Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 18, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | PARETEUM Corp | ||
Entity Central Index Key | 0001084384 | ||
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 | Accelerated Filer | ||
Entity Public Float | $ 139 | ||
Trading Symbol | TEUM | ||
Entity Common Stock, Shares Outstanding | 109,399,780 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 6,051,709 | $ 13,537,899 |
Restricted cash | 430,655 | 199,776 |
Accounts receivable, net of an allowance for doubtful accounts of $1,021,179 at December 31, 2018 and $90,173 at December 31, 2017 | 15,361,594 | 2,058,284 |
Prepaid expenses and other current assets | 2,083,950 | 900,369 |
Total current assets | 23,927,908 | 16,696,328 |
NON-CURRENT ASSETS | ||
OTHER ASSETS | 45,336 | 91,267 |
NOTE RECEIVABLE | 1,082,436 | 594,520 |
PROPERTY AND EQUIPMENT, NET | 4,553,250 | 4,713,710 |
LONG TERM INVESTMENT | 0 | 3,230,208 |
INTANGIBLE ASSETS, NET | 39,658,325 | 0 |
GOODWILL | 91,773,911 | 0 |
TOTAL ASSETS | 161,041,166 | 25,326,033 |
CURRENT LIABILITIES | ||
Accounts payable and customer deposits | 10,337,629 | 1,978,726 |
Net billings in excess of revenues | 927,780 | 242,986 |
Accrued expenses and other payables | 7,952,380 | 5,250,130 |
Promissory Note | 681,220 | 0 |
9% Unsecured subordinate convertible promissory note (current portion net of debt discount and debt issuance) | 106,967 | 66,000 |
Total current liabilities | 20,005,976 | 7,537,842 |
LONG TERM LIABILITIES | ||
Derivative liabilities | 0 | 1,597,647 |
Other long term liabilities | 212,703 | 151,163 |
Unsecured convertible promissory note (net of debt discount and debt issuance) | 0 | 617,848 |
Deferred tax liabilities | 8,415,825 | 0 |
Related party loan | 341,998 | 0 |
Total long term liabilities | 8,970,526 | 2,366,658 |
Total liabilities | 28,976,502 | 9,904,500 |
Commitments and Contingencies (See Notes) | ||
STOCKHOLDERS' EQUITY | ||
Preferred Stock $0.00001 par value, 50,000,000 shares authorized, 0 issued and outstanding as of December 31, 2018 and 0 issued and outstanding as of December 31, 2017 | 0 | 0 |
Common Stock $0.00001 par value, 500,000,000 shares authorized, 97,852,911 issued and outstanding as of December 31, 2018 and 46,617,093 shares issued and outstanding as of December 31, 2017 | 450,990,828 | 321,271,437 |
Accumulated other comprehensive loss | (6,300,780) | (6,306,691) |
Accumulated deficit | (312,625,383) | (299,543,213) |
Pareteum Corporation stockholders' equity | 132,064,664 | 15,421,533 |
NON-CONTROLLING INTEREST | 0 | 0 |
Total stockholders' equity | 132,064,664 | 15,421,533 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 161,041,166 | $ 25,326,033 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Allowance for Doubtful Accounts Receivable, Current | $ 1,021,179 | $ 90,173 |
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 | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 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 | 97,852,911 | 46,617,093 |
Common Stock, Shares, Outstanding | 97,852,911 | 46,617,093 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
REVENUES | $ 32,435,736 | $ 13,547,507 | [1] |
COST AND OPERATING EXPENSES | |||
Cost of revenues (excluding depreciation and amortization) | 10,329,646 | 3,683,609 | |
Product development | 3,092,776 | 1,479,587 | |
Sales and marketing | 3,161,234 | 1,575,069 | |
General and administrative | 17,808,912 | 10,097,027 | |
Restructuring and acquisition costs | 7,258,831 | 966,292 | |
Depreciation and amortization | 5,427,029 | 4,533,109 | |
Total cost and operating expenses | 47,078,428 | 22,334,693 | |
LOSS FROM OPERATIONS | (14,642,692) | (8,787,186) | |
OTHER INCOME (EXPENSE) | |||
Interest income | 184,511 | 172,253 | |
Interest expense | (308,742) | (1,654,418) | |
Interest expense related to debt discount and conversion feature | (184,308) | (3,408,735) | |
Changes in derivative liabilities | 1,283,914 | 794,691 | |
Gain on extinguishment of debt | 0 | 163,835 | |
Other income and (expense), net | 577,538 | 705,140 | |
Amortization of deferred financing costs | (28,711) | (341,354) | |
Total other income (expense) | 1,524,202 | (3,568,588) | |
LOSS BEFORE (BENEFIT) PROVISION FOR INCOME TAXES | (13,118,490) | (12,355,774) | |
Income tax (benefit) provision | (143,840) | 107,205 | |
NET LOSS | (12,974,650) | (12,462,979) | |
OTHER COMPREHENSIVE LOSS | |||
Foreign currency translation income (loss) | 5,911 | (1,219,782) | |
COMPREHENSIVE LOSS | $ (12,968,739) | $ (13,682,761) | |
Net loss per common share and equivalents - basic | $ (0.20) | $ (0.76) | |
Net loss per common share and equivalents - diluted | $ (0.20) | $ (0.76) | |
Weighted average shares outstanding during the period - basic | 64,548,533 | 16,338,156 | |
Weighted average shares outstanding during the period - diluted | 64,548,533 | 16,338,156 | |
[1] | As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Other comprehensive loss [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2016 | $ (9,370,578) | $ 2,143,196 | $ 280,653,362 | $ (5,086,902) | $ (287,080,234) |
Beginning Balance (in shares) at Dec. 31, 2016 | 249 | 8,376,267 | |||
Preferred Stock (Issuance) | 3,691,110 | $ 3,691,110 | $ 0 | 0 | 0 |
Preferred Stock (Issuance) (in shares) | 4,034 | 0 | |||
Preferred Stock (Conversions) | 0 | $ (6,181,110) | $ 6,181,110 | 0 | 0 |
Preferred Stock (Conversions) (in shares) | (4,283) | 5,836,020 | |||
Shares issued for warrant exercises | 5,049,905 | $ 0 | $ 5,049,905 | 0 | 0 |
Shares issued for warrant exercises (in shares) | 0 | 4,865,743 | |||
Shares issued for Equity Fundraises | 21,202,239 | $ 0 | $ 21,202,239 | 0 | 0 |
Shares issued for Equity Fundraises (in shares) | 0 | 21,420,379 | |||
Shares issued/exchanges for Strategic Partnership | 3,230,208 | $ 0 | $ 3,230,208 | 0 | 0 |
Shares issued/exchanges for Strategic Partnership (in shares) | 0 | 3,200,332 | |||
Shares issued for board and management compensation | 49,146 | $ 0 | $ 49,146 | 0 | 0 |
Shares issued for board and management compensation (in shares) | 0 | 17,631 | |||
Shares issued for Settlement of Debt & Services | 784,054 | $ 0 | $ 784,054 | 0 | 0 |
Shares issued for Settlement of Debt & Services (in shares) | 0 | 804,193 | |||
Shares issued for Conversion of Notes | 630,366 | $ 0 | $ 630,366 | 0 | 0 |
Shares issued for Conversion of Notes (in shares) | 0 | 243,564 | |||
Warrants issued attributable to loan amendments | 2,530,605 | $ 0 | $ 2,530,605 | 0 | 0 |
Stock awards issued to Management | 1,470,540 | $ 0 | $ 1,470,540 | 0 | 0 |
Stock awards issued to Management (in shares) | 0 | 1,527,880 | |||
Stock awards issued to Staff | 102,134 | $ 0 | $ 102,134 | 0 | 0 |
Stock awards issued to Staff (in shares) | 0 | 68,393 | |||
Shares issued to consultants | 299,501 | $ 0 | $ 299,501 | 0 | 0 |
Shares issued to consultants (in shares) | 0 | 248,396 | |||
Shares to be issued | 463,716 | $ 0 | $ 463,716 | 0 | 0 |
Amortization of Stock Options expense | 1,318,020 | 0 | 1,318,020 | 0 | 0 |
Expenses attributable to share issuances (fundraise & warrant exercises & note conversions & preferred share conversions) | (2,920,878) | 346,804 | (3,267,682) | 0 | 0 |
Warrants issued attributable to share issuances | 162,689 | 0 | 162,689 | 0 | 0 |
Warrants issued/repriced as part of IR management services | 462,320 | 0 | 462,320 | 0 | 0 |
Movement on non-corporate equity accounts | (50,796) | 0 | (50,796) | 0 | 0 |
Other comprehensive loss due to foreign exchange rate translation net of tax | (1,219,782) | 0 | 0 | (1,219,782) | 0 |
Net Loss | (12,462,979) | 0 | 0 | 0 | (12,462,979) |
Net reverse stock split rounding and share cancellations | (7) | $ 0 | $ 0 | (7) | |
Net reverse stock split rounding and share cancellations (in shares) | 0 | 8,295 | |||
Ending Balance at Dec. 31, 2017 | $ 15,421,533 | $ 0 | $ 321,271,437 | (6,306,691) | (299,543,213) |
Ending Balance (in shares) at Dec. 31, 2017 | 0 | 46,617,093 | |||
Preferred Stock (Issuance) (in shares) | 2,453,400 | ||||
ASC 606 transition adjustment | $ (107,520) | (107,520) | |||
Shares issued for Acquisition | 109,304,601 | $ 109,304,601 | |||
Shares issued for Acquisition (in shares) | 34,311,115 | ||||
Shares issued for warrant exercises | 6,114,863 | $ 0 | $ 6,114,863 | 0 | 0 |
Shares issued for warrant exercises (in shares) | 0 | 11,111,780 | |||
Shares issued for Equity Fundraises | 6,100,002 | $ 0 | $ 6,100,002 | 0 | 0 |
Shares issued for Equity Fundraises (in shares) | 0 | 2,440,000 | |||
Shares issued for board and management compensation | 902,715 | $ 0 | $ 902,715 | 0 | 0 |
Shares issued for board and management compensation (in shares) | 0 | 389,416 | |||
Shares issued for Settlement of Debt & Services | 650,807 | $ 0 | $ 650,807 | 0 | 0 |
Shares issued for Settlement of Debt & Services (in shares) | 0 | 375,857 | |||
Shares issued for Conversion of Notes | 1,314,243 | $ 0 | $ 1,314,243 | 0 | 0 |
Shares issued for Conversion of Notes (in shares) | 0 | 410,205 | |||
Stock awards issued to Management | 4,265,819 | $ 0 | $ 4,265,819 | 0 | 0 |
Stock awards issued to Management (in shares) | 0 | 1,890,272 | |||
Shares issued to consultants | $ 374,306 | $ 0 | $ 374,306 | 0 | 0 |
Shares issued to consultants (in shares) | 387,130 | 0 | 234,553 | ||
Shares issued for Exercised Stock Options | $ 59,220 | $ 59,220 | |||
Shares issued for Exercised Stock Options (in shares) | 59,220 | ||||
Amortization of Stock Options expense | 1,677,483 | $ 0 | $ 1,677,483 | 0 | 0 |
Expenses attributable to share issuances (fundraise & warrant exercises & note conversions & preferred share conversions) | (700,817) | $ (700,817) | |||
Expenses attributable to share issuances (fundraise & warrant exercises & note conversions & preferred share conversions) (in shares) | 13,400 | ||||
Warrants issued/repriced as part of IR management services | 0 | 0 | $ 0 | 0 | 0 |
Movement on non-corporate equity accounts | (343,852) | 0 | (343,852) | 0 | 0 |
Other comprehensive loss due to foreign exchange rate translation net of tax | 5,911 | 0 | 0 | 5,911 | 0 |
Net Loss | (12,974,650) | 0 | 0 | 0 | (12,974,650) |
Ending Balance at Dec. 31, 2018 | $ 132,064,664 | $ 0 | $ 450,990,827 | $ (6,300,780) | $ (312,625,383) |
Ending Balance (in shares) at Dec. 31, 2018 | 0 | 97,852,911 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (12,974,650) | $ (12,462,979) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation and amortization | 5,427,029 | 4,533,109 |
Provision for doubtful accounts | 0 | 2,845 |
Stock based compensation | 6,582,286 | 4,289,033 |
Change in fair value of warrant liability | (1,283,914) | (794,691) |
Amortization of deferred financing costs | 28,711 | 341,354 |
Interest expense relating to debt discount and conversion feature | 184,308 | 3,408,735 |
Shares issued for services | 1,075,983 | 784,054 |
Deferred Tax | (225,218) | |
Changes in operating assets and liabilities: | ||
(Increase) in accounts receivable | (13,239,269) | (1,446,459) |
(Increase) Decrease in prepaid expenses, deposits and other assets | (1,169,435) | 640,478 |
Decrease (increase) in accounts payable and customer deposits | 5,110,007 | (349,039) |
Decrease (increase) in net billings in excess of revenues | 677,191 | (830,114) |
Decrease (increase) in accrued expenses and other payables | 2,145,232 | (732,486) |
Net cash (used in) operating activities | (7,661,739) | (2,616,160) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, equipment and software development | (4,124,894) | (721,823) |
Acquisition of Artilium plc, net of cash acquired | (7,331,584) | 0 |
Purchase of note | (500,000) | 0 |
Net cash (used in) investing activities | (11,956,478) | (721,823) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Increase in short term loans | 812,586 | 0 |
Exercise of warrants & options | 6,174,083 | 5,049,905 |
Equity and debt issuance costs paid | 0 | (227,584) |
Repayment on loans (Equitalia) | (81,194) | 0 |
Gross proceeds from public offering | 6,100,002 | 21,202,239 |
Financing related fees | (700,817) | 0 |
Reclassify accrued interest to principal (Saffelberg Advance) | 0 | (83,634) |
Principal repayment to senior secured lender | 0 | (10,081,836) |
Net cash provided by financing activities | 12,304,660 | 15,859,090 |
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 58,246 | (278,639) |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (7,255,311) | 12,242,468 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 13,737,675 | 1,495,207 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | 6,482,364 | 13,737,675 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash received (paid) during the period for interest, net | 202,262 | (1,365,137) |
Cash (paid) during the period for interest | (120,530) | 0 |
Cash (paid) during the period for income taxes | (34,314) | (2,359) |
NON-CASH INVESTING ACTIVITIES: | ||
Shares issued to Artilium and Artilium shareholders | 109,304,601 | 3,230,208 |
NON-CASH FINANCING ACTIVITIES: | ||
Conversion of notes, including converted accumulated interest | 1,314,243 | 630,366 |
Conversion of 9% unsecured convertible note | 678,372 | 0 |
Shares issued for payables | 650,807 | 784,054 |
Conversion of preferred shares | 0 | 6,181,110 |
