Options expected to vest Number of options expected to vest corrected by forfeiture 397,058 498,048 Unrecognized stock-based compensation expense $ 1,802,691 $ 3,636,518 Weighting Average remaining contract life (Years) 6.33 4.26 Exercises Total shares delivered/issued 0 346 Weighted Average Exercise Price $ - $ 17.00 Intrinsic Value of Options Exercised $ - $ 1,052 At December 31, 2016, the unrecognized expense portion of share-based awards granted to employees under the 2008 Plan was approximately $ 1,802,691 16.3 0 Share-Based Compensation Expense The Company recorded for the year ended December 31, 2016, $ 3,897,437 3,654,369 243,068 3,481,908 3,368,783 113,125 Twelve Twelve months ended months ended December 31, December 31, Stock-Based Compensation Expense 2016 2015 Consultancy services $ 243,068 $ 113,125 Directors and Officers (shares and options) 2,275,068 2,266,704 Employees (shares and options) 1,379,300 1,102,079 Total $ 3,897,437 $ 3,481,908 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 24. Income taxes 2016 2015 Domestic $ (34,186,424) $ (6,939,848) Foreign 2,780,006 1,916,388 Total loss before income tax provision $ (31,406,418) $ (5,023,460) The Company files income tax returns in the US federal jurisdiction and various state and foreign jurisdictions. The applicable statutory tax rates vary between none (zero) and 34%. However, because the Company and its subsidiaries have incurred annual corporate income tax losses since their inception, management has determined that it is more likely than not that the Company will not realize the benefits of its US and foreign net deferred tax assets. Therefore, the Company has recorded a full valuation allowance to reduce the net carrying amount of the deferred taxes to zero. The Company’s 2016 provision for income taxes of $ 38,286 In the ordinary course of business, the Company is subject to tax examinations in the jurisdictions in which it files tax returns. The Company’s statute of limitations for tax examinations is four years for federal and state purposes and four to six years in the major foreign jurisdictions in which the company files. December 31, December 31, 2016 2015 Current: Federal $ - $ - State - - Foreign 38,286 (17,225) 38,286 (17,225) Deferred: Federal - - State - - Foreign - - Income tax (benefit)/ expense $ 38,286 $ (17,225) December 31, December 31, 2016 2015 Tax expense (credit) at statutory rate federal 34 % 34 % State tax expense net of federal tax - - Foreign income tax rate difference (3) % (7) % Change in valuation allowance (33) % (29.8) % Other 0 % 0 % Income tax (benefit)/ expense $ (2) % (2.8) % 2016 2015 Deferred tax assets: Net Operating Losses $ 47,284,369 $ 41,191,934 Total gross deferred tax assets 47,284,369 41,191,934 Less: valuation allowance (47,284,369) (41,191,934) Net deferred tax assets $ - $ - As of December 31, 2016, and 2015, the Company had significant net operating losses carryforwards of approximately $ 143 157 As of December 31, 2016, and 2015, the Company’s US based subsidiaries had net federal and state operating loss carryforwards of approximately $ 80 45 expire in 2018 63 expire in 2016 Section 382 of the Internal Revenue Code limits the use of net operating loss and tax credit carry forwards in certain situations where changes occur in the stock ownership of a company. In the event the Company has a change in ownership, utilization of the carry forward could be restricted. The Company files income tax returns in the US federal jurisdiction and various state and foreign jurisdictions. Due to the net operating loss, all the tax years are open for tax examination. As of December 31, 2016, and 2015, the Company accrued an ASC 740-10 tax reserve of $ 0 0 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Legal Matters and Contingencies [Text Block] | Note 25. Contingencies telSPACE -vs- Elephant Talk et al., . Claimant commenced this AAA arbitration on or about September 7, 2016 by the filing of a statement of claim. Claimant asserted claims arising out of Software Licensing Agreements (“Licensing Agreements”) entered into by Claimant and mCash Holdings LLC (together, “Licensors”), on the one hand, and Telnicity LLC, on the other, which Telnicity subsequently assigned to the Company. Pursuant to the Licensing Agreements, the Company obtained the license to use certain intellectual property in exchange for monthly payments to the Licensors. Claimant alleged that the Company failed to make monthly payments from on or about November 2015, causing the Licensors to terminate the Licensing Agreements, and continued using Licensors’ intellectual property after such termination. Based on these allegations, Claimant asserted claims for breach of contract, misappropriation of trade secret, and copyright infringement. Claimant seeks unspecified damages, specific performance, prejudgment interest, attorneys’ fees, and costs. On October 31, 2016, the Company filed a statement of answer denying Claimant’s claims. On January 5, 2017, the arbitration panel scheduled the hearing for April 13, 2017. The Parties have conducted limited discovery, which concluded on February 28, 2017. On March 10, 2017, Claimant requested leave to move for a default judgment against the Company for failing to advance the AAA administrative fees, and for sanctions based on alleged spoliation of evidence. On March 15, 2017, the Arbitration Chair denied Claimant’s request for leave to move for default, and granted Claimant’s request for leave to move for sanctions. The Arbitration will proceed in Seattle, WA, on April 13, 2017. Saffelberg Investments N.V. unsecured $350,000 Promissory Note repayment Following a mutually agreed extension of maturity of the Note from December 31, 2016, to March 31, 2017 350,000 Other The Company is involved in various claims and lawsuits incidental to our business. In the opinion of management, the ultimate resolution of such claims and lawsuits will not have a material effect on our financial position, liquidity, or results of operations. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 26. Geographic Information Year ended December 31, 2016 Other foreign Europe countries Total Revenues from unaffiliated customers $ 11,953,015 $ 902,796 $ 12,855,811 Identifiable assets $ 9,766,602 $ 3,278,687 $ 13,045,289 Year ended December 31, 2015 Other foreign Europe countries Total Revenues from unaffiliated customers (restated) $ 13,034,020 $ 17,981,433 $ 31,015,453 Identifiable assets $ 22,269,243 $ 3,123,143 $ 25,392,386 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 27. Concentrations Financial instruments that potentially subject us to concentrations of credit risk consist of accounts receivable and unbilled receivables. Those customers that comprised 10% or more of our revenue, accounts receivable and unbilled receivables are summarized as follows: For the year ended December 31, 2016, the Company had one customer that accounted for 82 50 33 The Company had two customers that accounted for 81 16 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 28. Related Party Transactions There were no related party transactions in 2016 or 2015, except for (i) the sale of former subsidiary ValidSoft; and (ii) the debt restructuring transactions with Atalaya Capital Management and Corbin Mezzanine Fund I, L.P. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 29. Subsequent Events March 2017 Underwritten Common Stock Offering On March 10, 2017, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Joseph Gunnar & Co., LLC (the “Underwriter”), relating to the issuance and sale of 2,333,334 0.00001 1.50 1,166,667 1.87 1.3949 3.5 350,000 175,000 109,133 The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-213575) previously filed with and declared effective by the SEC and a prospectus supplement and accompanying prospectus filed with the SEC. The Underwriting Agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Conversion of Preferred shares into common stock On March 7, 2017, the Company received conversion notices from holders of an aggregate of $ 1,950,000 195 0.00001 13 1.50 1.305 881,226 Amendment 2016 13% + Eurodollar rate Senior Secured Credit Agreement On March 6, 2017, Elephant Talk Europe Holding B.V., an entity organized under the laws of the Netherlands (the “Borrower”), a wholly owned subsidiary of the Company, as borrower, the Company, Pareteum North America Corp., a Delaware corporation, Elephant Talk Group International B.V., an entity organized under the laws of the Netherlands, Corbin Mezzanine Fund I, L.P. (“Lender”) and Atalaya Administrative LLC, a New York limited liability company, as administrative agent and collateral agent for the Lender, entered into a Letter Agreement (the “Agreement”) to amend certain terms of the credit agreement among the parties, dated November 17, 2014, as has been amended from time to time (as so amended, the “Amended and Restated Agreement”). Capitalized terms used herein but not otherwise defined shall have the meaning as set forth in the Amended and Restated Credit Agreement. Pursuant to the Agreement, (i) the Maturity Date will be extended to December 31, 2018 1,500,000 1,500,000 500,000 500,000 750,000 750,000 750,000 1,446,000 3.25 13 Reversed Stock-Split On February 23, 2017, the Company filed a certificate of amendment to the Company’s certificate of incorporation (the “Certificate of Amendment”), effective after the market closed on February 24, 2017 (the “Effective Date”), with the Secretary of State of the State of Delaware in order to effect the previously announced 1-for-25 reverse stock split (the “Reverse Split”). Pursuant to the Reverse Split, every 25 shares of the Company’s issued and outstanding common stock have been converted into one share of common stock. The Reverse Split took effect at 4:01 p.m., Eastern Time, on the Effective Date, and the common stock began trading on a split-adjusted basis when the market opened on February 27, 2017. No fractional shares were issued if, as a result of the Reverse Split, a stockholder would otherwise have been entitled to a fractional share. Instead, each stockholder was entitled to receive a cash payment which was based upon the volume weighted average price for the five (5) days preceding the Effective Date. The Reverse Split followed (i) the granting of authority to the Board of Directors of the Company (the “Board”), by the Company’s stockholders at the 2016 Annual Meeting of Stockholders held on August 16, 2016, in its discretion, to determine whether to proceed with the Reverse Split and to select and file the Certificate of Amendment to the Company’s certificate of incorporation to effect the Reverse Split at a ratio to be determined by the Board and (ii) the subsequent approval by the Company’s Board on February 14, 2017 of the enactment of the Reverse Split at the ratio of 1-for-25 All warrant, option, share and per share information in these financial statements and footnotes give retroactive effect for the Reverse Split. All numbers in the financial statements and footnotes included herein give effect to all financial information as if the Reverse Split had occurred on the date reported. |
Business and Summary of Signi37
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Policy [Policy Text Block] | Description of Business Pareteum has developed a Communications Cloud Services Platform The Pareteum platform hosts integrated IT/Back Office and Core Network functionality for mobile network operators, and for enterprises implement and leverage mobile communications solutions on a fully outsourced SaaS, PaaS and/or IaaS basis: made available either as an on-premise solution or as a fully hosted service in the Cloud depending on the needs of our customers. Pareteum also delivers an Operational Support System (“OSS”) for channel partners, with Application Program Interfaces (“APIs”) for integration with third party systems, workflows for complex application orchestration, customer support with branded portals and plug-ins for a multitude of other applications. These features facilitate and improve the ability of our channel partners to provide support and to drive sales. |
Financial Condition Policy [Policy Text Block] | Liquidity As reflected in the accompanying consolidated financial statements, the Company reported net (loss) of $ (31,444,704) (5,006,235) (287,080,234) The cash balance of the Company at December 31, 2016 was $ 931,189 The Company’s financial statements through December 31, 2016 were materially impacted by a number of events: · Divestiture of ValidSoft, on September 30, 2016, through a management buyout; · Financing activity related to issuance of preferred shares and increase in note payable with its senior secured lender; · Financing activity related to issuance of preferred shares and increase in note payable with its senior secured lender; · the settlement with Cross River Investments (“CRI”) to issue 176,000 · the restructuring of the Company. The substantial three phase restructuring plan (the “Plan”) was completed in the third quarter 2016. The Plan which commenced in the fourth quarter of 2015, was designed to align actual expenses and investments with current revenues as well as introduce new executive management. The first and second phase of the Plan encompassed fourth quarter 2015 through second quarter 2016. The third and final phase of the Plan impacted third quarter 2016 results with a $ 0.6 2.7 0.7 The sale of ValidSoft at the end of the third quarter for the price of $ 3.0 2.0 1.0 2.0 Although the Company has previously been able to raise capital as needed, there can be no assurance that additional capital will be available at all, or if available, on reasonable terms. Further, the terms of such financing may be dilutive to our existing stockholders or otherwise on terms not favorable to us, or our existing stockholders. If we are unable to secure additional capital, and/or do not succeed in meeting our cash flow objectives or the Lender takes steps to call the loan before new capital is attracted, the Company will be materially and negatively impacted, and we may have to significantly reduce our operations. As of December 31, 2016, these events raise substantial doubts about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On December 31, 2016, we had $931,189 in cash and cash equivalents. Based on our current expectationswith respect to our revenue and expenses, we expect that our current level of cash and cash equivalents will be sufficient to meet our liquidity needs for the next twelve months. If our revenues do not grow as expected and if we are not able to manage expenses sufficiently, including required payments pursuant to the terms of the senior secured debt, we may be required to obtain additional equity or debt financian. In additiona, we currently have an S-3 registration statement filed with the SEC to potentially raise more capital. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Pareteum Corporation and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). All intercompany transactions and account balances have been eliminated in consolidation. The Company’s subsidiaries are: · its wholly-owned subsidiary Elephant Talk Europe Holding B.V. and its wholly owned subsidiaries, Elephant Talk Communications Italy S.R.L., Elephant Talk Business Services W.L.L., Guangzhou Elephant Talk Information Technology Limited, Elephant Talk Deutschland GmbH, Morodo Group Ltd. (dissolved May 10, 2016), and the majority owned (51%) subsidiaries Elephant Talk Communications PRS U.K. Limited and (51%) ET-UTS NV; · Elephant Talk Europe Holding B.V.’s wholly-owned subsidiary Elephant Talk Communication Holding AG and its wholly-owned subsidiaries Elephant Talk Communications S.L.U., Elephant Talk Mobile Services B.V., Elephant Talk Telekom GmbH, Elephant Talk Communication Carrier Services GmbH, Elephant Talk Communication Schweiz GmbH and the subsidiary Elephant Talk Communications Premium Rate Services Netherlands B.V.; · Elephant Talk Telecomunicação do Brasil LTDA, is owned 90 10 · Elephant Talk Europe Holding B.V.’s majority ( 100 100 99 · its wholly-owned subsidiary Elephant Talk Limited (“ETL”) and its majority owned ( 50.54 · its wholly-owned subsidiary Pareteum North America, Corp; and · Elephant Talk Europe Holding B.V.’s majority owned subsidiary ( 99.998 99 · PT Elephant Talk Indonesia is owned by Elephant Talk Europe Holding B.V. |