Amendments and fair market value adjustments to warrants liabilities and convertible feature liability | $ 313,860 | $ 2,668,183 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | Note 1. Business and Summary of Significant Accounting Policies Description of Business Pareteum has developed a Communications Cloud Services Platform , providing (i) Mobility, (ii) Messaging and (iii) Security services and applications, with a Single-Sign-On, API and software development suite. Pareteum has developed a Communications Cloud Services Platform, providing (i) Mobility, (ii) Messaging and (iii) Security services and applications, with a Single-Sign-On, API and software development suite. 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. As of October 1, 2018, the Company now includes Artilium plc, which operates as a wholly-owned subsidiary of the Company. Artilium is a software development company active in the enterprise communications and core telecommunications markets delivering software solutions which layer over disparate fixed, mobile and IP networks to enable the deployment of converged communication services and applications. As of February 26, 2019, the Company now includes iPass Inc., which operates as a wholly-owned subsidiary of the Company. iPass is a cloud-based service provider of global mobile connectivity, offering Wi-Fi access on any mobile device through its SaaS platform. Liquidity Management has evaluated the Company’s Going Concern risk as the Company continues to operate on an annual basis at a loss for the past several years and has also been operating cash flow negative during those years. During 2018, Pareteum raised over $6.1 million primarily through the sale of common stock equivalents and an additional $6.2 million cash exercise or exchange of warrants. As reflected in the accompanying consolidated financial statements, the Company reported net loss of $12,974,650 and $12,462,979 for the years ended 2018 and 2017, respectively, and had an accumulated deficit of $312,625,383 as of December 31, 2018. The cash balance including restricted cash of the Company at December 31, 2018 was $6,482,364. As of December 31, 2018, and currently Pareteum has no Senior Secured Debt, having paid off the Senior Secured Loan balance of $7.64 million during Q4 2017. The repayment of the debt freed up over $100,000 of interest and fees that were paid each month to the senior secure lender in addition to the debt service. The Company did not enter any debt or line of credit arrangements in 2018. A credit facility of up to $50 million was secured on February 26, 2019 and $25 million of debt proceeds was received by the company of which $11 million was used to pay off the Fortress debt from the iPass acquisition, which closed on February 12, 2019. Professional fees related to this transaction were $1.7 million, leaving the Company with $12.3 million in cash from the initial $25 million is debt proceeds. Equity or Debt Financing On December 31, 2018, we had $6,482,364 in cash and restricted cash. Based on our current expectations with respect to our revenue and expenses, we expect that our current level of cash and cash equivalents should 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, we may be required to obtain additional equity or debt financing. Although we have previously been able to attract financing as needed, such financing may not continue to be available at all, or if available, on reasonable terms as required. Further, the terms of such financing may be dilutive to existing shareholders or otherwise on terms not favorable to us or existing shareholders. If we are unable to secure additional financing, as circumstances require, or do not succeed in meeting our sales objectives, we may be required to change or significantly reduce our operations or ultimately may not be able to continue our operations. Dawson James Public Offering On May 9, 2018, we entered into a securities purchase agreement with select accredited investors relating to a registered direct offering, issuance and sale of an aggregate of 2,440,000 shares of our common stock at a purchase price of $2.50 per share for gross proceeds before deducting estimated offering expenses of $6,100,002. The shares were issued pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission on September 9, 2016, as amended October 21, 2016 and November 10, 2016 and declared effective November 14, 2016. Dawson James Securities, Inc. (the “Placement Agent”) acted as placement agent on a best-efforts basis in connection with the offering, pursuant to a placement agency agreement that was entered into on May 9, 2018. We also agreed to pay the Placement Agent a commission, to reimburse the Placement Agent’s out-of-pocket expenses, to issue the Placement Agent, in a private transaction, a warrant to purchase 122,000 shares of common stock at an exercise price equal to 125% of the offering price per share, and to indemnify the Placement Agent against certain liabilities. Artilium Acquisition On October 1, 2018 we completed our previously announced Artilium Acquisition. In connection with the Artilium Acquisition, the Company issued an aggregate of 37,511,447 shares of the Company’s common stock to Artilium shareholders. At which time, the Company cancelled 3,200,332 shares of common stock that were held by Aritilium pre-acquisition, for a net of 34,311,115 newly-issued shares of the Company’s common stock. Following the Artilium Acquisition, Artilium operates as a wholly-owned subsidiary of the Company, and Artilium’s direct subsidiaries operate as indirect subsidiaries of the Company, wholly-owned by Artilium. Artilium is a software development company active in the enterprise communications and core telecommunications markets delivering software solutions which layer over disparate fixed, mobile and IP networks to enable the deployment of converged communications services and applications. iPass Acquisition On November 12, 2018, we entered into the iPass Merger Agreement by and among iPass, and TBR. Pursuant to the iPass Merger Agreement, TBR commenced the iPass Offer for all of the outstanding shares of iPass’ common stock, par value $0.0001 per share, for 1.17 shares of the Company’s common stock, together with cash in lieu of any fractional shares, without interest and less any applicable withholding taxes. The iPass offer and withdrawal rights expired at 5:00 p.m. New York City time on February 12, 2019, and promptly following such time TBR accepted for payment and promptly paid for all validly tendered iPass shares in accordance with the terms of the iPass Offer. In aggregate, the Company issued 9,867,041 shares of common stock to the iPass shareholders in March 2019. iPass is a leading provider of global mobile connectivity, offering simple, secure, always-on Wi-Fi access on any mobile device. Built on a software-as-a-service (“SaaS”) platform, the iPass cloud-based service keeps its customers connected by providing unlimited Wi-Fi connectivity on unlimited devices. iPass is the world’s largest Wi-Fi network, with more than 68 million hotspots globally, at airports, hotels, train stations, convention centers, outdoor venues, inflight on more than 20 leading airlines, and more. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Pareteum 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 Pareteum North America Corp. with its wholly owned subsidiary, Pareteum UK Ltd.; • its wholly owned subsidiary Pareteum Asia PTE. Ltd.; • its wholly owned subsidiary TBR Inc. (special purpose vehicle for iPass acquisition); • its wholly-owned subsidiary Pareteum Europe B.V. (fka Elephant Talk Europe Holding B.V.) and its wholly owned subsidiaries, Elephant Talk Mobile Services B.V., Elephant Talk PRS Netherlands BV, Elephant Talk Deutschland GmbH (dormant), Elephant Talk Middle East & Africa (Holding) W.L.L., Elephant Talk Luxembourg SA (dormant), Guangzhou Elephant Talk Information Technology Limited (dormant), Elephant Talk Communications Italy S.R.L. (dormant), Elephant Talk Business Services W.L.L., Elephant Talk Middle East & Africa (Holding) Jordan L.L.C. (dormant).; • its wholly owned Elephant Talk Communications Holding AG and its wholly owned subsidiaries Pareteum Spain SLU and ETC Carrier Services GmbH.; • Pareteum Europe B.V. majority-owned subsidiaries Elephant Talk Bahrain W.L.L. (99%), ET de Mexico S.A.P.I. de C.V. (99.998%), ET-UTS NV; (51%) and LLC Pareteum (Russia) (50%) Elephant Talk; • Elephant Talk Telecomunicação do Brasil LTDA, is owned 90% 10% by Elephant Talk Communication Holding AG; • its wholly-owned subsidiary Elephant Talk Limited (“ETL”) and its wholly owned ET Guangdong Ltd. and its majority owned (50.54%) subsidiary Elephant Talk Middle East & Africa FZ-LLC.; • Asesores Profesionales ETAK S. de RL. de C.V. is owned 99% by Pareteum Europe B.V.; and • its wholly owned subsidiary Artilium Group Ltd. and its wholly owned subsidiaries, Artilium NV, Speak UP BVBA, Ello Mobile BVBA, Artilium UK Ltd., Comsys Telecom & Media BV, Portalis BV, Comsys Connect GmbH, United Telecom N.V., Talking Sense BVBA, Wbase Comm. V, Artilium Trustee Company Limited, Comsys Connect BV, Livecom International BV, Comsys Connect AG and United Telecom BV. Foreign Currency Translation The functional currency is Euros for the Company’s wholly-owned subsidiary Pareteum Europe 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 stockholders’ equity as other comprehensive income (loss). Foreign currency transaction gains and losses are included in the consolidated statements of comprehensive loss, under the line item ‘other income and (expense), net’. 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 and intangible assets acquired in our acquisition of Artilium. 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 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. As of December 31, 2018, the Company had no cash equivalents. Restricted Cash Restricted cash as of December 31, 2018 and 2017 was $430,655 and $199,776 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 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 At the inception of a lease covering equipment or real estate, the lease agreement is evaluated under the criteria of ASC 840, Leases. Leases meeting one of the four key criteria are accounted for as capital leases and all others are treated as operating leases. Under a capital lease, the discounted value of future lease payments becomes the basis for recognizing an asset and a borrowing, and lease payments are allocated between debt reduction and interest. For operating leases, payments are recorded as rent expense. Criteria for a capital lease include (i) transfer of ownership during the lease term; (ii) existence of a bargain purchase option under terms that make it likely to be exercised; (iii) a lease term equal to 75 percent or more of the economic life of the leased equipment; and (iv) minimum lease payments that equal or exceed 90 percent of the fair value of the property. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that type of asset. The assets are amortized as per our accounting policy for property & equipment, and intangibles, as applicable. 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. 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 “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 606. 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. Adoption of ASC Topic 606 , "Revenue from Contracts with Customers" On January 1 , 2018 , we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1 , 2018 . Results for reporting periods beginning after January 1 , 2018 are presented under Topic 606 , while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605 . We recorded a net increase to opening retained earnings of $ 107,520 as of January 1 , 2018 due to the cumulative impact of adopting Topic 606 , with the impact primarily related to our installation revenues that were previously deferred for which the performance obligation was determined to be complete as of the date of adoption. The impact to revenues to be recognized for the nine months ended September 30, 2018 was a decrease of $ 107,520 as a result of applying Topic 606 , relating to the aforementioned installation revenues and an increase to the accumulated deficit. Revenue Recognition Our revenues represent amounts earned for our mobile and security solutions. Our solutions take many forms but our revenue generally consists of fixed and/or variable charges for services delivered monthly under a combined services and SaaS model. We also offer discrete (one-time) services for implementation and for development of specific functionality to properly service our customers. The following table presents our revenues disaggregated by revenue source: Years Ended December 31, 2018 2017 (1) Monthly Service $ 28,467,985 $ 12,540,377 Installation and Software Development 3,967,751 1,007,130 Total revenues $ 32,435,736 $ 13,547,507 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. Monthly services revenues are recognized at a point in time and amounted to $ 28,467,985 and $ 12,540,377 for the years ended December 31, 2018 and 2017 , respectively. Installation and software development revenues are recognized over time and amounted to $ 3,967,751 and $ 1,007,130 for years ended December 31, 2018 and 2017 , respectively. The following table presents our revenues disaggregated by geography, based on the billing addresses of our customers Years Ended December 31, 2018 2017 (1) Europe $ 24,600,456 $ 12,428,942 Other geographic areas 7,835,280 1,118,565 Total revenues $ 32,435,736 $ 13,547,507 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. Monthly Service Revenues The Company’s performance obligations in a monthly Software as a Service (SaaS) and service offerings are simultaneously received and consumed by the customer and therefore, are recognized over time. For recognition purposes, we do not unbundle such services into separate performance obligations. The Company typically bills its customer at the end of each month, with payment to be received shortly thereafter. The fees charged may include a combination of fixed and variable charges with the variable charges tied to the number of subscribers or some other measure of volume. Although the consideration may be variable, the volumes are estimable at the time of billing, with “true-up” adjustments occurring in the subsequent month. Such amounts have not been historically significant. Installation and Software Development Revenues The Company’s other revenues consist generally of installation and development projects. Installation represents the activities necessary for a customer to obtain access and connectivity to the Company’s monthly SaaS and service offerings. While installation may require separate phases, it represents one promise within the context of the contract. Development consists of programming and other services to add new, additional or customized functionality to a customer’s existing service offerings. Each development activity is typically its own performance obligation. Revenue is recognized over time if the installation and development activities create an asset that has no alternative use for which the Company is entitled to receive payment for performance completed to date. If not, then revenue is not recognized until the applicable performance obligation is satisfied. Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers. Net Billings in Excess of Revenues The Company records net billings in excess of revenues when payments are made in advance of our performance, including amounts which are refundable. Net billings in excess of revenues was $927,780 as of December 31, 2018, an increase of $684,794, as compared to $242,986 for December 31, 2017. Payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, payment is required before the products or services are delivered to the customer. Contract Assets Given the nature of the Company’s services and contracts, it has no contract assets. Cost of Revenues and Operating Expenses Cost of Revenues Cost of revenues 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 revenues excludes depreciation and amortization. Reporting Segments 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 The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, notes receivable, promissory notes (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 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 includes 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 the following asset groups that are valued at fair value categorized within Level 3: Goodwill and intangibles (non-recurring measurements) for the impairment test. Below are discussions of the main assumptions used for the recurring measurements. The Company used the Monte Carlo valuation model to determine the value of the outstanding warrants and conversion feature from the “Offering”. Since the Monte Carlo valuation model requires special software and expertise to model the assumption to be used, the Company hired a third party valuation expert. Because tradenames, customer relationships and the technology acquired as part of the acquisition of Artilium required expertise to model the assumptions to be used, the Company hired a third party valuation expert. Recurring Measurement - Warrant Derivative Liabilities and Conversion Feature Derivative (see also Note 11 and 16) 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 estimated life of the outstanding principal liability at the moment of re-measurement. 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. Liquidity Event We estimate the expected liquidity event considering 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 th |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2018 | |