Foreign Currency Translation, [Policy Text block] | Foreign Currency Translation The functional currency is Euros for the Company’s wholly-owned subsidiary Elephant Talk Europe Holding B.V. and its subsidiaries. The financial statements of the Company were translated to USD using period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses, and capital accounts were translated at their historical exchange rates when the capital transaction occurred. In accordance with ASC 830, Foreign Currency Matters, net gains and losses resulting from translation of foreign currency financial statements are included in the statement of changes in stockholder’s equity as other comprehensive income (loss). Foreign currency transaction gains and losses are included in consolidated income/(loss), under the line item ‘Other income/(expense)’. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the accompanying consolidated financial statements conforms with accounting principles generally accepted in the U.S. and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant estimates include the bad debt allowance, revenue recognition, impairment of long-lived assets, valuation of financial instruments, useful lives of long-lived assets and share-based compensation. Actual results may differ from these estimates under different assumptions or conditions. |
Cash and Cash Equivalents, [policyText Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company has full access to the whole balance of cash and cash equivalents on a daily basis without any delay. |
Financing Receivable, [policyTextBlock] | Financing Receivables Financing receivables as of December 31, 2016 is $ 0 272,425 |
Restricted Cash [Policy Text Block] | Restricted Cash Restricted cash as of December 31, 2016 and 2015 was $ 564,018 246,151 500,000 |
Accounts Receivables, Net,Policy [Policy Text Block] | Accounts Receivables, Net The Company’s customer base consists of a geographically dispersed customer base. The Company maintains an allowance for potential credit losses on accounts receivable. The Company makes ongoing assumptions relating to the collectability of our accounts receivable. The accounts receivable amounts presented on our balance sheets include reserves for accounts that might not be collected. In determining the amount of these reserves, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact the level of credit losses in the future. The Company’s reserves have generally been adequate to cover its actual credit losses. However, since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot guarantee that its reserves will continue to be adequate. If actual credit losses are significantly greater than the reserves, the Company would increase its general and administrative expenses and increase its reported net losses. Conversely, if actual credit losses are significantly less than our reserve, this would eventually decrease the Company’s general and administrative expenses and decrease its reported net losses. Allowances are recorded primarily on a specific identification basis. See Note 2 of the Financial Statements for more information. |
Leasing Arrangements,Policy [Policy Text Block] | Leasing Arrangements At the inception of a lease covering equipment or real estate, the lease agreement is evaluated under the criteria of ASC 840, Leases. |
Revenue Recognition and Deferred Revenue, Policy [Policy Text Blockl] | Revenue Recognition and Net billings in excess of revenues Revenue primarily represents amounts earned for our mobile and security solutions. Our mobile and security solutions are hosted software where the customer does not take possession of the software and are therefore accounted for as subscriptions. We also offer customer support and professional services related to implementing and supporting our suite of applications. Revenues generally are recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. Hosting subscriptions provide customers access to our software on a subscription basis, and support services (e.g. network operations and second line helpdesk) related to those arrangements. Hosting subscriptions for the use of our software generally include a usage-based license for which revenues are recognized commensurate with the customer utilization (for example, the number of mobile users on the network) commencing with the date our service is made available to customers and when all of the following conditions have been met: (i) there is persuasive evidence of an arrangement; (ii) delivery has occurred; (iii) the fee is fixed or determinable; and (iv) collectability of the fee is reasonably assured. Revenue is recorded as deferred revenue before all of the relevant criteria for revenue recognition are satisfied. The Company enters into arrangements that include various combinations of hosting subscriptions and services, where elements are delivered over different periods of time. Such arrangements are accounted for in accordance with ASC 605-25 “Revenue Recognition-Multiple Element Arrangements.” Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. The elements in a multiple element arrangement are identified and are separated into separate units of accounting at the inception of the arrangement and revenue is recognized as each element is delivered. Delivered item or items are considered a separate unit of accounting when both of the following criteria are met: (i) the delivered item or items have value to the customer on a stand-alone basis, meaning the delivered item or items have value on a standalone basis if it sold separately by any vendor or the customer could resell the delivered item or items on a stand-alone basis, and (ii) if the arrangement includes a general right of return related to the delivered item, delivery or performance of the undelivered item or items are considered probably and substantially in the control of the Company. Total consideration of a multiple-element arrangement is allocated to the separate units of accounting at the inception of the arrangement based on the relative selling price method using the hierarchy prescribed in ASC 605-25. In accordance with that hierarchy if vendor specific objective evidence (VSOE) of fair value or, third-party evidence (TPE) does not exist for the element, then the best estimated selling price (BESP) is used. Since the Company does not have VSOE or TPE, the Company uses BESP to allocate consideration for all units of accounting in our hosting arrangements. In determining the BESP, the Company considers multiple factors which include, but are not limited to the following: (i) gross margin objectives and internal costs for services; (ii) pricing practices and market conditions; (iii) competitive landscape; and (iv) growth strategy. In the paragraphs below we explain the revenue recognition policy for each element. For the mobile solutions services the Company recognizes revenues from customers accessing our cloud-based application suite in two different service offerings, namely managed services and bundled services. For managed services, revenues are recognized for network administration services provided to end users on behalf of Mobile Network Operators (MNO) and virtual Mobile Network Operators (MVNO’s). Managed service revenues are recognized monthly based on an average number of end-users managed and calculated on a pre-determined service fee per user. For bundled services, the Company provides both network administration as well as mobile airtime management services. Revenues for bundled services are recognized monthly based on an average number of end-users managed and mobile air time, calculated based on a pre-determined service fee. Technical services that meet the criteria to be separated as a separate unit of accounting are recognized as the services are performed. Services that do not meet the criteria to be accounted for as a separate unit of accounting are deferred and recognized ratably over the estimated customer relationship. Our arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. Telecommunication revenues are recognized when delivery occurs based on a pre-determined rate and number of user minutes and calls that the Company has managed in a given month. Professional services and other revenue include fees from consultation services to support the business process mapping, configuration, data migration, integration and training. Amounts that have been invoiced are recorded in accounts receivable and in net billings in excess of revenues or revenue, depending on whether the revenue recognition criteria have been met. Revenue for professional and consulting services in connection with an implementation or implantation of a new customer that is deemed not to have stand-alone value is recognized over the estimated customer relationship commencing when the subscription service is made available to the customer. Revenue from other professional services that provide added value such as new features or enhancements to the platform that are deemed to have standalone value to the customer are recognized when the feature is activated. |
Cost of Revenues and Operating Expenses, Policy [Policy Text Block] | Cost of Service Cost of service includes origination, termination, network and billing charges from telecommunications operators, costs of telecommunications service providers, network costs, data center costs, facility cost of hosting network and equipment and cost in providing resale arrangements with long distance service providers, cost of leasing transmission facilities, international gateway switches for voice, data transmission services, and the Cost of professional services of staff directly related to the generation of revenues, consisting primarily of employee-related costs associated with these services, including share-based expenses and the cost of subcontractors. Cost of service excludes depreciation and amortization. |
Research and Development Expense, Policy [Policy Text Block] | Research and development expenditures are expensed in the period incurred, and these expenses are included within the operating expenses function Product Development. Costs incurred during the application development stage of internal-use software projects, such as those used in the Company’s operations, are capitalized in accordance with the accounting guidance for costs of computer software developed for internal use in ASC 350-40. There are three main stages of computer software development. These stages are defined as (1) the preliminary project stage, (2) the application development stage, and (3) the post-implementation / operation stage. Only costs included in the application development stage are eligible for capitalization. Capitalization of costs begins once management authorizes and commits funding and the preliminary project stage is completed. Capitalized costs are amortized on a straight-line basis. When assigning useful lives to internal-use software, the Company considers the effects of obsolescence, competition, technology, and other economic factors. Product Development costs for the period ended December 31, 2016 and 2015 were $ 3,543,590 4,543,492 990,076 4,142,089 |
Segment Reporting, Policy [Policy Text Block] | ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The business operates as one single segment and discrete financial information is based on the whole, not segregated; and is used by the chief decision maker accordingly. |
Financial Instruments, Policy [Policy Text Block] | The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and customer deposits approximate their fair values based on their short-term nature. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. The Company’s conversion feature, a derivative instrument, is recognized in the balance sheet at its fair values with changes in fair market value reported in earnings. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements In accordance with ASC 820, Fair Value Measurement (“ASC 820”), the Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2 Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but are traded less frequently, derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the market and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3 Instruments that have little to no pricing observability as of the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. The Company has three asset groups that are valued at fair value categorized within Level 3: Derivative liabilities (recurring measurement), goodwill and intangibles (non-recurring measurements) for the impairment test. Below are discussions of the main assumptions used for the recurring measurements. Recurring Measurement - Warrant Derivative Liabilities and Conversion Feature Derivative (see also Note 13 and 14) Number of Outstanding Warrants and/or Convertible Notes The number of outstanding warrants and/or convertible notes is adjusted every re-measurement date after deducting the exercise or conversion of any outstanding warrants convertible notes during the previous reporting period. Stock Price at Valuation Date The closing stock price at re-measurement date being the last available closing price of the reporting period taken from www.nasdaq.com. Exercise Price The exercise price is fixed and determined under the terms of the financing facility it was issued. Remaining Term The remaining term is calculated by using the contractual expiration date of the 9 Expected Volatility Management estimates expected cumulative volatility giving consideration to the expected life of the note and/or warrants and calculated the annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the maturity date of the note (reference period). The annual volatility is used to determine the (cumulative) volatility of the Company´s common stock (= annual volatility * square root (expected life)). Liquidity Event We estimate the expected liquidity event giving consideration to the average expectation of the timing of fundraises and the need for those funds offset against scheduled repayment dates and the costs and/or savings of the future steps in re-modelling the organization. Risk-Free Interest Rate Management estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the US Treasury Department with a term equal to the reported rate, or derived by using both spread in intermediate term and rates, up to the expected maturity date of the derivative involved. Expected Dividend Yield Management estimates the expected dividend yield by giving consideration to the Company´s current dividend policies as well as those anticipated in the future considering the Company´s current plans and projections. Mandatory Conversion Condition The Monte Carlo model includes the likelihood of meeting the condition in which the company will be able to call such mandatory conversion of outstanding convertible notes. Mandatory Exercise Condition The Monte Carlo model includes the likelihood of being able to force a mandatory exercise of the warrants prior to the maturity of the warrant agreement. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | The Company follows the provisions of ASC 718, Compensation-Stock Compensation, (“ASC 718”). Under ASC 718, share-based awards are recorded at fair value as of the grant date and recognized as expense with an adjustment for forfeiture over the employee’s requisite service period (the vesting period, generally up to three years). The share-based compensation cost based on the grant date fair value is amortized over the period in which the related services are received. To determine the value of our stock options at grant date under our employee stock option plan, the Company uses the Black-Scholes option-pricing model. The use of this model requires the Company to make a number of subjective assumptions. The following addresses each of these assumptions and describes our methodology for determining each assumption: Expected Life The expected life represents the period that the stock option awards are expected to be outstanding. The Company uses the simplified method for estimating the expected life of the option, by taking the average between time to vesting and the contract life of the award. Expected Volatility The Company estimates expected cumulative volatility giving consideration to the expected life of the option of the respective award, and the calculated annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the grant-date (reference period). The annual volatility is used to determine the (cumulative) volatility of its common stock (= annual volatility x square root (expected life)). Forfeiture rate The Company is using the aggregate forfeiture rate. The aggregate forfeiture rate is the ratio of pre-vesting forfeitures over the awards granted (pre-vesting forfeitures/grants). The forfeiture discount (additional loss) is released into the profit and loss in the same period as the option vesting-date. The forfeiture rate is actualized every reporting period and due to the firm reorganization the forfeiture rate has been set to zero to reflect the current expectation of the number of leavers. Risk-Free Interest Rate The Company estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the U.S. Treasury Department with a term equal to the reported rate, or derived by using both spread in intermediate term and rates, to the expected life of the award. Expected Dividend Yield The Company estimates the expected dividend yield by giving consideration to our current dividend policies as well as those anticipated in the future considering our current plans and projections. The Company does not currently calculate a discount for any post-vesting restrictions to which our awards may be subject. |
Income Tax, Policy [Policy Text Block] | Current tax is based on the income or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. Establishment of a valuation allowance is provided when it is more likely than not that deferred taxes will be realized. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and reimbursement arrangements among related entities, the process of identifying items of revenue and expenses that qualify for preferential tax treatment and segregation of foreign and domestic income and expense to avoid double taxation. The Company files federal income tax returns in the US, various US state jurisdictions and various foreign jurisdictions. The Company’s income tax returns are open to examination by federal, state and foreign tax authorities, generally for 3 years but can be extended to 6 years under certain circumstances. In other jurisdictions the period for examinations depend on local legislation. The Company’s policy is to record estimated interest and penalties on unrecognized tax benefits as part of its income tax provision. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income (Loss) Comprehensive income (loss) include all changes in equity during a period from non-owner sources. For the years ended December 31, 2016 and 2015, the Company’s comprehensive loss consisted of its net loss and foreign currency translation adjustments. |
Business Combinations Policy [Policy Text Block] | The acquisition method of accounting for business combinations as per ASC 805, Business Combinations (“ASC 805”), requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company may adjust the provisional amounts recognized for a business combination). Under the acquisition method of accounting, the identifiable assets acquired, the liabilities assumed, and any non-controlling interests acquired in the acquisition are recognized as of the closing date for purposes of determining fair value. The Company measures goodwill as of the acquisition date as the excess of consideration transferred, over the net of the acquisition date fair value of the identifiable assets acquired and liabilities assumed. Costs that the Company incurs to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and the Company charges them to general and administrative expense as they are incurred. During the measurement period, the Company adjusts the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Measurement period adjustments are reflected retrospectively in all periods being presented in the financial statements. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | The Company records goodwill when the fair value of consideration transferred in a business combination exceeds the fair value of the identifiable assets acquired and liabilities assumed. Goodwill and other intangible assets that have indefinite useful lives are not amortized, but the Company tests them for impairment annually during its fourth fiscal quarter and whenever an event or change in circumstances indicates that the carrying value of the asset is impaired. The authoritative guidance for the goodwill impairment model includes a two-step process. First, it requires a comparison of the carrying value of the reporting unit to its fair value. If the fair value is determined to be less than the carrying value, a second step is performed. In the second step, the Company compares the implied fair value of goodwill to its carrying value in the reporting unit. The shortfall of the fair value below carrying value, if any, would represent the amount of goodwill impairment charge. We are using the criteria in ASU no. 2011-08 Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which permits the Company to make a qualitative assessment of whether it is more likely than not than not that a reporting unit’s fair value is less than the carrying amount before applying the two-step goodwill impairment test. If the Company concludes that it is not more likely than not that the fair value of a reporting unit is less that its carrying amount, it would not need to perform the two-step impairment test for that reporting unit. The Company tests goodwill for impairment in the fourth quarter of each fiscal year, or sooner should there be an indicator of impairment as per ASC 350, Intangibles Goodwill and Other. After the divestment of ValidSoft and renewed strategy the Company decided to impair the carrying value of goodwill related to ValidSoft. Following the restructuring and rationalization that commenced in the fourth quarter 2015 and continued during 2016 the Morodo and Telnicity related projects were cancelled and the related headcount phased out. As a result, the Company decided to fully impair the carrying value of goodwill related to Morodo and Telnicity. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | In accordance with ASC 350, Intangibles Goodwill and Other (“ASC 350”), intangible assets are carried at cost less accumulated amortization and impairment charges. Intangible assets are amortized on a straight-line basis over the expected useful lives of the assets, between three and ten years. Other indefinite life intangible assets are reviewed for impairment in accordance with ASC 350, on an annual basis, or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Measurement of any impairment loss for long-lived assets and amortizing intangible assets that management expects to hold and use is tested for impairment when amounts may not be recoverable. Impairment is measured based on the amount of the carrying value that exceeds the fair value of the asset. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment are initially recorded at cost. Additions and improvements are capitalized, while expenditures that do not enhance the assets or extend the useful life are charged to operating expenses as incurred. Included in property and equipment are certain costs related to the development of the Company’s internally developed software technology platform. The Company has adopted the provisions of ASC 350-40, Accounting for the Costs of Computer Software developed or obtained for internal use, and therefore the costs incurred in the preliminary stages of development are expensed as incurred. The Company capitalizes all costs related to software developed or obtained for internal use when management commits to funding the project; the preliminary project stage is completed and when technological feasibility is established. Software developed for internal use has generally been used to deliver hosted services to the Company’s customers. Technological feasibility is considered to have occurred upon completion of a detailed program design that has been confirmed by documenting the product specifications, or to the extent that a detailed program design is not pursued, upon completion of a working model that has been confirmed by testing to be consistent with the product design. Once a new functionality or improvement is released for operational use, the asset is moved from the property and equipment category “construction in progress” (“CIP”) to a property and equipment asset subject to depreciation in accordance with the principle described in the previous sentence. In this account management also records equipment acquired from third parties, until it is ready for use. Capitalization of costs ceases when the project is substantially complete and ready for its intended use. Depreciation is applied using the straight-line method over the estimated useful lives of the assets once the assets are placed in service. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. In 2016, the Company impaired $850,985 for assets held and used. |
New Accounting Pronouncements, Policy [Policy Text Block] | In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” (“ASU 2016-13”) which requires measurement and recognition of expected versus incurred credit losses for financial assets held. ASU 2016-13 is effective for the Company’s annual and interim reporting periods beginning January 1, 2020, with early adoption permitted on January 1, 2019. The Company is currently evaluating the impact of this ASU on its consolidated financial statements; however, at the current time the Company does not know what impact the adoption will have on its consolidated financial statements, financial condition or results of operations. In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The update to the standard is effective for the Company’s annual and interim reporting periods beginning January 1, 2017, with early adoption permitted. The Company is currently evaluating the impact of ASU 2016-09 on its consolidated financial statements; however at the current time the Company does not know what impact the adoption of ASU 2016-09 will have on its consolidated financial statements, financial condition or results of operations. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” This update provides clarifying guidance regarding the application of ASU 2014-09 when another party, along with the reporting entity, is involved in providing a good or a service to a customer. In these circumstances, an entity is required to determine whether the nature of its promise is to provide that good or service to the customer (that is, the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (that is, the entity is an agent). In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing,” which clarifies the identification of performance obligations and the licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-11, “Revenue Recognition and Derivatives and Hedging: Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 Emerging Issues Task Force Meeting (“EITF”),” which rescinds SEC paragraphs pursuant to SEC staff announcements. These rescissions include changes to topics pertaining to accounting for shipping and handling fees and costs and accounting for consideration given by a vendor to a customer. In May 2016, the FASB also issued ASU No. 2016-12, “Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients,” which provides clarifying guidance in certain narrow areas and adds some practical expedients. The effective dates for these ASU’s are the same as the effective date for ASU No. 2014-09, for the Company’s annual and interim periods beginning January 1, 2018. The Company is currently evaluating the impact of these ASU’s on its consolidated financial statements; however at the current time the Company does not know what impact the adoption of these ASU’s will have on its consolidated financial statements, financial condition or results of operations. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Management is currently assessing the impact of this pronouncement on the Company’s financial statements. In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments Overall (Subtopic 825-10).” ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information by addressing certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments simplify certain requirements and also reduce diversity in current practice for other requirements. ASU 2016-01 is effective for public companies’ fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Except for the early application guidance specifically allowed in ASU 2016-01, early adoption is not permitted. We are currently evaluating the impact of our pending adoption of ASU 2016-01 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. On April 7, 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs”, which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. ASU 2015-03 is effective for public companies’ fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted for financial statement that have not been previously issued. The Company has elected for early adoption and included it in their Form 10-K for the year ended December 31, 2015. In January 2015, the FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”). ASU 2015-01 eliminates the concept of extraordinary items from GAAP but retains the presentation and disclosure guidance for items that are unusual in nature or occur infrequently and expands the guidance to include items that are both unusual in nature and infrequently occurring. ASU 2015-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. A reporting entity may apply ASU 2015-01 prospectively. A reporting entity may also apply ASU 2015-01 retrospectively to all periods presented in the financial statements. We believe the adoption of ASU 2015-01 will not have a material effect on our consolidated financial statements. In November 2016, the FASB issued Accounting Standards Update 2016-18, “Statement of Cash Flows - Restricted Cash a consensus of the FASB Emerging Issues Task Force.” This standard requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement of cash flows under the retrospective transition approach. The guidance will become effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. When adopted, the Company is expected to include restricted cash and cash equivalents with cash and cash equivalents on the statement of the cash flows. |