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 $1,021,179 and $90,173 as of December 31, 2018 and 2017, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
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 amounted to $2,083,950 as of December 31, 2018, compared with $900,369 as of December 31, 2017. Prepaid expenses and other current assets consisted primarily of prepaid insurance, other prepaid operating expenses, prepaid taxes and prepaid Value Added Tax (“VAT”). As of December 31, 2018, $424,167 of the prepaid expenses was related to VAT. On December 31, 2017, prepaid VAT represented $324,092. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Assets Disclosure [Text Block] | Note 4. Other Assets Other assets at December 31, 2018 and December 31, 2017 are long-term in nature and consist of long-term deposits to various telecom carriers and loans amounting to $45,336 and $91,267, respectively. The deposits are refundable at the termination of the business relationship with the carriers. The primary decrease in other assets was related to the closing of certain entities that were dissolved or are in the process of being dissolved. |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 5. Note Receivable The third quarter 2016 sale of ValidSoft for the price of $3,000,000 was completed and the Company received $2,000,000 in cash and a $1,000,000 promissory note. The Principal amount of $1,000,000 together with all interest must be paid by on or before September 30, 2018 bearing interest of 5% per annum. During 2017 we accrued $21,639 for interest, credited $375,594 for Company liabilities assumed by ValidSoft and credited $51,525 as a partial repayment on the principal which results in a remaining outstanding principal amount of $594,520. On $4,780 for interest which results in a remaining outstanding principal amount of $576,769. On November 26, 2018, the Company executed a senior secured promissory note from Yonder Media Mobile (an unrelated entity), with interest accruing at a simple rate of 6% per annum with a maturity date of May 26, 2020. The principal amount is $500,000 and accumulated interest for 2018 was $5,667 which results in a remaining outstanding amount of $505,667. The total notes receivable held by the Company as of December 31, 2018 and 2017 was $1,082,436 and $594,520, respectively, and is included in the accompanying consolidated balance sheet. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 6. Property and Equipment Property and equipment at December 31, 2018 and December 31, 2017 consisted of: Average Estimated Useful December December Lives 31, 2018 31, 2017 Furniture and fixtures 5 $ 139,857 $ 139,857 Computer, communication and network equipment 3 - 10 17,520,435 17,020,421 Software 5 4,716,816 2,899,794 Automobiles 5 10,744 10,744 Software development 1 1,656,739 398,654 Total property and equipment 24,044,591 20,469,470 Less: accumulated depreciation and amortization (19,491,341 ) (15,755,760 ) Total property and equipment, net $ 4,553,250 $ 4,713,710 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. The total amount of product development costs (internal use software costs) that are capitalized in Property and Equipment during the years ended December 31, 2018 and 2017 was $1,258,085 and $696,401, respectively. During the years ended December 31, 2018 and December 31, 2017, the Company amortized $900,723 and $896,039 of software development, respectively. |
Long Term Investments
Long Term Investments | 12 Months Ended |
Dec. 31, 2018 | |
Investments [Abstract] | |
Long Term Investments [Text Block] | Note 7. Long Term Investments As of December 31, 2018 the Company no longer holds any long term investments. The long term investment held by the Company as of the year ended December 31, 2017 of $ 3,230,208 . |
Net Billings in Excess of Reven
Net Billings in Excess of Revenues | 12 Months Ended |
Dec. 31, 2018 | |
Billings in Excess of Cost [Abstract] | |
Net Billings in Excess of Revenues [Text Block] | Note 8. 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, 2018, the balance of net billings in excess of revenues was $927,780. For the corresponding period in 2017, the net billings in excess of revenues balance was $242,986. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities Current Disclosure [Text Block] | Note 9. Accrued Expenses As of December 31, 2018 and December 31, 2017, the accrued expenses were comprised of the following: December 31, December 31, Accrued expenses and other payables 2018 2017 Accrued selling, general and administrative expenses $ 2,396,941 $ 3,463,800 Accrued restructuring & acquisition related costs 1,885,194 - Accrued cost of service 1,070,099 413,942 Accrued taxes (including VAT) 2,283,999 877,366 Accrued interest payable 67,613 96,801 Other accrued expenses 248,534 398,221 $ 7,952,380 $ 5,250,130 Accrued taxes include income taxes payable as of December 31, 2018 amounting to $93,883. See Note 21 of the Financial Statements for more information. 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. |
Promissory Note and Unsecured C
Promissory Note and Unsecured Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2018 | |
Unsecured Convertible Promissory Notes [Member] | |
Debt Disclosure [Text Block] | Note 10. Promissory Notes and Unsecured Convertible Promissory Notes Promissory Note The Promissory Notes of $681,220 are 4 bank notes secured through by Artilium with varying maturity dates ranging between 6 and 18 months with an average interest rate of 2 9% Unsecured Convertible Promissory Note The Unsecured Convertible Promissory Notes is split into a long term part and a short term part, for this year ending only the short term part exists. Breakdown of the Unsecured Convertible Promissory Notes (net of debt discounts) Outstanding December 31, 2018 Long Term to Short Term re- allocation Regular Amortizations (during 2018) Conversions (during 2018) including accelerated amortization Outstanding December 31, 2017 9% Unsecured Convertible Note (Private Offering Q4-2015 – Q1-2016) $ - $ 40,967 $ (59,340 ) $ 56,348 $ (37,975 ) 9% Unsecured Convertible Note (Saffelberg) - - (42,151 ) 622,024 (579,873 ) Total Long Term - 40,967 (101,491 ) 678,372 (617,848 ) 9% Unsecured Convertible Note (Private Offering Q4-2015 – Q1-2016) (106,967 ) (40,967 ) - - (66,000 ) Total Short Term (106,967 ) (40,967 ) - - (66,000 ) Total Unsecured Convertible Promissory Notes $ (106,967 ) $ - $ (101,491 ) $ 678,372 $ (683,848 ) On December 18, 2015, the Company consummated a closing and on March 14, 2016, the Company consummated the last of twelve closings of its private placement offering of units (“Units”) to “accredited investors” (as defined in Rule 501(a) of the Securities Act as part of a “best efforts” private placement offering of up to $4,200,000 consisting of up to 140 Units, each Unit consisting of: (i) one 9% unsecured subordinated Note in the principal amount of $30,000, which is convertible into the Note Shares of common stock of the Company at the option of the holder at a conversion price of $7.50 per share, subject to certain exceptions; and (ii) a five-year Warrant to purchase one hundred thousand ( 4,000 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 principal amount of Notes and delivered Warrants to purchase an aggregate of 473,067 shares of common stock. 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 and 10% bonus warrants in return. The Company filed a Registration Statement on Form S-3 registering the Note Shares and Warrant Shares which became effective November 14, 2016. In connection with the 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%) of the aggregate gross proceeds raised by the Placement Agent in the offering, (ii) a non-accountable expense allowance of up to one percent (1%) of the aggregate gross proceeds raised by the Placement Agent in the offering, and (iii) at the final closing one five-year warrant to purchase such number of shares equal to 7% of the shares underlying the Notes sold in this offering at an exercise price of $7.50 and one five-year warrant to purchase such number of shares equal to 7% of the shares underlying the Warrants sold in this offering at an exercise price of $11.25. The total number of warrants earned by the Placement Agent were 33,115 warrants with an exercise price of $11.25 and 33,115 warrants with an exercise price of $7.50. The aggregate number of Units sold during the offering period in 2016 resulted in gross proceeds of $3,458,000 and a net proceed of $3,039,932. The Company used the net proceeds from the offering primarily for working capital. 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 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 and $467,568 of financing costs incurred in connection with the offering. The debt discount and debt issuance costs are being amortized over the term of the Notes using the effective interest method. Breakdown of the 9% Unsecured Subordinated Convertible Promissory Note (Maturing December 2018 through March 21, 2019) December 31, 2018 Regular Amortizations (during 2018) Conversions (during 2018) including accelerated amortization Outstanding December 31, 2017 Convertible Note Principal Amount Principal Amount $ (105,000 ) $ - $ 60,000 $ (165,000 ) 10% Early Repayment (10,500 ) - 6,000 (16,500 ) Debt Discounts & Financing Costs Investor Warrants 1,719 (26,104 ) (5,149 ) 32,972 Conversion Feature value 1,237 (6,912 ) (1,412 ) 9,561 7% Agent Warrants 534 (3,027 ) (609 ) 4,170 Financing Costs 5,043 (23,297 ) (2,482 ) 30,822 $ (106,967 ) $ (59,340 ) $ 56,348 $ (103,975 ) Breakdown of the 9% Saffelberg Note (Unsecured Convertible) (Maturing August 18, 2019) December 31, 2018 Regular Amortizations (during 2018) Conversions (during 2018) including accelerated amortization Outstanding December 31, 2017 Convertible Note Principal Amount Principal Amount (Long Term) $ - $ - $ 723,900 $ (723,900 ) Debt Discounts & Financing Costs Investor Warrants - (30,155 ) (73,900 ) 104,055 Conversion Feature value - (11,996 ) (27,977 ) 39,973 $ - $ (42,151 ) $ 622,023 $ (579,872 ) On June 29, 2018, the Company entered into an agreement with Saffelberg agreeing to (i) pay the balance and interest of the September 7, 2017 repayment agreement, (ii) convert at $2.37 per share on July 11, 2018 the August 18, 2016 $723,900 convertible note and accrued interest into 387,913 common shares, (iii) adjust the strike price of the 96,250 Breakdown of the conversion rights for outstanding convertible notes: Number of underlying shares for Outstanding Agreement Exercises / Outstanding 9% Convertible Note - Investors 39,500 763 (22,292 ) 61,029 9% Convertible Note - Other Investor - (472,030 ) (387,913 ) 859,943 Outstanding Conversion Features 39,500 (471,267 ) (410,205 ) 920,972 |
Warrant and Conversion Feature
Warrant and Conversion Feature Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Warrant And Conversion Feature Liabilities [Abstract] | |
Warrant And Conversion Feature Liabilities [Text Block] | Note 11. Warrant and Conversion Feature Liabilities In the past the Company used equity instruments to improve the yield of the Notes (Investors). During 2018 all of the outstanding derivative liabilities have either been renegotiated or extinguished by other reasons. Currently, the Company has identified the following movements during 2018 for the number of rights owned by the holders for the following groups. Number of underlying Agreement Exercises / shares for Liability Warrants & Conversion Outstanding December 31, Amendments / Conversions / Outstanding December 31, Features 2018 Interest effects Expirations 2017 9% Convertible Note - Other Investor - (472,030 ) (387,913 ) 859,943 Outstanding Liability Conversion Features - (472,030 ) (387,913 ) 859,943 Other 9% Convertible Note Warrants - (96,520 ) - 96,520 Outstanding Liability Warrants - (96,520 ) - 96,520 Total - (568,550 ) (387,913 ) 956,463 The Company has identified the following fair market value for such derivative liabilities of outstanding rights owned by the holders for the following groups. FMV as Agreement Mark to FMV as Fair Market Value of Amendments/ market Of Liability Warrants & December Conversions/ adjustment December Conversion Features 31, 2018 FX effect Ytd-2018 31, 2017 9% Convertible Note - Other Investor $ - $ (1,706,484 ) $ 279,581 $ 1,426,903 FMV Conversion Feature Liability - (1,706,484 ) 279,581 1,426,903 Other 9% Convertible Note Warrants - (204,896 ) 34,152 170,744 FMV Warrant Liabilities - (204,896 ) 34,152 170,744 Total $ - $ (1,911,380 ) $ 313,733 $ 1,597,647 On June 29, 2018, the Company amended the Saffelberg Investments N.V. (“Saffelberg”) convertible note dated August 18, 2016 with principal of $723,900 and amended the August 18, 2016 Warrant. These amendments removed the elements that generated the derivative liabilities and related expense from the convertible note and warrant. |