Allowance for Doubtful Accoun38
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounts, Notes, Loans and Financing Receivable, Net, Current [Abstract] | |
Schedule of Credit Losses for Financing Receivables, Current [Table Text Block] | Changes in the allowance for doubtful accounts are as follows: Total Balance Allowance Additions- at the for allowance Release Balance beginning Currency doubtful for for at the end of the revaluation accounts doubtful doubtful of the Allowance for doubtful accounts period A B A+B accounts accounts period Year ended December 31, 2016 $ 269,608 $ 9,542 $ 260,066 $ 88,528 260,066 $ 88,528 Year ended December 31, 2015 $ - $ - $ - $ 269,608 $ - $ 269,608 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment at December 31, 2016 and December 31, 2015 consisted of: Average December December Estimated 31, 2015 31, 2015 Useful December December (assets held (excl. Assets Lives 31, 2016 31, 2015 for sale) held for sale) Furniture and fixtures 5 $ 155,197 $ 283,387 $ 29,605 $ 253,782 Computer, communication and network equipment 3 10 19,079,117 22,991,043 63,216 22,927,827 Software 5 3,209,318 5,906,917 2,255,695 3,651,222 Automobiles 5 11,897 37,428 - 37,428 Construction in progress for internal use software 786,897 1,299,993 395,585 904,408 Total property and equipment 23,242,426 30,518,768 2,744,101 27,774,667 Less: accumulated depreciation and amortization (14,533,648) (15,496,091) (772,799) (14,723,292) Total property and equipment, net $ 8,708,778 $ 15,022,677 $ 1,971,302 $ 13,051,375 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets as of December 31, 2016 and 2015 consisted of the following: December December Useful December 31, December 2015 (excl. Lives 2016 2015 for sale) for sale) Customer Contracts, Licenses, Interconnect & Technology 5 - 10 $ 315,610 $ 688,963 $ - $ 688,963 ValidSoft IP & Technology 1 - 10 - 13,257,272 12,930,083 327,189 Total intangible assets 315,610 13,946,235 12,930,083 1,016,152 Less: Accumulated Amortization (315,610) (430,333) - (430,333) Less: Accumulated Amortization ValidSoft IP & Technology - (10,663,602) (10,336,413) (327,189) Total intangible assets, Net $ - $ 2,852,300 $ 2,593,670 $ 258,630 |
Long Lived Assets held for Sa41
Long Lived Assets held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Long Lived Assets held for Sale [Abstract] | |
Disclosure of Long Lived Assets Held-for-sale [Table Text Block] | On September 30, 2016, ValidSoft was divested through a management buyout. Average Estimated Useful December 31, December 31, Assets Held for Sale Lives 2016 2015 Property & Equipment Furniture and fixtures 5 $ - $ 29,605 Computer, communication and network equipment 3 10 - 63,216 Software 5 - 2,255,695 Automobiles 5 - - Construction in progress for internal use software - 395,585 - 2,744,101 Less: accumulated depreciation - (772,799) Total property and equipment, net $ - $ 1,971,302 Intangible Assets IP and Technology 3 10 - 12,930,083 Less: accumulated amortization - (10,336,413) Total intangible Assets, net $ - $ 2,593,670 Total Assets Held for Sale Property & Equipment and Intangible Assets - 15,674,184 Less: accumulated depreciation and amortization - (11,109,212) Total Assets Held for Sale, net $ - $ 4,564,972 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill [Abstract] | |
Schedule of Goodwill [Table Text Block] | The carrying value of the Company’s goodwill as of December 31, 2016 and as of December 31, 2015 was as follows: December 31, December 31, Goodwill 2016 2015 Goodwill ValidSoft Ltd $ - $ 2,659,866 Goodwill Morodo Ltd. - 177,155 Goodwill Telnicity - 190,401 Total $ - $ 3,027,422 |
Accounts payable and Customer43
Accounts payable and Customer Deposits (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | As of December 31, 2016 and December 31, 2015, the accounts payable and customer deposits were comprised of the following: December 31, December 31, 2016 2015 Accounts payable $ 2,316,768 $ 2,574,425 Customer deposits - 65,438 Total Accounts payable and Customer Deposits $ 2,316,768 $ 2,639,863 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | As of December 31, 2016 and December 31, 2015, the accrued expenses were comprised of the following: December 31, December 31, 2016 2015 Accrued selling, general and administrative expenses $ 4,955,959 $ 3,648,920 Accrued cost of service 394,496 297,370 Accrued taxes (including VAT) 127,434 708,002 Accrued interest payable 132,632 199,104 Other accrued expenses 403,099 178,316 Total accrued expenses $ 6,013,620 $ 5,031,712 |
Unsecured Convertible Promiss45
Unsecured Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Debt [Table Text Block] | Breakdown of the 9% Unsecured Subordinated Convertible Promissory Note (Maturing December 2018) Conversions Additional Regular (during 2016) Closings Amortizations including 10% Early Outstanding December (during (during accelerated Repayment December 31, 2015 2016) 2016) amortization Short Term 31, 2016 Convertible Note Principal Amount Principal Amount (Long Term) $ (1,275,000) $ (2,273,000) $ - $ 2,823,000 $ - $ (725,000) 10% Early Repayment (Short Term) - - - 255,300 (354,800) (99,500) Debt Discounts & Financing Costs Investor Warrants 543,548 1,105,059 (346,454) (1,062,843) - 239,310 Conversion Feature value 214,159 296,414 (133,988) (302,669) - 73,916 7% Agent Warrants 86,593 144,158 (63,284) (134,657) - 32,810 Financing Costs 191,871 274,193 (149,866) (513,263) 354,800 157,735 $ (238,829) $ (453,176) $ (693,592) $ 1,064,868 $ - $ (320,729) |
Unsecured Convertible Promissory Notes [Member] | |
Convertible Debt [Table Text Block] | Breakdown of the Unsecured Convertible Promissory Outstanding Closing(s) Regular Conversions December 9% Unsecured Convertible Note (Private Offering Q4-2015 - Q1-2016) $ (320,729) $ (453,176) $ (693,592) $ 1,064,868 $ (238,829) 9% Saffelberg Note (Unsecured Convertible) $ (500,319) $ (472,656) $ (27,662) $ - $ - $ (821,048) $ (925,832) $ (721,254) $ 1,064,868 $ (238,829) |
9% Saffelberg Note [Member] | |
Convertible Debt [Table Text Block] | Breakdown of the 9% Saffelberg Note (Unsecured Convertible) (Maturing August 18, 2019) December 31, Closing during Regular Conversions Outstanding Convertible Note Principal Amount Principal Amount (Long Term) $ - $ (723,900) $ - $ - $ (723,900) Debt Discounts & Financing Costs Investor Warrants - 179,527 (19,294) - 160,234 Conversion Feature value - 71,717 (8,369) - 63,348 Financing Costs - - - - - $ - $ (472,656) $ (27,662) $ - $ (500,319) |
Warrant and Conversion Featur46
Warrant and Conversion Feature Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrant And Conversion Feature Liabilities [Abstract] | |
Summary of Warrants and Debt Conversion Feature [Table Text Block] | Number of underlying shares for Agreement Warrants & Conversion Feature issued Amendments / in relation with the 9% Unsecured Outstanding Additional Shares issued Outstanding Subordinated Convertible Promissory December 31, closings during for Converted Exercises / December 31, Note(s) 2016 2016 Interest Conversions 2015 9% Convertible Note - Investors 212,667 303,067 748,973 (1,009,373) 170,000 9% Convertible Note - Other Investor 134,679 134,679 - - - FMV Conversion Feature 347,346 437,746 748,973 (1,009,373) 170,000 Lender Warrants 1,273,018 - 1,273,018 - - Investor Warrants 520,374 303,067 47,307 - 170,000 Other Investor Warrants 96,520 96,520 - - - 7% Agent Warrants 66,229 42,429 - - 23,800 8% Agent Warrants 68,445 - 68,445 - - FMV Warrant Liabilities 2,024,586 442,016 1,388,770 - 193,800 Total 2,371,932 879,762 2,137,743 (1,009,373) 363,800 |
Schedule of Warrant And Conversion Feature Liabilities [Table Text Block] | Additional Mark to FMV as FMV as of closings Agreement market of Fair Market Value Warrants & December during Amendments/ adjustment December Conversion Feature 31, 2016 2016 Conversions Ytd-2016 31, 2015 9% Convertible Note - Investors $ - $ 296,413 $ (1,675,439) $ 1,118,628 $ 260,398 9% Convertible Note - Other Investor 438,448 71,717 - 366,731 - FMV Conversion Feature $ 438,448 $ 368,130 $ (1,675,439) $ 1,485,359 $ 260,398 Lender Warrants 3,362,284 769,861 (109,756) 2,702,178 - Investor Warrants - 1,105,059 (919,760) (776,772) 591,473 Other Investor Warrants 188,214 179,527 - 8,687 - 7% Agent Warrants 121,200 144,158 - (116,705) 93,747 8% Agent Warrants 155,684 - 142,232 13,452 - FMV Warrant Liabilities $ 3,827,382 $ 2,198,605 $ (887,284) $ 1,830,840 $ 685,220 Total $ 4,265,830 $ 2,566,736 $ (2,562,723) $ 3,316,199 $ 945,618 |
2016 13%+Eurodollar Senior Se47
2016 13%+Eurodollar Senior Secured Credit Agreement fka the 2014 10%+Eurodollar Third Party Loan Agreement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Term Loan 2014 and Term Loan 2016 [Member] | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | The following table shows the composition of the 13%+Eurodollar Senior Secured Credit Agreement reflected as the 2014 10% + Eurodollar 3rd Party Loan in the Consolidated Balance Sheets: 2014 10% + Eurodollar 3rd Party Term Loan Agreement December 31, December 31, (Extinguished due to the amendment in August 2016) 2016 2015 2014 10% Term Loan (principal amount) $ - $ 6,500,000 Debt Discount - Repayment Premium - Deferred Exit Fee - 57,176 Deferred Financing Costs - (343,130) Debt Discount - Original Issue Discount - (132,567) Debt Discount Warrant - (501,202) $ - $ 5,580,277 2016 13% + Eurodollar Senior Secured Credit Agreement (Refinancing of 2014 10% + Eurodollar Loan)(Maturing December 2018, December 31, December 31, including provisional extensions) 2016 2015 2016 13% + Eurodollar Senior Secured Credit Agreement (principal) $ 10,081,836 $ - Debt Discount - 10% Warrants & Free Warrant shares (422,202) - Debt Discount - Original Issue Discount (6,596) - Deferred Financing Costs (164,731) - Debt Discount - Repayment Premium (1,772,645) - $ 7,715,662 $ - |
Other long term payable (Tables
Other long term payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Long-term Debt [Abstract] | |
Schedule Of Other Longterm Debt Current And Noncurrent [Table Text Block] | Other long term payable is summarized as follows: December 31, 2016 Arrangement with creditor $ 251,079 Less: Short-term portion (recorded in Accrued Expenses and Other Payables) (58,099) Total long term $ 192,980 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following tables summarize fair value measurements by level at December 31, 2016 for financial assets and liabilities measured at fair value on a recurring basis: December 31, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 438,448 $ 438,448 Warrant Liabilities - - 3,827,381 3,827,381 Total Derivatives Liabilities $ - $ - $ 4,265,829 $ 4,265,829 The following table summarizes fair value measurements by level at December 31, 2015 for financial assets and liabilities measured at fair value on a recurring basis: December 31, 2015 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 260,398 $ 260,398 Warrant Liabilities - - 685,220 685,220 Total Derivatives Liabilities $ - $ - $ 945,618 $ 945,618 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Preferred Stock Outstanding [Table Text Block] | Outstanding as per December 31, Outstanding as per December 31, 2016 2015 Preferred A & A-1 shares Number Net Proceeds Number Net Proceeds Series A Preferred Stock (Initial Value) 149 $ 1,490,000 - $ - Initial Fundraise Costs (Pref A) (183,521) - - Series A-1 Preferred Stock (Initial Value) 100 1,000,000 - - Initial Fundraise Costs (Pref A-1) (163,283) - - Total 249 $ 2,143,196 - $ - |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The below table summarizes the warrants outstanding as per the below reporting: Exercise/ Conversion Outstanding Warrants price(s) (range) Expiring 2016 2015 Equity Warrants - Fundraising $3.75 - $23.25 2016 - 2021 700,373 346,316 Liability Warrants - Fundraising $3.25 - $11.25 2019 - 2021 1,504,278 170,000 Equity Warrants - Other NA NA - 746 2,204,651 517,062 |
Basic and diluted net loss pe51
Basic and diluted net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The diluted share base for fiscal 2016 and 2015 excludes incremental shares related to convertible debt, warrants to purchase Common Stock and employee stock options as follows: Dilutive Securities 2016 2015 Convertible Notes 212,667 170,000 Warrants 2,204,651 517,062 Employee Stock Options 1,040,211 1,434,563 3,457,529 2,121,625 |
Option Compensation Plan and 52
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Reconciliation Of Registered And Available Shares And Or Options [Table Text Block] | Reconciliation of registered and available shares and/or options as of December 31, 2016: Full Year 2016 Total Registered 2008 - 200,000 Registered 2011 - 720,000 Approved increase 2013 - 920,000 Approved increase 2014 - 400,000 Total Registered under this plan 2,240,000 Shares (issued to): Consultants 33,428 46,428 Directors, Officers and staff 299,731 471,441 Options exercised - 95,284 Options (movements): Issued and Outstanding 1,040,211 Available for grant at December 31, 2016: 586,636 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Common Stock options consisted of the following as of the years ended December 31, 2016 and 2015: Weighted Initial Fair Average Market Value Number of Exercise (Outstanding Options: Options Price Options) Outstanding as of December 31, 2014 1,602,243 $ 33.00 $ 30,737,254 Granted in 2015 613,186 14.25 4,635,518 Exercised (with delivery of shares) (347) 17.00 (2,451) Forfeitures (Pre-vesting) (527,825) 26.25 (9,425,694) Expirations (Post-vesting) (252,694) 43.50 (4,730,900) Exchanged for Cashless exercise - - - Outstanding as of December 31, 2015 1,434,563 28.75 21,213,727 Granted in 2016 498,218 3.75 1,368,955 Exercised (with delivery of shares) - - - Forfeitures (Pre-vesting) (240,107) 16.75 (2,751,204) Expirations (Post-vesting) (652,463) 38.50 (10,994,838) Exchanged for Cashless exercise - - - Outstanding as of December 31, 2016 1,040,211 $ 13.35 $ 8,836,640 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Twelve month period ending: December 2016 December 2015 Grants During the year 498,218 613,186 Weighted Average Annual Volatility 85 % 81 % Weighted Average Cumulative Volatility 214 % 160 % Weighted Average Contractual Life of grants (Years) 7.04 4.42 Weighted Average Expected Life of grants (Years) 6.49 3.97 Weighted Average Risk Free Interest Rate 2.3105 % 1.3513 % Dividend yield 0.0000 % 0.0000 % Weighted Average Fair Value at Grant-date $ 2.75 $ 7.55 Options Outstanding Total Options Outstanding 1,040,211 1,434,563 Weighted Average Remaining Contractual Life (Years) 4.47 2.83 Weighted Average Remaining Expected Life (Years) 4.92 2.31 Weighted Average Exercise Price $ 13.35 $ 28.75 Aggregate Intrinsic Value (all options) $ - $ - Aggregate Intrinsic Value (only in-the-money options) $ 0 $ 52,500 Options Exercisable Total Options Exercisable 643,153 866,457 Weighted Average Exercise Price $ 17.86 $ 36.75 Weighted Average Remaining Contractual Life (Years) 3.76 1.93 Aggregate Intrinsic Value (all options) $ - $ - Aggregate Intrinsic Value (only in-the-money options) $ 0 $ - Unvested Options Total Unvested Options 397,058 568,106 Weighted Average Exercise Price $ 6.04 $ 16.50 Forfeiture rate used for this period ending (staff only) 0.000 % 16.260 % Options expected to vest Number of options expected to vest corrected by forfeiture 397,058 498,048 Unrecognized stock-based compensation expense $ 1,802,691 $ 3,636,518 Weighting Average remaining contract life (Years) 6.33 4.26 Exercises Total shares delivered/issued 0 346 Weighted Average Exercise Price $ - $ 17.00 Intrinsic Value of Options Exercised $ - $ 1,052 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Share-based Compensation Expense Twelve Twelve months ended months ended December 31, December 31, Stock-Based Compensation Expense 2016 2015 Consultancy services $ 243,068 $ 113,125 Directors and Officers (shares and options) 2,275,068 2,266,704 Employees (shares and options) 1,379,300 1,102,079 Total $ 3,897,437 $ 3,481,908 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | For financial statement purposes, loss before the income tax provision is divided amongst the following; 2016 2015 Domestic $ (34,186,424) $ (6,939,848) Foreign 2,780,006 1,916,388 Total loss before income tax provision $ (31,406,418) $ (5,023,460) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income tax (benefit)/expense for each year is summarized as follows: December 31, December 31, 2016 2015 Current: Federal $ - $ - State - - Foreign 38,286 (17,225) 38,286 (17,225) Deferred: Federal - - State - - Foreign - - Income tax (benefit)/ expense $ 38,286 $ (17,225) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation of the provision for income taxes at the US federal statutory rate (34%) to the foreign income tax rate for the years ended: December 31, December 31, 2016 2015 Tax expense (credit) at statutory rate federal 34 % 34 % State tax expense net of federal tax - - Foreign income tax rate difference (3) % (7) % Change in valuation allowance (33) % (29.8) % Other 0 % 0 % Income tax (benefit)/ expense $ (2) % (2.8) % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, are as follows: 2016 2015 Deferred tax assets: Net Operating Losses $ 47,284,369 $ 41,191,934 Total gross deferred tax assets 47,284,369 41,191,934 Less: valuation allowance (47,284,369) (41,191,934) Net deferred tax assets $ - $ - |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule Of Revenue And Total Assets By Geographic Location [Table Text Block] | Year ended December 31, 2016 Other foreign Europe countries Total Revenues from unaffiliated customers $ 11,953,015 $ 902,796 $ 12,855,811 Identifiable assets $ 9,766,602 $ 3,278,687 $ 13,045,289 Year ended December 31, 2015 Other foreign Europe countries Total Revenues from unaffiliated customers (restated) $ 13,034,020 $ 17,981,433 $ 31,015,453 Identifiable assets $ 22,269,243 $ 3,123,143 $ 25,392,386 |
Business and Summary of Signi55
Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2014 | |
Financing Receivable, Recorded Investment, Current | $ 0 | $ 272,425 | |||
Restricted Cash and Cash Equivalents, Current | 564,018 | 246,151 | |||
Research and Development Expense, Total | 3,543,590 | 4,543,492 | |||
Capitalized Computer Software, Additions | $ 990,076 | 4,142,089 | |||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | |||
Net Income (Loss) Attributable to Parent, Total | $ (31,444,704) | (5,006,235) | |||
Retained Earnings (Accumulated Deficit), Total | (287,080,234) | (255,635,531) | |||
Restructuring Charges | 1,638,049 | 1,254,598 | |||
Impairment of Ongoing Project | $ 2,700,000 | 850,985 | |||
Disposal Group, Including Discontinued Operation, Consideration | 3,000,000 | ||||
Proceeds from Divestiture of Businesses and Interests in Affiliates, Total | 2,000,000 | ||||
Cash and Cash Equivalents, at Carrying Value, Total | 931,189 | $ 369,250 | $ 1,904,160 | ||
Other Noncash Expense | 700,000 | ||||
Disposal Group Including Discontinued Operation Consideration Promissory Note | 1,000,000 | ||||
Escrow Deposit | $ 500,000 | ||||
Employee Severance [Member] | |||||
Restructuring Charges | 600,000 | ||||
Unsecured Subordinated Convertible Promissory Note [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||
Senior Secured Loan [Member] | |||||
Repayments of Secured Debt | $ 2,000,000 | ||||
Construction in Progress [Member] | |||||
Asset Impairment Charges, Total | $ 850,985 | ||||
Elephant Talk Middle East & Africa (Holding) W.L.L. [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | ||||
Elephant Talk Middle East & Africa (Holding) Jordan L.L.C. [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | ||||
Elephant Talk Middle East & Africa Bahrain W.L.L. [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.00% | ||||
Elephant Talk Middle East & Africa FZ-LLC [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.54% | ||||
Asesores Profesionales ETAK S De RL De CV [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.00% | ||||
Cross River Initiatives LLC [Member] | |||||
Stock Issued During Period, Shares, Acquisitions | 176,000 | ||||
Elephant Talk Europe Holding BV [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.998% | ||||
Elephant Talk Europe Holding BV [Member] | Elephant Talk Telecomunicacao Do Brasil LTDA [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 90.00% | ||||
Elephant Talk Communication Holding AG [Member] | Elephant Talk Telecomunicacao Do Brasil LTDA [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% |
Allowance for Doubtful Accoun56
Allowance for Doubtful Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Balance at the beginning of the period | $ 269,608 | $ 0 |
Additions- allowance for doubtful accounts | 88,528 | 269,608 |
Release for doubtful accounts | 260,066 | 0 |
Balance at the end of the period | 88,528 | 269,608 |
Allowance for Doubtful Accounts, Current [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Currency revaluation | 9,542 | 0 |
Total Allowance for doubtful accounts | $ 260,066 | $ 0 |
Allowance for Doubtful Accoun57
Allowance for Doubtful Accounts (Details Textual) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for Doubtful Accounts Receivable | $ 88,528 | $ 269,608 | $ 0 |
Prepaid Expenses and Other Cu58
Prepaid Expenses and Other Current Assets (Details Textual) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expense and Other Assets, Current | $ 1,084,994 | $ 2,016,236 |
Prepaid Taxes | $ 592,445 | $ 621,286 |
Other Assets (Details Textual)
Other Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Other Assets, Noncurrent | $ 129,037 | $ 473,893 |
Deposits Assets, Noncurrent | 129,037 | $ 285,404 |
Divestment [Member] | ||
Debt Instrument [Line Items] | ||
Increase (Decrease) in Deposit Assets, Total | 47,514 | |
Termination of Lease [Member] | ||
Debt Instrument [Line Items] | ||
Increase (Decrease) in Deposit Assets, Total | 18,585 | |
Termination of Carrier Contracts [Member] | ||
Debt Instrument [Line Items] | ||
Increase (Decrease) in Deposit Assets, Total | $ 90,268 |
Note Receivable (Details Textua
Note Receivable (Details Textual) - USD ($) | 3 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2016 | |
Disposal Group, Including Discontinued Operation, Consideration | $ 3,000,000 | ||
Disposal Group Including Discontinued Operation Consideration Promissory Note | 1,000,000 | ||
Proceeds from Divestiture of Businesses and Interests in Affiliates, Total | 2,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | |
ValidSoft Ltd [Member] | |||
Disposal Group, Including Discontinued Operation, Consideration | 3,000,000 | ||
Disposal Group Including Discontinued Operation Consideration Promissory Note | 1,000,000 | ||
Cash | $ 1,000,000 | ||
Interest Receivable | $ 12,603 | ||
Proceeds from Divestiture of Businesses and Interests in Affiliates, Total | $ 2,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment, Gross | $ 0 | $ 2,744,101 | |
Total property and equipment, net | 8,708,778 | 13,051,375 | |
Impairment of Ongoing Project | $ 2,700,000 | 850,985 | |
Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | 2,744,101 | ||
Less: accumulated depreciation and amortization | (772,799) | ||
Total property and equipment, net | 1,971,302 | ||
Excluding Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | 27,774,667 | ||
Less: accumulated depreciation and amortization | (14,723,292) | ||
Total property and equipment, net | 13,051,375 | ||
Including Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | 23,242,426 | 30,518,768 | |
Less: accumulated depreciation and amortization | (14,533,648) | (15,496,091) | |
Total property and equipment, net | $ 8,708,778 | 15,022,677 | |
Automobiles [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Automobiles [Member] | Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | 0 | ||
Automobiles [Member] | Excluding Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | 37,428 | ||
Automobiles [Member] | Including Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | $ 11,897 | 37,428 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Furniture and Fixtures [Member] | Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | 29,605 | ||
Furniture and Fixtures [Member] | Excluding Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | 253,782 | ||
Furniture and Fixtures [Member] | Including Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | $ 155,197 | 283,387 | |
Technology Equipment [Member] | Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | 63,216 | ||
Technology Equipment [Member] | Excluding Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | 22,927,827 | ||
Technology Equipment [Member] | Including Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | $ 19,079,117 | 22,991,043 | |
Technology Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Technology Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Software and Software Development Costs [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Software and Software Development Costs [Member] | Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | 2,255,695 | ||
Software and Software Development Costs [Member] | Excluding Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | 3,651,222 | ||
Software and Software Development Costs [Member] | Including Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | $ 3,209,318 | 5,906,917 | |
Construction in Progress [Member] | Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | 395,585 | ||
Construction in Progress [Member] | Excluding Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | 904,408 | ||
Construction in Progress [Member] | Including Assets Held For Sale [Member] | |||
Property, Plant and Equipment, Gross | $ 786,897 | $ 1,299,993 |
Property and Equipment (Detai62
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Capitalized Computer Software, Additions | $ 990,076 | $ 4,142,089 |
Property, Plant and Equipment, Transfers and Changes | 214,770 | $ 5,697,792 |
Property Plant And Equipment Other Transfers And Projects Cancelled | $ 850,985 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 315,610 | $ 13,946,235 |
Less: accumulated amortization | (315,610) | (430,333) |
Total intangible assets, Net | 0 | 258,630 |
Customer Contracts, Licenses , Interconnect Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 315,610 | 688,963 |
ValidSoft IP & Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 0 | 13,257,272 |
Less: accumulated amortization | $ 0 | (10,663,602) |
Maximum [Member] | Customer Contracts, Licenses , Interconnect Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Maximum [Member] | ValidSoft IP & Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Minimum [Member] | Customer Contracts, Licenses , Interconnect Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Minimum [Member] | ValidSoft IP & Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 1 year | |
Assets held for sale [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 12,930,083 | |
Less: accumulated amortization | 0 | |
Total intangible assets, Net | 2,593,670 | |
Assets held for sale [Member] | Customer Contracts, Licenses , Interconnect Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 0 | |
Assets held for sale [Member] | ValidSoft IP & Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 12,930,083 | |
Less: accumulated amortization | (10,336,413) | |
Excluding assets held for sale [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,016,152 | |
Less: accumulated amortization | (430,333) | |
Total intangible assets, Net | 258,630 | |
Excluding assets held for sale [Member] | Customer Contracts, Licenses , Interconnect Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 688,963 | |
Excluding assets held for sale [Member] | ValidSoft IP & Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 327,189 | |
Less: accumulated amortization | $ (327,189) |
Long Lived Assets held for Sa64
Long Lived Assets held for Sale (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Gross | $ 0 | $ 2,744,101 |
Total property and equipment, net | 8,708,778 | 13,051,375 |
Intangible Assets | 315,610 | 13,946,235 |
Less: accumulated amortization | (315,610) | (430,333) |
Total intangible Assets, net | 0 | 258,630 |
Total Assets Held for Sale, net | 0 | 4,564,972 |
Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Less: accumulated depreciation | 0 | (772,799) |
Total property and equipment, net | 0 | 1,971,302 |
Less: accumulated amortization | 0 | (10,336,413) |
Total intangible Assets, net | 0 | 2,593,670 |
Property & Equipment and Intangible Assets | 0 | 15,674,184 |
Less: accumulated depreciation and amortization | 0 | (11,109,212) |
Total Assets Held for Sale, net | 0 | 4,564,972 |
IP and Technology [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Intangible Assets | $ 0 | 12,930,083 |
IP and Technology [Member] | Maximum [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Average Estimated Useful Lives of Intangible Assets | 10 years | |
IP and Technology [Member] | Minimum [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Average Estimated Useful Lives of Intangible Assets | 3 years | |
Furniture and Fixtures [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Average Estimated Useful Lives of Property, Plant and Equipment | 5 years | |