Obligations under Capital Lease
Obligations under Capital Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases, Capital [Abstract] | |
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | Note 12. Obligations under Capital Leases The Company had a financing arrangement with one of its vendors to acquire equipment and licenses. This trade arrangement matured in January 2017. |
Other long-term payable
Other long-term payable | 12 Months Ended |
Dec. 31, 2018 | |
Other Long-term Debt [Abstract] | |
Other Longterm Debt Current And Noncurrent Disclosure [Text Block] | Note 13. Other long-term payable As of December 31, 2018, the other long-term liabilities amounted to $212,703 compared to $151,163 as of December |
Related Party Loan
Related Party Loan | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Loan [Text Block] | Note 14. Related Party Loan As of December 31, 2018, there remains a still outstanding loan to Comsys, a fully owned subsidiary of Artilium BV, from Comsystems (a company owned by Gerard Dorenbos). Prior to the acquisition by Pareteum, Gerard Dorenbos was a shareholder of Artilium PLC, with approximately 15% of the total shares of Artilium PLC, and a board member of Artilium PLC. The loan was amended on March 24, 2016 and has a maturity date of December 31, 2021. The total amount outstanding balance as of December 31, 2018 was $341,998 which carries an 8% interest rate and is reflected as a related party loan in the accompanying consolidated balance sheet. All principal and interest are due on the maturity date. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 15. Fair Value Measurements In case the Company needs to account for derivative liabilities, the Company uses the Monte Carlo valuation model and the Black-Scholes model to determine the value of the outstanding warrants and conversion feature, in these situations, the Company hires a third party valuation expert to prepare such calculations. The following table summarizes fair value measurements by level at December 31, 2017 for financial assets and liabilities measured at fair value on a recurring basis: December 31, 2017 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 1,426,903 $ 1,426,903 Warrant Liabilities - - 170,744 170,744 Total Derivatives Liabilities $ - $ - $ 1,597,647 $ 1,597,647 The Company has classified the historical 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, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 16. Stockholders’ Equity (A) Common Stock The Company is presently authorized to issue 500,000,000 shares of common stock. The Company had 97,852,911 shares of common stock issued and outstanding as of December 31, 2018, an increase of 51,235,818 shares from December 31, 2017, the increase has mainly been caused by the issuance of shares relating to the acquisition of Artilium (34,311,115), warrant exercises (11,111,780), equity fund raises (2,453,400), (B) Preferred Stock The Company’s Certificate of Incorporation authorizes the issuance of 50,000,000 shares of Preferred Stock, $0.00001 par value per share. No shares of preferred stock are outstanding as of December 31, 2018 and 2017. Under the Company’s Certificate of Incorporation, the Board of Directors has the power, without further action by the holders of the common stock, subject to the rules of the Exchange, to designate the relative rights and preferences of the preferred stock, and issue preferred stock in such one or more series as designated by the Board of Directors. The designation of rights and preferences could include preferences as to liquidation, redemption and conversion rights, voting rights, dividends or other preferences, any of which may be dilutive of the interest of the holders of the common stock or the preferred stock of any other series. The issuance of preferred stock may have the effect of delaying or preventing a change in control of the Company without further stockholder action and may adversely affect the rights and powers, including voting rights, of the holders of common stock. In certain circumstances, the issuance of preferred stock could depress the market price of the common stock. (C) Warrants Throughout the years, the Company has issued warrants with varying terms and conditions related to multiple financing rounds, acquisitions and other transactions. Often these warrants could be classified as equity instead of a derivative. As of December 31, 2018, -0- warrants have been classified as derivative warrants with a total fair market value of $0 compared to 96,520 warrants outstanding as per December 31, $170,744. The table below summarizes the warrants outstanding as of December 31, 2018 and as of December 31, 2017: Warrants: Number of Warrants Outstanding as of January 1, 2017 2,204,586 Issued 25,696,801 Exercised (7,362,786 ) Expirations (2,402,769 ) Outstanding as of December 31, 2017 18,135,832 Issued 196,750 Exercised (14,463,097 ) Expirations (80,003 ) Outstanding as of December 31, 2018 3,789,482 Outstanding Warrants Exercise/ Conversion price(s) (range) Expiring December 31, 2018 December 31, 2017 Equity Warrants – Fundraising $1.05 - $5.375 2019 - 2023 3,789,482 18,039,312 Liability Warrants – Fundraising $ 0.8418 2019 - 96,520 3,789,482 18,135,832 Warrants - Issued On May 9, 2018, Pareteum Corporation, entered into a securities purchase agreement (the “Purchase Agreement”) with select accredited investors relating to a registered direct offering, issuance and sale (the “Offering”) of an aggregate of 2,440,000 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), at a purchase price of $2.50 per s Dawson James Securities, Inc. (the “Placement Agent”) acted as placement agent on a best-efforts basis in connection with the Offering, pursuant to a placement agency agreement (the “Placement Agreement”) that was entered into on May 9, 2018. We agreed to issue the Placement Agent, in a private transaction, a warrant to purchase 196,750 shares of Common Stock at an exercise price ($3.125) equal to 125% of the offering price per share. On October 10, 2017, Pareteum Corporation closed on a public offering of common stock for gross proceeds of $1,569,750. The offering was a shelf takedown off of our registration statement on Form S-3 and was conducted pursuant to a placement agency agreement (the “Agreement”) entered into between us and Dawson James Securities, Inc., the placement agent on a best-efforts basis with respect to the offering (the “Placement Agent”), that was entered into on October 5, 2017. The Company sold 1,495,000 shares of common stock in the offering at a purchase price of $1.05 per share. Dawson James Securities, Inc. (the “Placement Agent”) received as compensation for services rendered issued a warrant to purchase 74,750 shares of Common Stock at the one five-year warrant to purchase such number of Shares equal to 5.0% of the Shares sold in this Offering at an exercise price of $1.3125 (125% of the price per Share). Warrants - Exercised During 2018 several warrant holders decided to exercise, some of the exercises have been made “cashless” as per the conditions stipulated in the agreement in certain situations. In total 14,463,097 warrants were exercised, 8,826,567 5,636,530 $1.0847 $6,114,083 during 2018. Warrants – Expirations During 2018 80,003 warrants |
Non-controlling Interest
Non-controlling Interest | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | Note 17. Non-controlling Interest As of December 31, 2018 and 2017, the Company had 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, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 18. 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. The diluted share base for fiscal 2018 and 2017 excludes incremental shares related to convertible debt, warrants to purchase Common Stock, stock-based compensation shares waiting to be issued and employee awards and or stock options as follows: Dilutive Securities 2018 2017 Convertible Notes 39,500 920,972 Warrants 3,789,482 18,135,832 Shares “Pending to be issued” 484,185 620,056 Time Conditioned Share Awards 1,480,557 1,518,055 Employee Stock Options 3,663,812 3,028,184 9,457,536 24,223,099 Dilutive securities 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. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Note 19. Employee Benefit 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 shares of Common Stock, in the form of incentive and non-qualified stock options, stock appreciation rights, performance units, restricted stock awards and performance bonuses. The amount of Common Stock underlying the awards to be granted remained the same after the 1-for-25 reverse stock-split that was effectuated on June 11, 2008. On September 14, 2011 , the stockholders approved an increase in the shares available under the 2008 Plan from 200,000 to 920,000 shares of Common Stock. On December 17, 2013, the Company’s stockholders approved the amendment and restatement of the 2008 Plan, which increased the number of authorized shares by 920,000 On September 12, 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 2018, 42,400 shares were issued under the 2008 Plan, all of them being non-cash compensation and or bonus granted to staff, management and board members for services during 2018, no shares were issued under the plan as a result of employee option exercises. During 2018, the board decided to revoke the outstanding options of 786,697, the staff involved was compensated with awards from the 2018 175 The current 2008 Plan is considered dormant and in principle only exists of historically granted options which are mostly far out of the money as per December 31, 2018 and will have little chance in being exercised, the outstanding number of options is 203,266 at an average exercise price of $10.74 ranging between $3.705 and $62.50. Reconciliation of registered and available shares and/or options as of December 31, 2018: Full Year 2018 Total Registered 2008 - 200,000 Registered 2011 - 720,000 Approved increase 2013 - 920,000 Approved increase 2014 - 400,000 Total Approved under this plan 2,240,000 Shares (issued to): Consultants - 326,140 Directors, Officers and staff 42,400 693,400 Options exercised - 95,284 Options (movements): Revoked/Expired and Outstanding (925,118 ) (203,266 ) Available for grant at December 31, 2018: 921,910 Common Stock options related to the 2008 Long-Term Incentive Compensation Plan consisted of the following as of the years ended December 31, 2018 and 2017: Options: Number of Options Weighted Average Exercise Price Initial Fair Market Value (Outstanding Options) Outstanding as of December 31, 2016 1,040,211 13.35 8,836,640 Granted in 2017 213,700 2.10 293,720 Forfeitures (Pre-vesting) 15,024 3.72 (55,232 ) Expirations (Post-vesting) (140,551 ) 27.65 (2,220,933 ) Outstanding as of December 31, 2017 1,128,384 9.40 6,854,195 Revoked (cancelled) in 2018 (786,697 ) 6.33 (3,494,552 ) Forfeitures (Pre-vesting) (175 ) 3.07 (353 ) Expirations (Post-vesting) (138,246 ) 25.60 (1,996,852 ) Outstanding as of December 31, 2018 203,266 $ 10.74 $ 1,362,438 At December 31, 2018, the unrecognized expense portion of share-based awards granted to employees under the 2008 Plan was $0. 2017 Long-Term Incentive Compensation Plan On April 13, 2018, the Company filed an S-8 to register the remaining 3,000,000 shares of common stock of the 2017 Long Term Incentive Compensation Plan which was previously ratified by our stockholders on September 12, 2017 at our annual meeting. This incentive plan provides for awards of up to 6,500,000 shares of common stock, in the form of options, restricted stock awards, stock appreciation rights (“SAR’s”), performance units and performance bonuses to eligible employees and the grant of nonqualified stock options, restricted stock awards, SAR’s and performance units to consultants and eligible directors. During 2018, 1,141,172 shares of common stock were issued to directors, officers and staff, 387,130 shares of common stock were issued to consultants for services provided and 59,220 were issued to staff for exercising options, furthermore 494,452 shares of common stock are currently reserved for time conditioned share awards for management (227,784) and board members (266,668) and 3,460,546 options were granted and are reserved for management, board members and staff. Reconciliation of registered and available shares and/or options as of December 31, 2018: Total Approved by the Shareholders 6,500,000 Registered 2017 (S-8 dated June 14, 2017) 3,500,000 Registered 2018 (S-8 dated April 13, 2018) 3,000,000 Movement Shares (issued to): 2018 Consultants 387,130 507,281 Directors, Officers and staff 1,141,172 2,573,116 Options exercised 59,220 59,220 Total Shares issued in 2018: 3,139,617 Available for issuance at December 31, 2018 (under the S-8 registration statements) 3,360,383 Outstanding rights (movements): Options 1,560,746 3,460,546 Time Conditioned Share Awards (1,023,604 ) 494,452 Available for grant at December 31, 2018: (approved by shareholders) (594,615 ) Common Stock options related to the 2017 Long-Term Incentive Compensation Plan consisted of the following as of the years ended December 31, 2018: Options: Number of Options Weighted Average Exercise Price Initial Fair Market Value (Outstanding Options) Outstanding as of December 31, 2016 - $ - $ - Granted in 2017 1,971,800 1.00 1,092,507 Forfeitures (Pre-vesting) (72,000 ) 1.00 (39,681 ) Outstanding as of December 31, 2017 1,899,800 1.00 1,052,826 Granted in 2018 1,999,685 2.51 3,356,202 Exercised (with delivery of shares) (59,220 ) 1.00 (59,220 ) Forfeitures (Pre-vesting) (374,663 ) 1.59 (792,724 ) Expirations (Post-vesting) (5,056 ) 1.00 (5,056 ) Outstanding as of December 31, 2018 3,460,546 $ 1.81 $ 3,552,028 The options awarded in 2018 had a weighted average exercise price of $2.51. The initial fair market value at grant date of these options had an aggregate value of $3,356,202. Following is a summary of the status and assumptions used of options outstanding as of the years ended December 31, 2018, and 2017: Twelve months period ending December 31, 2018 December 31, 2017 Option Grants During the year 1,999,685 1,971,800 Weighted Average Annual Volatility 130 % 93 % Weighted Average Cumulative Volatility 216 % 156 % Weighted Average Contractual Life of grants (Years) 4.07 3.99 Weighted Average Expected Life of grants (Years) 2.79 2.84 Weighted Average Risk Free Interest Rate 2.6928 % 1.4906 % Dividend yield 0.0000 % 0.0000 % Weighted Average Fair Value at Grant-date $ 1.678 $ 0.553 Options Outstanding Total Options Outstanding 3,460,546 1,899,800 Weighted Average Remaining Contractual Life (Years) 2.98 3.51 Weighted Average Remaining Expected Life (Years) 1.84 2.35 Weighted Average Exercise Price $ 1.81 $ 1.00 Aggregate Intrinsic Value (all options) $ (401,021 ) $ 2,032,786 Aggregate Intrinsic Value (only in-the-money options) $ 1,723,086 $ 2,032,786 Options Exercisable Total Options Exercisable 841,053 - Weighted Average Exercise Price $ 1.00 $ - Weighted Average Remaining Contractual Life (Years) 2.24 - Aggregate Intrinsic Value (all options) $ 580,327 $ - Aggregate Intrinsic Value (only in-the-money options) $ 580,327 $ - Unvested Options Total Unvested Options 2,619,493 1,899,800 Weighted Average Exercise Price $ 2.06 $ 1.00 Forfeiture rate used for this period ending 11.247 % 3.651 % Options expected to vest Number of options expected to vest corrected by forfeiture 2,324,885 1,830,429 Unrecognized stock-based compensation expense $ 2,448,790 $ 866,889 Weighting Average remaining contract life (Years) 2.86 3.38 Exercises Total shares delivered/issued 59,220 - Weighted Average Exercise Price $ 1.00 $ - Intrinsic Value of Options Exercised $ 101,084 $ - At December 31, 2018, the unrecognized expense portion of the share based option awards granted to management, directors and employees under the 2017 Plan was approximately $2,448,790 adjusted for cancellations, forfeitures and returns during the preceding period. 