Furniture and Fixtures [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Average Estimated Useful Lives of Property, Plant and Equipment | 5 years | |
Property, Plant and Equipment, Gross | $ 0 | 29,605 |
Technology Equipment [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Gross | $ 0 | 63,216 |
Technology Equipment [Member] | Maximum [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Average Estimated Useful Lives of Property, Plant and Equipment | 10 years | |
Technology Equipment [Member] | Maximum [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Average Estimated Useful Lives of Property, Plant and Equipment | 10 years | |
Technology Equipment [Member] | Minimum [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Average Estimated Useful Lives of Property, Plant and Equipment | 3 years | |
Technology Equipment [Member] | Minimum [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Average Estimated Useful Lives of Property, Plant and Equipment | 3 years | |
Software and Software Development Costs [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Average Estimated Useful Lives of Property, Plant and Equipment | 5 years | |
Software and Software Development Costs [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Average Estimated Useful Lives of Property, Plant and Equipment | 5 years | |
Property, Plant and Equipment, Gross | $ 0 | 2,255,695 |
Automobiles [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Average Estimated Useful Lives of Property, Plant and Equipment | 5 years | |
Property, Plant and Equipment, Gross | $ 0 | 0 |
Construction in Progress [Member] | Valid Soft [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property, Plant and Equipment, Gross | $ 0 | $ 395,585 |
Goodwill (Details)
Goodwill (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill | $ 0 | $ 3,027,422 |
Goodwill ValidSoft Ltd [Member] | ||
Goodwill | 0 | 2,659,866 |
Goodwill Morodo Ltd. [Member] | ||
Goodwill | 0 | 177,155 |
Goodwill Telnicity [Member] | ||
Goodwill | $ 0 | $ 190,401 |
Accounts payable and Customer66
Accounts payable and Customer Deposits (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts payable | $ 2,316,768 | $ 2,574,425 |
Customer deposits | 0 | 65,438 |
Total Accounts payable and Customer Deposits | $ 2,316,768 | $ 2,639,863 |
Net Billings in Excess of Rev67
Net Billings in Excess of Revenues (Details Textual) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Billings in Excess of Cost, Current | $ 951,791 | $ 1,259,545 |
Billings in Excess of Cost, Noncurrent | 121,309 | 1,066,687 |
Billings in Excess of Cost | $ 1,073,100 | $ 2,326,232 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued selling, general and administrative expenses | $ 4,955,959 | $ 3,648,920 |
Accrued cost of service | 394,496 | 297,370 |
Accrued taxes (including VAT) | 127,434 | 708,002 |
Accrued interest payable | 132,632 | 199,104 |
Other accrued expenses | 403,099 | 178,316 |
Total accrued expenses | $ 6,013,620 | $ 5,031,712 |
Accrued Expenses (Details Textu
Accrued Expenses (Details Textual) | Dec. 31, 2016USD ($) |
Accrued Income Taxes, Current | $ 9,442 |
Unsecured Convertible Promiss70
Unsecured Convertible Promissory Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | $ (821,048) | |
Debt Discounts & Financing Costs | $ (238,829) | |
Debt Discounts & Financing Costs, Total Amortizations | (721,254) | |
Debt Discounts & Financing Costs, accelerated amortization | 1,064,868 | |
Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (725,000) | (1,275,000) |
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 2,823,000 | |
Convertible Note Principal Amount, Early Repayment Short Term | 0 | |
Debt Discounts & Financing Costs | (320,729) | (238,829) |
Debt Discounts & Financing Costs, Total Amortizations | (693,592) | |
Debt Discounts & Financing Costs, accelerated amortization | 1,064,868 | |
Debt Discounts & Financing Costs, Early Repayment Short Term | 0 | |
Convertible Debt [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (99,500) | 0 |
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 255,300 | |
Convertible Note Principal Amount, Early Repayment Short Term | (354,800) | |
9% Unsecured Convertible Note[Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (320,729) | |
Debt Discounts & Financing Costs | (238,829) | |
Debt Discounts & Financing Costs, Total Amortizations | (693,592) | |
Debt Discounts & Financing Costs, accelerated amortization | 1,064,868 | |
9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (500,319) | |
Convertible Note Principal Amount, Total Amortizations | 0 | |
Debt Discounts & Financing Costs | 0 | 0 |
Debt Discounts & Financing Costs, Total Amortizations | (27,662) | |
Debt Discounts & Financing Costs, accelerated amortization | 0 | |
Net Liability | (500,319) | |
9% Saffelberg Note [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | 0 | |
Convertible Note Principal Amount, accelerated amortization | 0 | |
Debt Discounts & Financing Costs, Total Amortizations | (27,662) | |
Debt Discounts & Financing Costs, accelerated amortization | 0 | |
Convertible Note Principal Amount, Net Liability | (723,900) | |
Additional Closings [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (925,832) | |
Additional Closings [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (2,273,000) | |
Debt Discounts & Financing Costs | (453,176) | |
Additional Closings [Member] | Convertible Debt [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | 0 | |
Additional Closings [Member] | 9% Unsecured Convertible Note[Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (453,176) | |
Additional Closings [Member] | 9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (472,656) | |
Debt Discounts & Financing Costs | (472,656) | |
Additional Closings [Member] | 9% Saffelberg Note [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (723,900) | |
Debt Discounts & Financing Costs | 0 | |
Investor Warrants [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 239,310 | 543,548 |
Debt Discounts & Financing Costs, Total Amortizations | (346,454) | |
Debt Discounts & Financing Costs, accelerated amortization | (1,062,843) | |
Debt Discounts & Financing Costs, Early Repayment Short Term | 0 | |
Investor Warrants [Member] | 9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs, accelerated amortization | 0 | |
Debt Discounts & Financing Costs, Net Liability | 160,234 | |
Investor Warrants [Member] | 9% Saffelberg Note [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 0 | |
Debt Discounts & Financing Costs, Total Amortizations | (19,294) | |
Investor Warrants [Member] | Additional Closings [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 1,105,059 | |
Investor Warrants [Member] | Additional Closings [Member] | 9% Saffelberg Note [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 179,527 | |
7% Agent Warrants(@$0.30) [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 32,810 | 86,593 |
Debt Discounts & Financing Costs, Total Amortizations | (63,284) | |
Debt Discounts & Financing Costs, accelerated amortization | (134,657) | |
Debt Discounts & Financing Costs, Early Repayment Short Term | 0 | |
7% Agent Warrants(@$0.30) [Member] | Additional Closings [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 144,158 | |
Conversion Feature value [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 73,916 | 214,159 |
Debt Discounts & Financing Costs, Total Amortizations | (133,988) | |
Debt Discounts & Financing Costs, accelerated amortization | (302,669) | |
Debt Discounts & Financing Costs, Early Repayment Short Term | 0 | |
Conversion Feature value [Member] | 9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs, accelerated amortization | 0 | |
Debt Discounts & Financing Costs, Net Liability | 63,348 | |
Conversion Feature value [Member] | 9% Saffelberg Note [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 0 | |
Debt Discounts & Financing Costs, Total Amortizations | (8,369) | |
Conversion Feature value [Member] | Additional Closings [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 296,414 | |
Conversion Feature value [Member] | Additional Closings [Member] | 9% Saffelberg Note [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 71,717 | |
Financing Costs [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 157,735 | $ 191,871 |
Debt Discounts & Financing Costs, Total Amortizations | (149,866) | |
Debt Discounts & Financing Costs, accelerated amortization | (513,263) | |
Debt Discounts & Financing Costs, Early Repayment Short Term | 354,800 | |
Financing Costs [Member] | 9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs, accelerated amortization | 0 | |
Debt Discounts & Financing Costs, Net Liability | 0 | |
Financing Costs [Member] | 9% Saffelberg Note [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 0 | |
Debt Discounts & Financing Costs, Total Amortizations | 0 | |
Financing Costs [Member] | Additional Closings [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | $ 274,193 |
Unsecured Convertible Promiss71
Unsecured Convertible Promissory Notes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 18, 2015 | Dec. 31, 2016 | Aug. 15, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Short-term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | |||
Debt Instrument, Face Amount | $ 821,048 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 96,520 | ||||
Proceeds from Issuance of Debt | $ 3,039,932 | ||||
Class of Warrants or Rights, Modified Exercise Price | $ 3.75 | ||||
Class of Warrants or Rights Modifications, Percentage of Additional Bonus Warrants Issued | 10.00% | ||||
Gross Proceeds From Issuance Of Debt | $ 3,458,000 | ||||
Private Placement [Member] | |||||
Short-term Debt [Line Items] | |||||
Private Placement Offering Units Authorized | $ 4,200,000 | ||||
Private Placement Offering Units Authorized Units | 140 | ||||
Percentage of Cash Fee of Gross Proceeds In private Placement Offering | 7.00% | ||||
Percentage of Non Accountable Expense Of Gross Proceeds In private Placement Offering | 1.00% | ||||
Percentage of Shares of Warrant To Purchase Stock1 | 7.00% | ||||
Offering Exercise Price Per Share1 | $ 7.50 | ||||
Percentage of Shares of Warrant To Purchase Stock 2 | 7.00% | ||||
Offering Exercise Price Per Share 2 | $ 11.25 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||
Debt Instrument, Face Amount | $ 30,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ 7.50 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.25 | ||||
Debt Instrument, Unamortized Discount | $ 2,395,290 | ||||
Deferred Finance Costs, Net | $ 467,568 | ||||
Class Of Warrant Or Right Term | 5 years | ||||
Private Placement [Member] | Placement Agent One [Member] | |||||
Short-term Debt [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.25 | ||||
Warrants Issued | 33,115 | ||||
Private Placement [Member] | Placement Agent Two [Member] | |||||
Short-term Debt [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | ||||
Warrants Issued | 33,115 | ||||
Note Warrant [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Face Amount | $ 3,548,000 | $ 3,548,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 473,067 | 473,067 |
Warrant and Conversion Featur72
Warrant and Conversion Feature Liabilities (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2015 (in shares) | shares | 363,800 |
Additional Closings During 2016 (in shares) | shares | 879,762 |
Agreement Amendments (in shares) | shares | 2,137,743 |
Exercises / Conversions (in shares) | shares | (1,009,373) |
Outstanding Balance at December 31, 2016 (in shares) | shares | 2,371,932 |
FMV as of December 31, 2015 | $ | $ 945,618 |
Additional Closings During 2016 | $ | 2,566,736 |
Agreement Amendments/ Conversions | $ | (2,562,723) |
Mark To Market Adjustment Ytd-2016 | $ | 3,316,199 |
FMV as of December 31, 2016 | $ | $ 4,265,830 |
FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2015 (in shares) | shares | 193,800 |
Additional Closings During 2016 (in shares) | shares | 442,016 |
Agreement Amendments (in shares) | shares | 1,388,770 |
Exercises / Conversions (in shares) | shares | 0 |
Outstanding Balance at December 31, 2016 (in shares) | shares | 2,024,586 |
FMV as of December 31, 2015 | $ | $ 685,220 |
Additional Closings During 2016 | $ | 2,198,605 |
Agreement Amendments/ Conversions | $ | (887,284) |
Mark To Market Adjustment Ytd-2016 | $ | 1,830,840 |
FMV as of December 31, 2016 | $ | $ 3,827,382 |
Lender Warrants [Member] | FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2015 (in shares) | shares | 0 |
Additional Closings During 2016 (in shares) | shares | 0 |
Agreement Amendments (in shares) | shares | 1,273,018 |
Exercises / Conversions (in shares) | shares | 0 |
Outstanding Balance at December 31, 2016 (in shares) | shares | 1,273,018 |
FMV as of December 31, 2015 | $ | $ 0 |
Additional Closings During 2016 | $ | 769,861 |
Agreement Amendments/ Conversions | $ | (109,756) |
Mark To Market Adjustment Ytd-2016 | $ | 2,702,178 |
FMV as of December 31, 2016 | $ | $ 3,362,284 |
Investor Warrants [Member] | FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2015 (in shares) | shares | 170,000 |
Additional Closings During 2016 (in shares) | shares | 303,067 |
Agreement Amendments (in shares) | shares | 47,307 |
Exercises / Conversions (in shares) | shares | 0 |
Outstanding Balance at December 31, 2016 (in shares) | shares | 520,374 |
FMV as of December 31, 2015 | $ | $ 591,473 |
Additional Closings During 2016 | $ | 1,105,059 |
Agreement Amendments/ Conversions | $ | (919,760) |
Mark To Market Adjustment Ytd-2016 | $ | (776,772) |
FMV as of December 31, 2016 | $ | $ 0 |
Other Investor Warrants [Member] | FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2015 (in shares) | shares | 0 |
Additional Closings During 2016 (in shares) | shares | 96,520 |
Agreement Amendments (in shares) | shares | 0 |
Exercises / Conversions (in shares) | shares | 0 |
Outstanding Balance at December 31, 2016 (in shares) | shares | 96,520 |
FMV as of December 31, 2015 | $ | $ 0 |
Additional Closings During 2016 | $ | 179,527 |
Agreement Amendments/ Conversions | $ | 0 |
Mark To Market Adjustment Ytd-2016 | $ | 8,687 |
FMV as of December 31, 2016 | $ | $ 188,214 |
7% Agent Warrants [Member] | FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2015 (in shares) | shares | 23,800 |
Additional Closings During 2016 (in shares) | shares | 42,429 |
Agreement Amendments (in shares) | shares | 0 |
Exercises / Conversions (in shares) | shares | 0 |
Outstanding Balance at December 31, 2016 (in shares) | shares | 66,229 |
FMV as of December 31, 2015 | $ | $ 93,747 |
Additional Closings During 2016 | $ | 144,158 |
Agreement Amendments/ Conversions | $ | 0 |
Mark To Market Adjustment Ytd-2016 | $ | (116,705) |
FMV as of December 31, 2016 | $ | $ 121,200 |
8% Agent Warrants [Member] | FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2015 (in shares) | shares | 0 |
Additional Closings During 2016 (in shares) | shares | 0 |
Agreement Amendments (in shares) | shares | 68,445 |
Exercises / Conversions (in shares) | shares | 0 |
Outstanding Balance at December 31, 2016 (in shares) | shares | 68,445 |
FMV as of December 31, 2015 | $ | $ 0 |
Additional Closings During 2016 | $ | 0 |