2018 Long-Term Incentive Compensation Plan On October 10, 2018, the Company filed an S-8 to register the remaining 8,000,000 shares of common stock of the 2018 Long Term Incentive Compensation Plan which was previously ratified by our stockholders on September 12, 2017 at our annual meeting. This incentive plan provides for awards of up to 8,000,000 shares of common stock, in the form of options, restricted stock awards, stock appreciation rights (“SAR’s”), performance units and performance bonuses to eligible employees and the grant of nonqualified stock options, restricted stock awards, SAR’s and performance units to consultants and eligible directors. During 2018, 1,000,000 Reconciliation of registered and available shares and/or options as of December 31, 2018: Total Approved by the Shareholders 8,000,000 Registered 2018 (S-8 dated October 10, 2018) 8,000,000 Movement Shares (issued to): 2018 Consultants - - Directors, Officers and staff 1,000,000 1,000,000 Options exercised - - Total Shares issued: 1,000,000 Available for issuance at December 31, 2018 (under the S-8 registration statement) 7,000,000 Outstanding rights (movements): Options - - Time Conditioned Share Awards 1,000,000 1,000,000 Available for grant at December 31, 2018: 6,000,000 The outstanding Time Conditioned Share Awards will be expensed at the fair market value on the date of delivery to the respective beneficiaries. The current award will vest pro-rata during the 12 months of 2019. Share-Based Compensation Expense The Company recorded for the year ended December 31, 2018, $6,582,286 of share-based compensation, of which $89,200 relate to the 2008 Plan, $3,909,539 to the 2017 Plan, $1,980,000 relate to the 2018 Plan and $603,547 relates to the expensing of shares issued as restricted securities as defined in Rule 144 of the Securities Act and not issued under the 2008 Plan or 2017 Plan. For the comparable period in 2017 the expensing was in total $1,845,520 for shares issued under the 2008 Plan, $2,006,173 to the 2017 Plan and $437,340 for expensing of the issuance of restricted shares under the Rule 144 of the Securities Act. In case of grant of options, the Company utilized the Black-Scholes valuation model for estimating the fair value of the stock-options at grant and subsequent expensing until the moment of vesting. Share-based Compensation Expense Twelve Twelve months ended months ended December 31, December 31, Stock-Based Compensation Expense 2018 2017 Consultancy services $ 422,307 $ 674,553 Directors and Officers (shares and options) 5,360,160 3,070,520 Employees (shares and options) 799,819 543,960 Total $ 6,582,286 $ 4,289,033 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 20. Income taxes For financial statement purposes, loss before the income tax (benefit) provision is generated by the following; 2018 2017 Domestic $ (25,371,790 ) $ (11,993,500 ) Foreign 12,253,300 (362,274 ) Total loss before income tax provision $ (13,118,490 ) $ (12,355,774 ) The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The applicable statutory tax rates vary from none (zero) to 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 in all jurisdictions where the Company has a net deferred tax asset, the Company has recorded a full valuation allowance to reduce the net carrying amount of the deferred tax assets to zero. The Company’s 2018 income tax benefit of $ 0.1 The Tax Cuts and Jobs Act, or the Act, was enacted on December 22, 2017, which reduced the U.S. federal corporate tax rate from 35 21 Income tax (benefit) expense for each year is summarized as follows: December 31, 2018 December 31, 2017 Current: Federal $ - $ - State - - Foreign 81,378 107,205 81,378 107,205 Deferred: Federal - - State - - Foreign (225,218 ) - Income tax expense (225,218 ) Income tax (benefit) expense $ (143,840 ) $ 107,205 The following is a reconciliation of the provision for income taxes at the US federal statutory rate (21%) and (34%) to the foreign income tax rate for the years ended: December 31, 2018 December 31, 2017 Tax expense at statutory rate federal 21 % 34 % Foreign income tax rate difference - (3 )% GILTI (9 )% - Change in valuation allowance (11 )% (32 )% Income tax (benefit)/ expense 1 % (1 )% The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, are as follows: 2018 2017 Deferred tax attributable to: Net operating losses $ 34,196,356 $ 35,524,856 Less: valuation allowance (31,432,246 ) (35,524,856 ) Total deferred tax assets 2,717,110 - Deferred tax liabilities attributable to: Intangibles assets (10,009,309 ) - Deferred revenue (1,123,626 ) - Total deferred tax liabilities (11,132,935 ) - Net deferred tax liabilities $ (8,415,825 ) $ - As of October 1, 2018 the company acquired Artilium PLC, as a result of the purchase price allocation the company recorded a net deferred tax liability of $8.6 million for basis difference on acquired intangible assets and tax attributes from the business combination. As of December 31, 2018, and 2017, the Company had net operating losses carryforwards of approximately $145 million and $109 million, As of December 31, 2018, and 2017, the Company’s US based subsidiaries had net federal and state operating loss carryforwards of approximately $72 million and $57 million, respectively. Federal and state net operating loss carry forwards in the $73 million. Losses in material foreign 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 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 assessment is three years for federal and three to four years for state purposes. The federal net operating loss carry forwards remain open for adjustment until the net operating losses are fully utilized. The Company's statute of limitations is four to six years in the major foreign jurisdictions in which the Company files. The Company files income tax returns in the US federal jurisdiction and various state and foreign jurisdictions. As of December 31, 2018, and 2017, the Company accrued a liability of $0 and $246,370, |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Legal Matters and Contingencies [Text Block] | Note 21. Commitments and Contingencies Ellenoff Grossman & Schole LLP, claimed legal fees. On May 5, 2017, the Company’s former legal counsel, Ellenoff Grossman & Schole LLP, commenced litigation proceedings in New York alleging breach of contract and claiming $817,822 in unpaid legal fees for January 2015 through November 2016. On June 29, 2017, the parties entered into a settlement agreement for the full $817,822 with agreed-upon monthly installment payments through August 31, 2019. As of December 31, 2018, this transaction is reflected in the financial statements. 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. telSPACE -vs- Elephant Talk et al. Claimant commenced 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, 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. After a two-day arbitration hearing in Seattle, WA, the Arbitration tribunal, on or about June 9, 2017, issued an award for the benefit of Claimant in the amount of $510,916, inclusive of AAA tribunal and administrative fees (the “Award”). On or about July 25, 2017, the parties entered into a forbearance agreement, pursuant to which Claimant agreed to forbear from commencing any confirmation or enforcement proceedings and from taking any collection efforts or discovery related to the Award in exchange for the Company’s agreement to pay the Award in agreed-upon installment payments. All remaining payment obligations to telSPACE were settled by the Company in the year ended December 31, 2018 and is reflected in the financial statements. These expenses are included in the consolidated statement of comprehensive loss under restructuring and acquisition costs, as it is a restructuring event. Severance and Change of Control Robert H. Turner - The employment agreement with Mr. Turner is for an indefinite term. Under the terms of the employment agreement, Mr. Turner is entitled to severance if Mr. Turner’s employment with the Company is terminated by the Company without “cause” or by Mr. Turner for “good reason” (as such terms are defined in the Employment Agreement) the Company will pay Mr. Turner, 12 months’ salary at the rate of his salary as of such termination, together with payment of the average earned bonuses (regular and extraordinary) since November 1, 2015. Victor Bozzo – The employment agreement with Mr. Bozzo is for an indefinite term. Under the terms of the employment agreement, Mr. Bozzo is entitled to a severance if he is terminated by the Company without “cause” or by Mr. Bozzo for “good reason” the Company will pay Mr. Bozzo 12 months’ salary at the rate of his salary as of such termination. Edward O’Donnell – The employment agreement with Mr. O’Donnell is for an indefinite term. Under the terms of the employment agreement, Mr. O’Donnell is entitled to a severance if he is terminated by the Company, then, subject to a mutual release, the Company will pay Mr. O’Donnell’s base salary for an additional 270 days after termination in accordance with customary payroll practices. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 22. Geographic Information Year ended December 31, 2018 Europe Other foreign countries Total Revenues from unaffiliated customers $ 24,600,456 $ 7,835,280 $ 32,435,736 Identifiable assets $ 154,236,839 $ 6,804,327 $ 161,041,166 Year ended December 31, 2017 Europe Other foreign countries Total Revenues from unaffiliated customers $ 12,428,942 $ 1,118,565 $ 13,547,507 Identifiable assets $ 7,214,217 $ 18,111,816 $ 25,326,033 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 23. 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, 2018, the Company had one customer that accounted for 40% of total revenue. For the year ended December 31, 2017, the Company had two customers that accounted for 96.9% of total revenue. As of December 31, 2018 and 2017, the Company had two customers that accounted for 47.3% and 47.2% respectively of accounts receivable and unbilled revenue. 2017, the Company had two customers that accounted for 49.7% and 23.9% of accounts receivable and unbilled revenue. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 24. Business Combinations Acquisition of Artilium plc. Artilium plc ("Artilium") is an innovative software development company active in the enterprise communications and core telecommunication markets delivering software solutions which layer over disparate fixed, mobile and IP networks to enable the deployment of converged communication services and applications. On 7 June 2018, the Artilium Board and the Pareteum Board announced that they had reached agreement regarding the terms of a recommended share and cash offer by Pareteum to acquire the issued and to be issued ordinary share capital of Artilium not already owned by Pareteum. Under the terms of the acquisition, which have been further detailed today in an announcement issued under Rule 2.7 of the UK Takeover Code, each Artilium shareholder will be entitled to receive 0.1016 Pareteum shares and 1.9 pence in cash per Artilium share upon completion of the transaction. The acquisition values each Artilium share at 19.55 pence and the entire issued and to be issued ordinary share capital of Artilium at approximately $104.7 million (or £78.0 million), based on Pareteum’s closing share price of $2.33 on June 6, 2018 and the exchange rate of US$1.3413: £1. On September 13, 2018, shareholders of Pareteum approved proposed acquisition of the entire issued and to be issued ordinary shares of Artilium. On October 1, 2018, The Pareteum completed the acquisition of all of the outstanding shares of Artilium. In connection with the acquisition the Company issued an aggregate of 37,511,606 common shares of the Company’s stock. The Company issued 4,107,714 common shares to certain Pareteum also previously had issued 3,200,332 shares to Artilium, that was cancelled at the time of the acquisition. The Company also paid 6,248,184 pounds or $8,142,009 in cash. The allocation of the purchase price was as follows (in thousands): Purchase consideration: Cash consideration $ 8,142 Seller notes 112,535 Purchase price allocation 120,677 Purchase price allocation: Assets: Current and long term assets 4,726 Intangible assets 40,800 Total assets 45,526 Liabilities: Current and long-term liabilities 7,982 Deferred tax liabilities 8,641 Total liabilities 16,623 Estimated fair value of net assets acquired 28,903 Goodwill $ 91,774 The year ended December 31, 2018 consolidated financial statements included Artilium and its subsidiaries from the closing date of October 1, 2018 acquisition date through December 31, 2018. The allocation of the purchase price for Artilium’s intangible assets were as follows (in thousands): Estimated Useful Technology $ 20,600 6 Customer relationships 16,800 18 Tradename 3,400 5 Intangible assets $ 40,800 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 25. Related Party Transactions During 2017 and 2018, the Company retained Robert Turner of InTown Legal Services, who is the son of Robert H. Turner, Executive Chairman of the Board. InTown Legal Services has a $5,000 per month minimum retainer with the Company and was paid $155,112 in 2018 and $66,114 in 2017. The agreement between the Company and InTown Legal Services is an at will agreement. As of December 31, 2018, there remains a still outstanding loan to Comsys, a fully owned subsidiary of Artilium BV, from Comsystems (a company owned by Gerard Dorenbos). Prior to the acquisition by Pareteum, Gerard Dorenbos was a shareholder of Artilium PLC, with approximately 15% of the total shares of Artilium PLC, and a board member of Artilium PLC. The loan was amended on March 24, 2016 and has a maturity date of December 31, 2021. The total amount outstanding balance as of December 31, 2018 was $341,998 which carries an 8% interest rate and is reflected as a related party loan in the accompanying consolidated balance sheet. All principal and interest are due on the maturity date. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 26. Subsequent Events iPass Acquisition On February 12, 2019, Pareteum Corporation entered into the Consent with iPass SPV, and Fortress. Also, on February 12, 2019 the Company entered into the Joinder to Security Agreement, the Joinder to Guarantee and the Pledge Agreement, each for the benefit of or with Fortress, guaranteeing the Loan and granting a first-priority security interest in all of the assets of the Company to Fortress. Pursuant to the Consent, Fortress consented to the consummation of the Merger Agreement by and among the Company, iPass and Purchaser, a wholly owned subsidiary of the Company. The Company paid Fortress a cash fee of $150,000 and issued to Fortress warrants to purchase an aggregate of 325,000 shares of common stock. The Fortress loan to iPass bears an annual interest at a stated rate of 11.0% plus the greater of the following i) Federal Funds Rate plus 0.5%, ii) the Prime Rate, iii) the sum of the LIBOR in effect plus 1.0%, or iv) 2.0%. During the first 18 months following the closing date, payments under the Loan are interest-only, with iPass able to elect that up to 5.5% 5.0% $25,000,000 $11,000, 000 The foregoing summary does not purport to be complete, and is qualified in its entirety by the Consent, the Joinder to Security Agreement, the Joinder to Guarantee and the Pledge Agreement, each of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to the Current Report on Form 8-K filed with the Securities and Exchange Commission as of February 13, 2019, and incorporated herein by reference and by the Loan and Security Agreement by and among iPass, SPV and Fortress filed (with certain portions subject to confidential treatment) with iPass’s Quarterly Report on Form 10-Q for the period ended June 30, 2018. On November 12, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Purchaser, and iPass. Pursuant to the Merger Agreement, Purchaser commenced the Offer for the “iPass Shares for the “Transaction Consideration, upon the terms and subject to the conditions set forth in the Prospectus/Offer to Exchange dated December 4, 2018 (together with any amendments and supplements thereto, the “Offer to Exchange”), and the related Letter of Transmittal. The Offer and withdrawal rights expired at 5:00 p.m. New York City time on February 12, 2019, and promptly following such time Purchaser accepted for payment and promptly paid for all validly tendered iPass Shares in accordance with the terms of the Offer. On February 12, 2019, following acceptance and payment for the validly tendered iPass Shares and pursuant to the terms and conditions of the Merger Agreement, the Company completed its acquisition of iPass from the stockholders of iPass when Purchaser merged with and into iPass, with iPass surviving as a wholly owned subsidiary of the Company (the “Merger”). The Merger was governed by Section 251(h) of the Delaware General Corporation Law, as amended (the “DGCL”) with no stockholder vote required to consummate the Merger. At the effective time of the Merger, each iPass Share outstanding was converted into the right to receive the Transaction Consideration. The iPass Shares will no longer be listed on the Nasdaq Capital Market. The aggregate consideration paid to stockholders of iPass by the Company to acquire iPass was 9.865 Post Road Group Debt Facility On February 26, 2019, Pareteum Corporation and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with Post Road Administrative Finance, LLC and its affiliate Post Road Special Opportunity Fund I LLP (collectively, “Post Road”). Pursuant to the Credit Agreement, Post Road will provide the Company with a secured loan of up to $50,000,000 (the “Loan”), with an initial loan of $25,000,000 funded on February 26, 2019, and additional loans in increments of $5,000,000 as requested by the Company before the 18 month anniversary of the initial funding date. No additional loan shall be funded until the later of delivery of certain third party consents (the “Consents”), the filing of Pareteum’s Quarterly Report on Form 10-Q for the first quarter of 2019, or June 1, 2019. All amounts owed under the Credit Agreement shall be due on February 26, 2022. The unpaid principal amount of the Loan shall bear interest from the relevant funding dates at a rate per year of 8.5% plus Libor in effect from time to time, provided however, that upon an event of default or if certain of the Consents are not delivered prior to May 1, 2019 or June 1, 2019, as applicable, the unpaid principal amount of the Loan shall bear interest from the relevant funding dates at a rate per year of 11.5% plus Libor in effect from time to time until the Consents are delivered. The interest shall be due and payable monthly in cash in arrears, provided, however, that the Company may elect to pay any or all of the interest in the form of PIK interest due and payable at maturity at a maximum percentage per year equal to (a) through and including the first anniversary of the initial funding date, 3%, (b) after the first anniversary of the initial funding date through and including the second anniversary of the initial funding date, 2%, and (c) after the second anniversary of the initial funding date, 1%. Permitted use of proceeds for the initial $25,000,000 of the Loan include approximately $11,000,000 for payment in full of outstanding secured debt owed to Fortress Credit Corp. (together with its affiliates, “Fortress”) incurred in connection with the Company’s previously disclosed acquisition of iPass Inc. (“iPass”) on February 12, 2019, as well as remaining amounts for permitted acquisitions and investments, for general working capital purposes and to pay approximately $885,000 in transaction fees related to the Loan. Proceeds from additional Loans, if any, are to be used for permitted acquisitions and to fund growth capital expenditures and other growth initiatives. The Loan is subject to prepayment upon the receipt of proceeds outside the ordinary course of business in excess of $1,000,000 and the Company must pay a commitment fee of 1% per year for an unfunded commitment. The initial $25,000,000 loan is reduced by an original issue discount of (i) 0.75% of $25,000,000 and (ii) 1.25% of $50,000,000, and any additional loans will be reduced by an original issue discount of 0.75% of the funded amounts. The Company’s obligations under the Credit Agreement are secured by a first-priority security interest in all of the assets of the Company, and guaranteed by certain subsidiaries of the Company. The Credit Agreement contains customary representations, warranties and indemnification provisions. The Credit Agreement also contains affirmative and negative covenants with respect to operation of the business and properties of the Company as well as financial performance, including requirements to maintain a minimum of $2,000,000 of unrestricted cash, certain maximum total leverage ratios, a debt to asset ratio, maximum churn rate and minimum adjusted EBITDA. The Credit Agreement further provides customary events of default and cure periods for certain specified events of default, and in the event of uncured default, the acceleration of the maturity date, an increase in the applicable interest rate with respect to amounts outstanding under the Loan and payment of additional fees. The foregoing summary is qualified in its entirety by the Credit Agreement filed (with certain portions subject to confidential treatment) with this “2018 Annual Report”, together with the Security Agreement, Trademark Security Agreement, the Patent Security Agreement, Copyright Security Agreement and other agreements that will be filed with the 2018 Annual Report. On February 26, 2019, concurrently with entering into the Credit Agreement, the existing loan and security agreement by and among iPass, iPass IP LLC and Fortress (the “Existing iPass Loan”) terminated. Credit facilities under the Existing iPass Loan included a term loan A facility and a term loan B facility maturing on February 27, 2019. The foregoing summary of the Existing iPass Loan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Existing iPass Loan filed (with certain portions subject to confidential treatment) with iPass’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 and the full text of the Consent and Amendment No. 1 to Credit Agreement dated February 12, 2019 filed with the Company’s Current Report on Form 8-K filed on February 13, 2019. On February 26, 2019, pursuant to the terms of the Credit Agreement, the Company issued to Post Road 425,000 shares of common stock and will issue an additional 200,000 shares of common stock upon the next subsequent funding, if any, under the Loan. |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 , providing (i) Mobility, (ii) Messaging and (iii) Security services and applications, with a Single-Sign-On, API and software development suite. Pareteum has developed a Communications Cloud Services Platform, providing (i) Mobility, (ii) Messaging and (iii) Security services and applications, with a Single-Sign-On, API and software development suite. 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. As of October 1, 2018, the Company now includes Artilium plc, which operates as a wholly-owned subsidiary of the Company. Artilium is a software development company active in the enterprise communications and core telecommunications markets delivering software solutions which layer over disparate fixed, mobile and IP networks to enable the deployment of converged communication services and applications. As of February 26, 2019, the Company now includes iPass Inc., which operates as a wholly-owned subsidiary of the Company. iPass is a cloud-based service provider of global mobile connectivity, offering Wi-Fi access on any mobile device through its SaaS platform. |
Financial Condition Policy [Policy Text Block] | Liquidity Management has evaluated the Company’s Going Concern risk as the Company continues to operate on an annual basis at a loss for the past several years and has also been operating cash flow negative during those years. During 2018, Pareteum raised over $6.1 million primarily through the sale of common stock equivalents and an additional $6.2 million cash exercise or exchange of warrants. As reflected in the accompanying consolidated financial statements, the Company reported net loss of $12,974,650 and $12,462,979 for the years ended 2018 and 2017, respectively, and had an accumulated deficit of $312,625,383 as of December 31, 2018. The cash balance including restricted cash of the Company at December 31, 2018 was $6,482,364. As of December 31, 2018, and currently Pareteum has no Senior Secured Debt, having paid off the Senior Secured Loan balance of $7.64 million during Q4 2017. The repayment of the debt freed up over $100,000 of interest and fees that were paid each month to the senior secure lender in addition to the debt service. The Company did not enter any debt or line of credit arrangements in 2018. A credit facility of up to $50 million was secured on February 26, 2019 and $25 million of debt proceeds was received by the company of which $11 million was used to pay off the Fortress debt from the iPass acquisition, which closed on February 12, 2019. Professional fees related to this transaction were $1.7 million, leaving the Company with $12.3 million in cash from the initial $25 million is debt proceeds. Equity or Debt Financing On December 31, 2018, we had $6,482,364 in cash and restricted cash. Based on our current expectations with respect to our revenue and expenses, we expect that our current level of cash and cash equivalents should 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, we may be required to obtain additional equity or debt financing. Although we have previously been able to attract financing as needed, such financing may not continue to be available at all, or if available, on reasonable terms as required. Further, the terms of such financing may be dilutive to existing shareholders or otherwise on terms not favorable to us or existing shareholders. If we are unable to secure additional financing, as circumstances require, or do not succeed in meeting our sales objectives, we may be required to change or significantly reduce our operations or ultimately may not be able to continue our operations. Dawson James Public Offering On May 9, 2018, we entered into a securities purchase agreement with select accredited investors relating to a registered direct offering, issuance and sale of an aggregate of 2,440,000 shares of our common stock at a purchase price of $2.50 per share for gross proceeds before deducting estimated offering expenses of $6,100,002. The shares were issued pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission on September 9, 2016, as amended October 21, 2016 and November 10, 2016 and declared effective November 14, 2016. Dawson James Securities, Inc. (the “Placement