Agreement Amendments/ Conversions | $ | 142,232 |
Mark To Market Adjustment Ytd-2016 | $ | 13,452 |
FMV as of December 31, 2016 | $ | $ 155,684 |
FMV Conversion Feature [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2015 (in shares) | shares | 170,000 |
Additional Closings During 2016 (in shares) | shares | 437,746 |
Agreement Amendments (in shares) | shares | 748,973 |
Exercises / Conversions (in shares) | shares | (1,009,373) |
Outstanding Balance at December 31, 2016 (in shares) | shares | 347,346 |
FMV as of December 31, 2015 | $ | $ 260,398 |
Additional Closings During 2016 | $ | 368,130 |
Agreement Amendments/ Conversions | $ | (1,675,439) |
Mark To Market Adjustment Ytd-2016 | $ | 1,485,359 |
FMV as of December 31, 2016 | $ | $ 438,448 |
FMV Conversion Feature [Member] | 9% Convertible Note - Investors [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2015 (in shares) | shares | 170,000 |
Additional Closings During 2016 (in shares) | shares | 303,067 |
Agreement Amendments (in shares) | shares | 748,973 |
Exercises / Conversions (in shares) | shares | (1,009,373) |
Outstanding Balance at December 31, 2016 (in shares) | shares | 212,667 |
FMV as of December 31, 2015 | $ | $ 260,398 |
Additional Closings During 2016 | $ | 296,413 |
Agreement Amendments/ Conversions | $ | (1,675,439) |
Mark To Market Adjustment Ytd-2016 | $ | 1,118,628 |
FMV as of December 31, 2016 | $ | $ 0 |
FMV Conversion Feature [Member] | 9% Convertible Note - Other Investor [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2015 (in shares) | shares | 0 |
Additional Closings During 2016 (in shares) | shares | 134,679 |
Agreement Amendments (in shares) | shares | 0 |
Exercises / Conversions (in shares) | shares | 0 |
Outstanding Balance at December 31, 2016 (in shares) | shares | 134,679 |
FMV as of December 31, 2015 | $ | $ 0 |
Additional Closings During 2016 | $ | 71,717 |
Agreement Amendments/ Conversions | $ | 0 |
Mark To Market Adjustment Ytd-2016 | $ | 366,731 |
FMV as of December 31, 2016 | $ | $ 438,448 |
2016 13%+Eurodollar Senior Se73
2016 13%+Eurodollar Senior Secured Credit Agreement fka the 2014 10%+Eurodollar Third Party Loan Agreement (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 22, 2015 |
2014 10% Term Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 0 | $ 6,500,000 | $ 12,000,000 |
Debt Discount - Repayment Premium | 0 | ||
Deferred Exit Fee | 0 | 57,176 | |
Deferred Financing Costs | 0 | (343,130) | |
Debt Discount - Original Issue Discount | 0 | (132,567) | |
Debt Discount - Warrant | 0 | (501,202) | |
Long-term Debt, Total | 0 | 5,580,277 | |
2016 13% Term Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Principal Amount | 10,081,836 | 0 | |
Debt Discount - Repayment Premium | (1,772,645) | 0 | |
Deferred Financing Costs | (164,731) | 0 | |
Debt Discount - Original Issue Discount | (6,596) | 0 | |
Debt Discount - Warrant | (422,202) | 0 | |
Long-term Debt, Total | $ 7,715,662 | $ 0 |
2016 13%+Eurodollar Senior Se74
2016 13%+Eurodollar Senior Secured Credit Agreement fka the 2014 10%+Eurodollar Third Party Loan Agreement (Details Textual) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Aug. 15, 2016 | Dec. 27, 2016 | Jun. 22, 2015 | Nov. 17, 2014 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | Mar. 31, 2016 | Jun. 30, 2015 |
Proceeds from Issuance of Debt | $ 3,039,932 | ||||||||||||
Convertible Note Principal Amount, Net Liability | $ 821,048 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | |||||||||||
Proceeds from Issuance or Sale of Equity | $ 12,000,000 | ||||||||||||
Credit Agreement [Member] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 13.00% | 12.00% | |||||||||||
2014 Term Loan Agreement [Member] | |||||||||||||
Debt Instrument Increase In Basis Spread On Variable Rate1 | 2.00% | ||||||||||||
Debt Instrument Basis Spread On Variable Rate Before Adjustment | 12.00% | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 10.00% | 10.00% | |||||||||||
Proceeds from Issuance of Debt | $ 4,500,000 | ||||||||||||
Repayments of Secured Debt | $ 9,927,333 | ||||||||||||
Convertible Note Principal Amount, Net Liability | $ 2,072,667 | ||||||||||||
Repayments of Senior Debt, Total | 10,100,000 | 10,100,000 | |||||||||||
Early Repayment of Senior Debt | 5,500,000 | ||||||||||||
Maturities of Senior Debt | 4,427,333 | ||||||||||||
Long-term Debt, Gross | $ 12,000,000 | $ 0 | $ 6,500,000 | ||||||||||
Debt Instrument, Description of Variable Rate Basis | Eurodollar | Eurodollar | |||||||||||
Debt Repayment Premium | $ 0 | ||||||||||||
Deferred Exit Fee | 0 | $ 57,176 | |||||||||||
Term Loan 2016 [Member] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 13.00% | ||||||||||||
Proceeds from Related Party Debt | $ 1,202,447 | ||||||||||||
Debt Instrument, Payment Terms | Furthermore the amendment included additional prepayment premium in the following cases, equal to: (a) twenty-five percent (25%) of the amount prepaid if such prepayment occurs on or before October 15, 2016, (b) fifty percent (50%) of the amount prepaid if such prepayment occurs on or after October 16, 2016 and on or before December 31, 2016, and (c) seventy-five percent (75%) of the amount prepaid if such prepayment occurs on or after December 31, 2016. | ||||||||||||
2016 13% Term Loan Agreement [Member] | |||||||||||||
Long-term Debt, Gross | $ 10,081,836 | 0 | |||||||||||
Debt Instrument, Description of Variable Rate Basis | Eurodollar | ||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2017 | Jun. 30, 2017 | |||||||||||
Debt Repayment Premium | $ 1,772,645 | $ 0 | |||||||||||
Leverage Ratio , Description | less than or equal to 2.50 to 1.00, | ||||||||||||
2016 13% Term Loan Agreement [Member] | Second Amendment [Member] | |||||||||||||
Convertible Note Principal Amount, Net Liability | $ 10,081,836 | ||||||||||||
Liabilities, Other than Long-term Debt, Noncurrent | 5,562,778 | ||||||||||||
Debt Repayment Premium | 4,149,893 | ||||||||||||
Deferred Exit Fee | 300,000 | ||||||||||||
2016 13% Term Loan Agreement [Member] | Original Credit Agreement [Member] | |||||||||||||
Debt Repayment Premium | 69,165 | ||||||||||||
2016 13% Term Loan Agreement [Member] | Credit Agreement [Member] | |||||||||||||
Proceeds from Issuance or Sale of Equity | $ 3,000,000 | ||||||||||||
2016 13% Term Loan Agreement [Member] | Debt Maturity Date One [Member] | |||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2017 | ||||||||||||
2016 13% Term Loan Agreement [Member] | Debt Maturity Date Two [Member] | |||||||||||||
Debt Instrument, Maturity Date | Feb. 28, 2018 | ||||||||||||
2016 13% Term Loan Agreement [Member] | Debt Maturity Date Three [Member] | |||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2018 | ||||||||||||
2016 13% Term Loan Agreement [Member] | Two Thousand Seventeen Quarterly Payments [Member] | Scenario, Forecast [Member] | |||||||||||||
Debt Instrument, Periodic Payment | $ 500,000 | ||||||||||||
2016 13% Term Loan Agreement [Member] | Two Thousand Seventeen Quarterly Payments [Member] | Subsequent Event [Member] | |||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,500,000 | ||||||||||||
2016 13% Term Loan Agreement [Member] | Two Thousand Eighteen Quarterly Payments [Member] | Scenario, Forecast [Member] | |||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,500,000 | ||||||||||||
Debt Instrument, Periodic Payment | $ 250,000 | ||||||||||||
2016 13% Term Loan Agreement [Member] | Quarterly Payments [Member] | |||||||||||||
Debt Instrument, Fee Amount | $ 15,000 | ||||||||||||
2016 13% Term Loan Agreement [Member] | Annual Payments [Member] | |||||||||||||
Debt Instrument, Fee Amount | $ 60,000 | ||||||||||||
Parent Company [Member] | Term Loan 2016 [Member] | |||||||||||||
Proceeds from Related Party Debt | $ 1,000,000 | ||||||||||||
Atalaya Administrative LLC [Member] | 2014 Term Loan Agreement [Member] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 10.00% |
Registered Direct Offering an75
Registered Direct Offering and Warrant Liabilities (Details Textual) | 12 Months Ended |
Dec. 31, 2013USD ($)shares | |
Proceeds From Issuance Or Sale Of Equity Net Of Costs | $ 11,292,500 |
Value Covered By Registration Statement | 75,000,000 |
Proceeds from Issuance or Sale of Equity, Total | 12,000,000 |
Payments of Stock Issuance Costs | $ 707,500 |
Investors [Member] | |
Class Of Warrant Or Right Issued | shares | 313,661 |
Stock Issued During Period, Shares, New Issues | shares | 697,025 |
Obligations under Capital Lea76
Obligations under Capital Leases (Details Textual) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Lease Obligations, Current | $ 10,813 | $ 310,403 |
Other long term payable (Detail
Other long term payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Arrangement with creditor | $ 251,079 | |
Less: Short-term portion (recorded in Accrued Expenses and Other Payables) | (58,099) | |
Total long term | $ 192,980 | $ 260,290 |
Other long term payable (Deta78
Other long term payable (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other Long-term Debt | $ 251,079 | |
Other Long-term Debt, Noncurrent | $ 192,980 | $ 260,290 |
Other Long term Debt Current And Non current Repayment Term | 49 months |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative Liabilities | ||
Derivative Liability | $ 4,265,829 | $ 945,618 |
Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 438,448 | 260,398 |
Warrant [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 3,827,381 | 685,220 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 4,265,829 | 945,618 |
Fair Value, Inputs, Level 3 [Member] | Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 438,448 | 260,398 |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||
Derivative Liabilities | ||
Derivative Liability | $ 3,827,381 | $ 685,220 |
Fair Value Measurements (Deta80
Fair Value Measurements (Details Textual) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Assumptions, Expected Term | 5 years |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | |||
Preferred Stock, Value, Issued | $ 2,143,196 | $ 0 | |
Preferred Stock, Shares Outstanding | 249 | 0 | |
Payments of Stock Issuance Costs | $ (707,500) | ||
Series A Prefeered Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Preferred Stock, Value, Issued | $ 1,490,000 | $ 0 | |
Preferred Stock, Shares Outstanding | 149 | 0 | |
Payments of Stock Issuance Costs | $ (183,521) | $ 0 | |
Series A-1 Preferred Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Preferred Stock, Value, Issued | $ 1,000,000 | $ 0 | |
Preferred Stock, Shares Outstanding | 100 | 0 | |
Payments of Stock Issuance Costs | $ (163,283) | $ 0 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Aug. 15, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 2,204,651 | 166,316 | 517,062 |
Equity Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 700,373 | 346,316 | |
Equity Warrants - Other [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 0 | 746 | |
Liability Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 1,504,278 | 170,000 | |
Maximum [Member] | Equity Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 23.25 | ||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2021 | ||
Maximum [Member] | Liability Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.25 | ||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2021 | ||
Minimum [Member] | Equity Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.75 | ||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2016 | ||
Minimum [Member] | Liability Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.25 | ||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2019 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Nov. 10, 2016 | Sep. 30, 2016 | Dec. 02, 2016 | Oct. 28, 2016 | Sep. 16, 2016 | Sep. 02, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | Aug. 15, 2016 | Dec. 18, 2015 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||||||
Common Stock, Shares, Issued | 8,376,267 | 6,455,055 | ||||||||||
Common Stock, Shares, Outstanding | 8,376,267 | 6,455,055 | ||||||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 1,830,429 | |||||||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 | ||||||||||
Preferred Stock, Shares Outstanding | 249 | 0 | ||||||||||
Number Of Shares Issued According To Stock Transfer Agent | 8,386,104 | |||||||||||
Shares Issued Difference | 9,837 | |||||||||||
Unreturned Shares From Cancelled Acquisitions | 9,357 | |||||||||||
Shares Issued Under Employee Benefits Plan Treasury Shares | 480 | |||||||||||
Class of Warrant or Right, Outstanding | 2,204,651 | 517,062 | 166,316 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 96,520 | |||||||||||
Stock Issued During the Period, Shares, Amendments to Debt | 166,316 | |||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 5,238,329 | $ 0 | ||||||||||
Stock Issued During Period, Shares, Other | 232,257 | |||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 2,490,000 | $ 0 | ||||||||||
Placement Agent Cash Fee On Gross Proceeds Percentage | 8.00% | |||||||||||
Reimbursement of Expense | $ 15,000 | |||||||||||
Selling Commission Percentage | 8.00% | |||||||||||
Class Of Warrant Or Right, Warrants Issued | 66,229 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | ||||||||||
Number Of Common Stock Shares Issued As Debt Discount,Amendment Of Debt | 46,315 | |||||||||||
Number Of Common Stock Shares Issued In Lieu Of Cash | 33,427 | |||||||||||
Cross River Initiatives LLC [Member] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 176,000 | |||||||||||
Derivative Warrants [Member] | ||||||||||||
Class of Warrant or Right, Outstanding | 1,504,278 | |||||||||||
Derivative, Fair Value, Net | $ 3,827,381 | |||||||||||
Convertible Note [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 723,900 | |||||||||||
Non Derivative Warrants [Member] | ||||||||||||
Class of Warrant or Right, Outstanding | 700,373 | |||||||||||
Private Placement [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 11.25 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||||
Staffs And Contractors [Member] | ||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 199,166 | |||||||||||
Former Officer [Member] | ||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 20,000 | |||||||||||
Placement Agent Warrants [Member] | ||||||||||||
Class of Warrant or Right, Outstanding | 68,511 | |||||||||||
Investors [Member] | ||||||||||||
Class of Warrant or Right, Outstanding | 170,000 | |||||||||||
Issuance Of Warrant Liabilities | $ 685,220 | |||||||||||
Stock Issued During Period, Shares, New Issues | 697,025 | |||||||||||
Officers And Directors [Member] | ||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 104,671 | |||||||||||
Placement Agents [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 4.6075 | |||||||||||
Warrants Lendaers [Member] | ||||||||||||
Class of Warrant or Right, Outstanding | 1,273,018 | |||||||||||
Common Stock [Member] | ||||||||||||
Common Stock, Shares, Outstanding | 8,376,267 | |||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 104,671 | 106,668 | ||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 5,238,329 | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,009,373 | |||||||||||
Stock Issued During Period, Shares, Acquisitions | 0 | |||||||||||