Agent”) acted as placement agent on a best-efforts basis in connection with the offering, pursuant to a placement agency agreement that was entered into on May 9, 2018. We also agreed to pay the Placement Agent a commission, to reimburse the Placement Agent’s out-of-pocket expenses, to issue the Placement Agent, in a private transaction, a warrant to purchase 122,000 shares of common stock at an exercise price equal to 125% of the offering price per share, and to indemnify the Placement Agent against certain liabilities. Artilium Acquisition On October 1, 2018 we completed our previously announced Artilium Acquisition. In connection with the Artilium Acquisition, the Company issued an aggregate of 37,511,447 shares of the Company’s common stock to Artilium shareholders. At which time, the Company cancelled 3,200,332 shares of common stock that were held by Aritilium pre-acquisition, for a net of 34,311,115 newly-issued shares of the Company’s common stock. Following the Artilium Acquisition, Artilium operates as a wholly-owned subsidiary of the Company, and Artilium’s direct subsidiaries operate as indirect subsidiaries of the Company, wholly-owned by Artilium. Artilium is a software development company active in the enterprise communications and core telecommunications markets delivering software solutions which layer over disparate fixed, mobile and IP networks to enable the deployment of converged communications services and applications. iPass Acquisition On November 12, 2018, we entered into the iPass Merger Agreement by and among iPass, and TBR. Pursuant to the iPass Merger Agreement, TBR commenced the iPass Offer for all of the outstanding shares of iPass’ common stock, par value $0.0001 per share, for 1.17 shares of the Company’s common stock, together with cash in lieu of any fractional shares, without interest and less any applicable withholding taxes. The iPass offer and withdrawal rights expired at 5:00 p.m. New York City time on February 12, 2019, and promptly following such time TBR accepted for payment and promptly paid for all validly tendered iPass shares in accordance with the terms of the iPass Offer. In aggregate, the Company issued 9,867,041 shares of common stock to the iPass shareholders in March 2019. iPass is a leading provider of global mobile connectivity, offering simple, secure, always-on Wi-Fi access on any mobile device. Built on a software-as-a-service (“SaaS”) platform, the iPass cloud-based service keeps its customers connected by providing unlimited Wi-Fi connectivity on unlimited devices. iPass is the world’s largest Wi-Fi network, with more than 68 million hotspots globally, at airports, hotels, train stations, convention centers, outdoor venues, inflight on more than 20 leading airlines, and more. |
Equity and Debt Financing [Policy Text Block] | Equity or Debt Financing On December 31, 2018, we had $6,482,364 in cash and restricted cash. Based on our current expectations with respect to our revenue and expenses, we expect that our current level of cash and cash equivalents should 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, we may be required to obtain additional equity or debt financing. Although we have previously been able to attract financing as needed, such financing may not continue to be available at all, or if available, on reasonable terms as required. Further, the terms of such financing may be dilutive to existing shareholders or otherwise on terms not favorable to us or existing shareholders. If we are unable to secure additional financing, as circumstances require, or do not succeed in meeting our sales objectives, we may be required to change or significantly reduce our operations or ultimately may not be able to continue our operations. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Pareteum 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 Pareteum North America Corp. with its wholly owned subsidiary, Pareteum UK Ltd.; • its wholly owned subsidiary Pareteum Asia PTE. Ltd.; • its wholly owned subsidiary TBR Inc. (special purpose vehicle for iPass acquisition); • its wholly-owned subsidiary Pareteum Europe B.V. (fka Elephant Talk Europe Holding B.V.) and its wholly owned subsidiaries, Elephant Talk Mobile Services B.V., Elephant Talk PRS Netherlands BV, Elephant Talk Deutschland GmbH (dormant), Elephant Talk Middle East & Africa (Holding) W.L.L., Elephant Talk Luxembourg SA (dormant), Guangzhou Elephant Talk Information Technology Limited (dormant), Elephant Talk Communications Italy S.R.L. (dormant), Elephant Talk Business Services W.L.L., Elephant Talk Middle East & Africa (Holding) Jordan L.L.C. (dormant).; • its wholly owned Elephant Talk Communications Holding AG and its wholly owned subsidiaries Pareteum Spain SLU and ETC Carrier Services GmbH.; • Pareteum Europe B.V. majority-owned subsidiaries Elephant Talk Bahrain W.L.L. (99%), ET de Mexico S.A.P.I. de C.V. (99.998%), ET-UTS NV; (51%) and LLC Pareteum (Russia) (50%) Elephant Talk; • Elephant Talk Telecomunicação do Brasil LTDA, is owned 90% 10% by Elephant Talk Communication Holding AG; • its wholly-owned subsidiary Elephant Talk Limited (“ETL”) and its wholly owned ET Guangdong Ltd. and its majority owned (50.54%) subsidiary Elephant Talk Middle East & Africa FZ-LLC.; • Asesores Profesionales ETAK S. de RL. de C.V. is owned 99% by Pareteum Europe B.V.; and • its wholly owned subsidiary Artilium Group Ltd. and its wholly owned subsidiaries, Artilium NV, Speak UP BVBA, Ello Mobile BVBA, Artilium UK Ltd., Comsys Telecom & Media BV, Portalis BV, Comsys Connect GmbH, United Telecom N.V., Talking Sense BVBA, Wbase Comm. V, Artilium Trustee Company Limited, Comsys Connect BV, Livecom International BV, Comsys Connect AG and United Telecom BV. |
Foreign Currency Translation, [Policy Text block] | Foreign Currency Translation The functional currency is Euros for the Company’s wholly-owned subsidiary Pareteum Europe 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 stockholders’ equity as other comprehensive income (loss). Foreign currency transaction gains and losses are included in the consolidated statements of comprehensive loss, under the line item ‘other income and (expense), net’. |
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 and intangible assets acquired in our acquisition of Artilium. 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. |
Restricted Cash [Policy Text Block] | Restricted Cash Restricted cash as of December 31, 2018 and 2017 was $430,655 and $199,776 |
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 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. Leases meeting one of the four key criteria are accounted for as capital leases and all others are treated as operating leases. Under a capital lease, the discounted value of future lease payments becomes the basis for recognizing an asset and a borrowing, and lease payments are allocated between debt reduction and interest. For operating leases, payments are recorded as rent expense. Criteria for a capital lease include (i) transfer of ownership during the lease term; (ii) existence of a bargain purchase option under terms that make it likely to be exercised; (iii) a lease term equal to 75 percent or more of the economic life of the leased equipment; and (iv) minimum lease payments that equal or exceed 90 percent of the fair value of the property. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that type of asset. The assets are amortized as per our accounting policy for property & equipment, and intangibles, as applicable. |
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. 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 “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 606. 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. Adoption of ASC Topic 606 , "Revenue from Contracts with Customers" On January 1 , 2018 , we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1 , 2018 . Results for reporting periods beginning after January 1 , 2018 are presented under Topic 606 , while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605 . We recorded a net increase to opening retained earnings of $ 107,520 as of January 1 , 2018 due to the cumulative impact of adopting Topic 606 , with the impact primarily related to our installation revenues that were previously deferred for which the performance obligation was determined to be complete as of the date of adoption. The impact to revenues to be recognized for the nine months ended September 30, 2018 was a decrease of $ 107,520 as a result of applying Topic 606 , relating to the aforementioned installation revenues and an increase to the accumulated deficit. Revenue Recognition Our revenues represent amounts earned for our mobile and security solutions. Our solutions take many forms but our revenue generally consists of fixed and/or variable charges for services delivered monthly under a combined services and SaaS model. We also offer discrete (one-time) services for implementation and for development of specific functionality to properly service our customers. The following table presents our revenues disaggregated by revenue source: Years Ended December 31, 2018 2017 (1) Monthly Service $ 28,467,985 $ 12,540,377 Installation and Software Development 3,967,751 1,007,130 Total revenues $ 32,435,736 $ 13,547,507 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. Monthly services revenues are recognized at a point in time and amounted to $ 28,467,985 and $ 12,540,377 for the years ended December 31, 2018 and 2017 , respectively. Installation and software development revenues are recognized over time and amounted to $ 3,967,751 and $ 1,007,130 for years ended December 31, 2018 and 2017 , respectively. The following table presents our revenues disaggregated by geography, based on the billing addresses of our customers Years Ended December 31, 2018 2017 (1) Europe $ 24,600,456 $ 12,428,942 Other geographic areas 7,835,280 1,118,565 Total revenues $ 32,435,736 $ 13,547,507 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. Monthly Service Revenues The Company’s performance obligations in a monthly Software as a Service (SaaS) and service offerings are simultaneously received and consumed by the customer and therefore, are recognized over time. For recognition purposes, we do not unbundle such services into separate performance obligations. The Company typically bills its customer at the end of each month, with payment to be received shortly thereafter. The fees charged may include a combination of fixed and variable charges with the variable charges tied to the number of subscribers or some other measure of volume. Although the consideration may be variable, the volumes are estimable at the time of billing, with “true-up” adjustments occurring in the subsequent month. Such amounts have not been historically significant. Installation and Software Development Revenues The Company’s other revenues consist generally of installation and development projects. Installation represents the activities necessary for a customer to obtain access and connectivity to the Company’s monthly SaaS and service offerings. While installation may require separate phases, it represents one promise within the context of the contract. Development consists of programming and other services to add new, additional or customized functionality to a customer’s existing service offerings. Each development activity is typically its own performance obligation. Revenue is recognized over time if the installation and development activities create an asset that has no alternative use for which the Company is entitled to receive payment for performance completed to date. If not, then revenue is not recognized until the applicable performance obligation is satisfied. Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers. Net Billings in Excess of Revenues The Company records net billings in excess of revenues when payments are made in advance of our performance, including amounts which are refundable. Net billings in excess of revenues was $927,780 as of December 31, 2018, an increase of $684,794, as compared to $242,986 for December 31, 2017. Payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, payment is required before the products or services are delivered to the customer. Contract Assets Given the nature of the Company’s services and contracts, it has no contract assets. |
Cost of Revenues and Operating Expenses, Policy [Policy Text Block] | Cost of Revenues and Operating Expenses Cost of Revenues Cost of revenues 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 revenues excludes depreciation and amortization. |
Segment Reporting, Policy [Policy Text Block] | Reporting Segments 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] | Financial Instruments The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, notes receivable, promissory notes (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 includes 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 the following asset groups that are valued at fair value categorized within Level 3: Goodwill and intangibles (non-recurring measurements) for the impairment test. Below are discussions of the main assumptions used for the recurring measurements. The Company used the Monte Carlo valuation model to determine the value of the outstanding warrants and conversion feature from the “Offering”. Since the Monte Carlo valuation model requires special software and expertise to model the assumption to be used, the Company hired a third party valuation expert. Because tradenames, customer relationships and the technology acquired as part of the acquisition of Artilium required expertise to model the assumptions to be used, the Company hired a third party valuation expert. Recurring Measurement - Warrant Derivative Liabilities and Conversion Feature Derivative (see also Note 11 and 16) 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 estimated life of the outstanding principal liability at the moment of re-measurement. 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. Liquidity Event We estimate the expected liquidity event considering 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. Management currently does not believe that it is in the best interest of the Company to pay dividends at this time. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-based Compensation 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 many 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. 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 employees that leave the Company. 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. |