Common Stock [Member] | Convertible Notes [Member] | ||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 2,823,000 | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,009,373 | |||||||||||
Preferred Stock [Member] | ||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 0 | 0 | ||||||||||
Preferred Stock, Shares Outstanding | 249 | |||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 0 | |||||||||||
Stock Issued During Period, Shares, New Issues | 249 | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 0 | |||||||||||
Stock Issued During Period, Shares, Acquisitions | 0 | |||||||||||
Warrant [Member] | Chief Executive Officer [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 96,520 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Preferred Stock Conventible On Basis Common Stock Issued And Outstanding Share Percentage | 0.04% | |||||||||||
Series A Preferred Stock [Member] | Investor [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 27 | 5 | 49 | |||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 270,000 | $ 490,000 | ||||||||||
Series A Preferred Stock [Member] | Private Placement [Member] | ||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | |||||||||||
Stock Issued During Period, Shares, New Issues | 73 | 149 | ||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 730,000 | $ 1,490,000 | ||||||||||
Series A Preferred Stock [Member] | Private Placement [Member] | Maximum [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 150 | |||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 1,500,000 | |||||||||||
Series A-1 Preferred Stock [Member] | ||||||||||||
Preferred Stock, Shares Outstanding | 100 | 0 | ||||||||||
Stock Issued During Period, Shares, New Issues | 100 | |||||||||||
Preferred Stock Conventible On Basis Common Stock Issued And Outstanding Share Percentage | 9.96% | |||||||||||
Series A-1 Preferred Stock [Member] | Maximum [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 100 | |||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 1,000,000 | |||||||||||
Series A-1 Preferred Stock [Member] | Private Placement [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 62 | 33 | ||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 620,000 | $ 50,000 | $ 330,000 | $ 1,000,000 |
Basic and diluted net loss pe84
Basic and diluted net loss per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,457,529 | 2,121,625 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 212,667 | 170,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,204,651 | 517,062 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,040,211 | 1,434,563 |
Option Compensation Plan and 85
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan (Details) - shares | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2008 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number registered | 400,000 | 400,000 | 920,000 | 720,000 | 200,000 | |
Total Registered under this plan | 2,240,000 | |||||
Shares Issued Since Inception Of Plan | 95,284 | |||||
Issued and Outstanding | 1,040,211 | |||||
Available for grant at December 31, 2016: | 586,636 | |||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |||||
Consultant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares Issued Since Inception Of Plan | 46,428 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 33,428 | |||||
Directors And Officers [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares Issued Since Inception Of Plan | 471,441 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 299,731 |
Option Compensation Plan and 86
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding | 1,040,211 | |
2008 Long-Term Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding | 1,434,563 | 1,602,243 |
Number of Options, Granted | 498,218 | 613,186 |
Number of Options, Exercised (with delivery of shares) | 0 | (347) |
Number of Options, Forfeitures (Pre-vesting) | (240,107) | (527,825) |
Number of Options, Expirations (Post-vesting) | (652,463) | (252,694) |
Number of Options, Exchanged for Cashless exercise | 0 | 0 |
Number of Options, Outstanding | 1,040,211 | 1,434,563 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 28.75 | $ 33 |
Weighted Average Exercise Price, Granted (in dollars per share) | 3.75 | 14.25 |
Weighted Average Exercise Price, Exercised (with delivery of shares) (in dollars per share) | 0 | 17 |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) (in dollars per share) | 16.75 | 26.25 |
Weighted Average Exercise Price, Expirations (Post-vesting) (in dollars per share) | 38.5 | 43.5 |
Weighted Average Exercise Price, Exchanged for Cashless exercise | 0 | 0 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 13.35 | $ 28.75 |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 21,213,727 | $ 30,737,254 |
Initial Fair Market Value (Outstanding Options), Granted | 1,368,955 | 4,635,518 |
Initial Fair Market Value (Outstanding Options), Exercised (with delivery of shares) | 0 | (2,451) |
Initial Fair Market Value (Outstanding Options), Forfeitures (Pre-vesting) | (2,751,204) | (9,425,694) |
Initial Fair Market Value (Outstanding Options), Expirations (Post-vesting) | (10,994,838) | (4,730,900) |
Initial Fair Market Value (Outstanding Options), Exchanged for Cashless exercise | 0 | 0 |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 8,836,640 | $ 21,213,727 |
Option Compensation Plan and 87
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Options Outstanding | |||
Total Options Outstanding | 1,040,211 | ||
Unvested Options | |||
Forfeiture rate used for this period ending (staff only) | 0.00% | 16.30% | |
2008 Long-Term Incentive Plan [Member] | |||
Grants | |||
During the year | 498,218 | 613,186 | |
Weighted Average Annual Volatility | 85.00% | 81.00% | |
Weighted Average Cumulative Volatility | 214.00% | 160.00% | |
Weighted Average Contractual Life of grants (Years) | 7 years 14 days | 4 years 5 months 1 day | |
Weighted Average Expected Life of grants (Years) | 6 years 5 months 26 days | 3 years 11 months 19 days | |
Weighted Average Risk Free Interest Rate | 2.3105% | 1.3513% | |
Dividend yield | 0.00% | 0.00% | |
Weighted Average Fair Value at Grant-date | $ 2.75 | $ 7.55 | |
Options Outstanding | |||
Total Options Outstanding | 1,040,211 | 1,434,563 | 1,602,243 |
Weighted Average Remaining Contractual Life (Years) | 4 years 5 months 19 days | 2 years 9 months 29 days | |
Weighted Average Remaining Expected Life (Years) | 4 years 11 months 1 day | 2 years 3 months 22 days | |
Weighted Average Exercise Price | $ 13.35 | $ 28.75 | $ 33 |
Aggregate Intrinsic Value | $ 0 | $ 0 | |
Options Exercisable | |||
Total Options Exercisable | 643,153 | 866,457 | |
Weighted Average Exercise Price | $ 17.86 | $ 36.75 | |
Weighted Average Remaining Contractual Life (Years) | 3 years 9 months 4 days | 1 year 11 months 5 days | |
Aggregate Intrinsic Value | $ 0 | $ 0 | |
Unvested Options | |||
Total Unvested Options | 397,058 | 568,106 | |
Weighted Average Exercise Price | $ 6.04 | $ 16.5 | |
Forfeiture rate used for this period ending (staff only) | 0.00% | 16.26% | |
Options expected to vest | |||
Number of options expected to vest corrected by forfeiture | 397,058 | 498,048 | |
Unrecognized stock-based compensation expense | $ 1,802,691 | $ 3,636,518 | |
Weighting Average remaining contract life (Years) | 6 years 3 months 29 days | 4 years 3 months 4 days | |
Exercises | |||
Total shares delivered/issued | 0 | 347 | |
Weighted Average Exercise Price | $ 0 | $ 17 | |
Intrinsic Value of Options Exercised | $ 0 | $ 1,052 | |
2008 Long-Term Incentive Plan [Member] | In Money Options [Member] | |||
Options Outstanding | |||
Aggregate Intrinsic Value | 0 | 52,500 | |
Options Exercisable | |||
Aggregate Intrinsic Value | $ 0 | $ 0 |
Option Compensation Plan and 88
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 3,897,437 | $ 3,481,908 |
Consultancy Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 243,068 | 113,125 |
Directors and Officers (shares and options) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 2,275,068 | 2,266,704 |
Employees (shares and options) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 1,379,300 | $ 1,102,079 |
Option Compensation Plan and 89
Option Compensation Plan and 2008 Long Term Incentive Compensation Plan (Details Textual) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2008 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 400,000 | 400,000 | 920,000 | 720,000 | 200,000 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Vested Forfeiture Rate | 0.00% | 16.30% | ||||
Allocated Share-based Compensation Expense | $ 3,897,437 | $ 3,481,908 | ||||
2008 Long-Term Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 337,159 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.75 | $ 14.25 | ||||
Share Based Compensation Arrangements By Share Based Payment Award Options Grants In Period Fair Value | $ 1,368,955 | $ 4,635,518 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 214.00% | 160.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 85.00% | 81.00% | ||||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Contractual Life | 7 years 14 days | 4 years 5 months 1 day | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years 5 months 26 days | 3 years 11 months 19 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.3105% | 1.3513% | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 1,802,691 | $ 3,636,518 | ||||
Share Based Compensation Arrangement By Share Based Payment Award Options Vested Forfeiture Rate | 0.00% | 16.26% | ||||
Allocated Share-based Compensation Expense | $ 3,654,369 | $ 3,368,783 | ||||
Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 920,000 | 200,000 | ||||
Common Stock [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 200,000 | |||||
Common Stock [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 920,000 | |||||
Management [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 299,731 | |||||
Restricted Stock [Member] | 2008 Long-Term Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated Share-based Compensation Expense | $ 243,068 | $ 113,125 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Line Items] | ||
Domestic | $ (34,186,424) | $ (6,939,848) |
Foreign | 2,780,006 | 1,916,388 |
Total loss before income tax provision | $ (31,406,418) | $ (5,023,460) |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 38,286 | (17,225) |
Current Income Tax Expense (Benefit), Total | 38,286 | (17,225) |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Income tax (benefit)/ expense | $ 38,286 | $ (17,225) |
Income taxes (Details 2)
Income taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Line Items] | ||
Tax expense (credit) at statutory rate federal | 34.00% | 34.00% |
State tax expense net of federal tax | 0.00% | 0.00% |
Foreign income tax rate difference | (3.00%) | (7.00%) |
Change in valuation allowance | (33.00%) | (29.80%) |
Other | 0.00% | 0.00% |
Income tax (benefit)/ expense | (2.00%) | (2.80%) |
Income taxes (Details 3)
Income taxes (Details 3) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net Operating Losses | $ 47,284,369 | $ 41,191,934 |
Total gross deferred tax assets | 47,284,369 | 41,191,934 |
Less: valuation allowance | (47,284,369) | (41,191,934) |
Net deferred tax assets | $ 0 | $ 0 |
Income taxes (Details Textual)
Income taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 143,000,000 | $ 157,000,000 |
Liability for Uncertain Tax Positions, Current | 0 | 0 |
Income Tax Expense (Benefit) | 38,286 | (17,225) |
Federal And State Jurisdiction [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 80,000,000 | $ 45,000,000 |
Operating Loss Carryforwards, Limitations on Use | expire in 2018 | |
Foreign Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 63,000,000 | |
Operating Loss Carryforwards, Limitations on Use | expire in 2016 |
Contingencies (Details Textual)
Contingencies (Details Textual) - Unsecured $350,000 Promissory Note [Member] | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Loss Contingencies [Line Items] | |
Unsecured Debt | $ 350,000 |
Debt Instrument, Maturity Date | Mar. 31, 2017 |
Geographic Information (Details
Geographic Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from unaffiliated customers | $ 12,855,811 | $ 31,015,453 |
Identifiable assets | 13,045,289 | 25,392,386 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from unaffiliated customers | 11,953,015 | 13,034,020 |
Identifiable assets | 9,766,602 | 22,269,243 |
Other Foreign Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from unaffiliated customers | 902,796 | 17,981,433 |
Identifiable assets | $ 3,278,687 | $ 3,123,143 |
Concentrations (Details Textual
Concentrations (Details Textual) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 82.00% | |
Customer One [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 81.00% | |
Customer One [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 50.00% | |
Customer Two [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 33.00% | |
Customer Two [Member] | Unbilled Revenues [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 16.00% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Mar. 10, 2017 | Mar. 07, 2017 | Mar. 06, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Aug. 15, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |||||||||||
Preferred Stock, Value, Issued | $ 2,143,196 | $ 0 | |||||||||||
Preferred Stock, Shares Outstanding | 249 | 0 | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 96,520 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,490,000 | ||||||||||||
Amended and Restated Agreement [Member] | 2016 13% Term Loan Agreement [Member] | Scenario, Forecast [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt Instrument, Periodic Payment | $ 750,000 | $ 750,000 | $ 750,000 | $ 500,000 | $ 500,000 | $ 1,500,000 | $ 1,500,000 | ||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,166,667 | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 1.87 | ||||||||||||
Shares Issued, Price Per Share | $ 1.50 | ||||||||||||
Discount To Public Offering Price Percentage | 13.00% | ||||||||||||
Preferred Stock Conversion Price | $ 1.305 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 2,333,334 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 350,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 109,133 | ||||||||||||
Class Of Warrant Or Right Term | 5 years | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,500,000 | ||||||||||||
Share Price | $ 1.3949 | ||||||||||||
Subsequent Event [Member] | Amended and Restated Agreement [Member] | 2016 13% Term Loan Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.25 | ||||||||||||
Discount To Public Offering Price Percentage | 13.00% | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,446,000 | ||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2018 | ||||||||||||
Subsequent Event [Member] | Convertible Preferred Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Preferred Stock, Value, Issued | $ 1,950,000 | ||||||||||||
Preferred Stock, Shares Outstanding | 195 | ||||||||||||
Shares Issued, Price Per Share | $ 1.50 | ||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 881,226 | ||||||||||||
Subsequent Event [Member] | Option Warrants [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 175,000 |