Income Tax, Policy [Policy Text Block] | 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 U.S., various U.S. 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) For the years ended December 31, 2018 and 2017, the Company’s comprehensive loss consisted of net losses and foreign currency translation adjustments. |
Business Combinations Policy [Policy Text Block] | Business Combinations 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] | Goodwill 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. As the reporting unit of the accompanying consolidated financial statements, 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. The Company periodically analyzes whether any such indicators of impairment exist. Such indicators include a sustained, significant decline in the Company’s stock price and market capitalization, a decline in the Company’s expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, and/or slower growth rate, among others. In the Company’s case, the indicator is the continuing losses. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Long-Lived Assets and Intangible Assets 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, Internal Use Software and Third Party Software 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 addition, 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 2018 and 2017, the Company did not record an impairment. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements 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 has not determined 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 was effective for the Company’s annual and interim reporting periods beginning January 1, 2017. The Company has evaluated the impact of ASU 2016-09 on its consolidated financial statements and has determined that the impact of adopting of ASU 2016-09 did not have a material effect on its consolidated financial statements, financial condition or results of operations. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (ASU 2016-02), which together with subsequent amendments, modified lessee accounting guidance under Topic 840. This ASU requires the Company to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with terms of more than twelve months. This ASU also requires disclosures enabling the users of financial statements to understand the amount, timing and uncertainty of cash flows arising from leases. This new standard will become effective for annual periods beginning after December 15, 2018 (including interim reporting periods within those periods). Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company will adopt the new standard in the first quarter of its fiscal year 2019 using the optional transition method allowed by ASU 2018-11. The Company will elect not to reassess whether any expired or existing contracts are or contain leases, not to reassess the lease classification for any expired or existing leases, not to reassess initial direct costs for any existing leases, and not to separate non-lease components from lease components and instead account for each separate lease component and the non-lease components associated with that lease component as a single lease component for new or modified leases. However, as a result of the iPass acquisition, the Company expects to record a Right of Use asset related liability for the existing iPass leases subject to ASU 2016-02. 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. The Company has determined that there was no material effect as a result of the adoption of ASU 2016-01 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 became effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. The Company has retrospectively adopted this standard and the effects of the adoption are reflected on the accompanying statement of the cash flows. |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table presents our revenues disaggregated by revenue source: Years Ended December 31, 2018 2017 (1) Monthly Service $ 28,467,985 $ 12,540,377 Installation and Software Development 3,967,751 1,007,130 Total revenues $ 32,435,736 $ 13,547,507 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Revenue from External Customers by Geographic Areas [Table Text Block] | The following table presents our revenues disaggregated by geography, based on the billing addresses of our customers Years Ended December 31, 2018 2017 (1) Europe $ 24,600,456 $ 12,428,942 Other geographic areas 7,835,280 1,118,565 Total revenues $ 32,435,736 $ 13,547,507 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment at December 31, 2018 and December 31, 2017 consisted of: Average Estimated Useful December December Lives 31, 2018 31, 2017 Furniture and fixtures 5 $ 139,857 $ 139,857 Computer, communication and network equipment 3 - 10 17,520,435 17,020,421 Software 5 4,716,816 2,899,794 Automobiles 5 10,744 10,744 Software development 1 1,656,739 398,654 Total property and equipment 24,044,591 20,469,470 Less: accumulated depreciation and amortization (19,491,341 ) (15,755,760 ) Total property and equipment, net $ 4,553,250 $ 4,713,710 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | As of December 31, 2018 and December 31, 2017, the accrued expenses were comprised of the following: December 31, December 31, Accrued expenses and other payables 2018 2017 Accrued selling, general and administrative expenses $ 2,396,941 $ 3,463,800 Accrued restructuring & acquisition related costs 1,885,194 - Accrued cost of service 1,070,099 413,942 Accrued taxes (including VAT) 2,283,999 877,366 Accrued interest payable 67,613 96,801 Other accrued expenses 248,534 398,221 $ 7,952,380 $ 5,250,130 |
Promissory Note and Unsecured_2
Promissory Note and Unsecured Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Convertible Debt [Table Text Block] | Promissory Note The Promissory Notes of $681,220 are 4 bank notes secured through by Artilium with varying maturity dates ranging between 6 and 18 months with an average interest rate of 2 9% Unsecured Convertible Promissory Note The Unsecured Convertible Promissory Notes is split into a long term part and a short term part, for this year ending only the short term part exists. Breakdown of the Unsecured Convertible Promissory Notes (net of debt discounts) Outstanding December 31, 2018 Long Term to Short Term re- allocation Regular Amortizations (during 2018) Conversions (during 2018) including accelerated amortization Outstanding December 31, 2017 9% Unsecured Convertible Note (Private Offering Q4-2015 – Q1-2016) $ - $ 40,967 $ (59,340 ) $ 56,348 $ (37,975 ) 9% Unsecured Convertible Note (Saffelberg) - - (42,151 ) 622,024 (579,873 ) Total Long Term - 40,967 (101,491 ) 678,372 (617,848 ) 9% Unsecured Convertible Note (Private Offering Q4-2015 – Q1-2016) (106,967 ) (40,967 ) - - (66,000 ) Total Short Term (106,967 ) (40,967 ) - - (66,000 ) Total Unsecured Convertible Promissory Notes $ (106,967 ) $ - $ (101,491 ) $ 678,372 $ (683,848 ) |
Unsecured Convertible Promissory Notes [Member] | |
Convertible Debt [Table Text Block] | Breakdown of the 9% Unsecured Subordinated Convertible Promissory Note (Maturing December 2018 through March 21, 2019) December 31, 2018 Regular Amortizations (during 2018) Conversions (during 2018) including accelerated amortization Outstanding December 31, 2017 Convertible Note Principal Amount Principal Amount $ (105,000 ) $ - $ 60,000 $ (165,000 ) 10% Early Repayment (10,500 ) - 6,000 (16,500 ) Debt Discounts & Financing Costs Investor Warrants 1,719 (26,104 ) (5,149 ) 32,972 Conversion Feature value 1,237 (6,912 ) (1,412 ) 9,561 7% Agent Warrants 534 (3,027 ) (609 ) 4,170 Financing Costs 5,043 (23,297 ) (2,482 ) 30,822 $ (106,967 ) $ (59,340 ) $ 56,348 $ (103,975 ) |
9% Saffelberg Note [Member] | |
Convertible Debt [Table Text Block] | Breakdown of the 9% Saffelberg Note (Unsecured Convertible) (Maturing August 18, 2019) December 31, 2018 Regular Amortizations (during 2018) Conversions (during 2018) including accelerated amortization Outstanding December 31, 2017 Convertible Note Principal Amount Principal Amount (Long Term) $ - $ - $ 723,900 $ (723,900 ) Debt Discounts & Financing Costs Investor Warrants - (30,155 ) (73,900 ) 104,055 Conversion Feature value - (11,996 ) (27,977 ) 39,973 $ - $ (42,151 ) $ 622,023 $ (579,872 ) |
9% Convetrible Note [Member] | |
Convertible Debt [Table Text Block] | Breakdown of the conversion rights for outstanding convertible notes: Number of underlying shares for Outstanding Agreement Exercises / Outstanding 9% Convertible Note - Investors 39,500 763 (22,292 ) 61,029 9% Convertible Note - Other Investor - (472,030 ) (387,913 ) 859,943 Outstanding Conversion Features 39,500 (471,267 ) (410,205 ) 920,972 |
Warrant and Conversion Featur_2
Warrant and Conversion Feature Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Warrant And Conversion Feature Liabilities [Abstract] | |
Summary of Warrants and Debt Conversion Feature [Table Text Block] | Number of underlying Agreement Exercises / shares for Liability Warrants & Conversion Outstanding December 31, Amendments / Conversions / Outstanding December 31, Features 2018 Interest effects Expirations 2017 9% Convertible Note - Other Investor - (472,030 ) (387,913 ) 859,943 Outstanding Liability Conversion Features - (472,030 ) (387,913 ) 859,943 Other 9% Convertible Note Warrants - (96,520 ) - 96,520 Outstanding Liability Warrants - (96,520 ) - 96,520 Total - (568,550 ) (387,913 ) 956,463 |
Schedule of Warrant And Conversion Feature Liabilities [Table Text Block] | FMV as Agreement Mark to FMV as Fair Market Value of Amendments/ market Of Liability Warrants & December Conversions/ adjustment December Conversion Features 31, 2018 FX effect Ytd-2018 31, 2017 9% Convertible Note - Other Investor $ - $ (1,706,484 ) $ 279,581 $ 1,426,903 FMV Conversion Feature Liability - (1,706,484 ) 279,581 1,426,903 Other 9% Convertible Note Warrants - (204,896 ) 34,152 170,744 FMV Warrant Liabilities - (204,896 ) 34,152 170,744 Total $ - $ (1,911,380 ) $ 313,733 $ 1,597,647 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table summarizes fair value measurements by level at December 31, 2017 for financial assets and liabilities measured at fair value on a recurring basis: December 31, 2017 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 1,426,903 $ 1,426,903 Warrant Liabilities - - 170,744 170,744 Total Derivatives Liabilities $ - $ - $ 1,597,647 $ 1,597,647 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Discription Of Detail Information About Warrants [Table Text Block] | The table below summarizes the warrants outstanding as of December 31, 2018 and as of December 31, 2017: Warrants: Number of Warrants Outstanding as of January 1, 2017 2,204,586 Issued 25,696,801 Exercised (7,362,786 ) Expirations (2,402,769 ) Outstanding as of December 31, 2017 18,135,832 Issued 196,750 Exercised (14,463,097 ) Expirations (80,003 ) Outstanding as of December 31, 2018 3,789,482 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Outstanding Warrants Exercise/ Conversion price(s) (range) Expiring December 31, 2018 December 31, 2017 Equity Warrants – Fundraising $1.05 - $5.375 2019 - 2023 3,789,482 18,039,312 Liability Warrants – Fundraising $ 0.8418 2019 - 96,520 3,789,482 18,135,832 |
Basic and diluted net loss pe_2
Basic and diluted net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The diluted share base for fiscal 2018 and 2017 excludes incremental shares related to convertible debt, warrants to purchase Common Stock, stock-based compensation shares waiting to be issued and employee awards and or stock options as follows: Dilutive Securities 2018 2017 Convertible Notes 39,500 920,972 Warrants 3,789,482 18,135,832 Shares “Pending to be issued” 484,185 620,056 Time Conditioned Share Awards 1,480,557 1,518,055 Employee Stock Options 3,663,812 3,028,184 9,457,536 24,223,099 |
Employee Benefit Plan (Tables)
Employee Benefit Plan (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018: Full Year 2018 Total Registered 2008 - 200,000 Registered 2011 - 720,000 Approved increase 2013 - 920,000 Approved increase 2014 - 400,000 Total Approved under this plan 2,240,000 Shares (issued to): Consultants - 326,140 Directors, Officers and staff 42,400 693,400 Options exercised - 95,284 Options (movements): Revoked/Expired and Outstanding (925,118 ) (203,266 ) Available for grant at December 31, 2018: 921,910 Reconciliation of registered and available shares and/or options as of December 31, 2018: Total Approved by the Shareholders 6,500,000 Registered 2017 (S-8 dated June 14, 2017) 3,500,000 Registered 2018 (S-8 dated April 13, 2018) 3,000,000 Movement Shares (issued to): 2018 Consultants 387,130 507,281 Directors, Officers and staff 1,141,172 2,573,116 Options exercised 59,220 59,220 Total Shares issued in 2018: 3,139,617 Available for issuance at December 31, 2018 (under the S-8 registration statements) 3,360,383 Outstanding rights (movements): Options 1,560,746 3,460,546 Time Conditioned Share Awards (1,023,604 ) 494,452 Available for grant at December 31, 2018: (approved by shareholders) (594,615 ) Reconciliation of registered and available shares and/or options as of December 31, 2018: Total Approved by the Shareholders 8,000,000 Registered 2018 (S-8 dated October 10, 2018) 8,000,000 Movement Shares (issued to): 2018 Consultants - - Directors, Officers and staff 1,000,000 1,000,000 Options exercised - - Total Shares issued: 1,000,000 Available for issuance at December 31, 2018 (under the S-8 registration statement) 7,000,000 Outstanding rights (movements): Options - - Time Conditioned Share Awards 1,000,000 1,000,000 Available for grant at December 31, 2018: 6,000,000 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Common Stock options related to the 2008 Long-Term Incentive Compensation Plan consisted of the following as of the years ended December 31, 2018 and 2017: Options: Number of Options Weighted Average Exercise Price Initial Fair Market Value (Outstanding Options) Outstanding as of December 31, 2016 1,040,211 13.35 8,836,640 Granted in 2017 213,700 2.10 293,720 Forfeitures (Pre-vesting) 15,024 3.72 (55,232 ) Expirations (Post-vesting) (140,551 ) 27.65 (2,220,933 ) Outstanding as of December 31, 2017 1,128,384 9.40 6,854,195 Revoked (cancelled) in 2018 (786,697 ) 6.33 (3,494,552 ) Forfeitures (Pre-vesting) (175 ) 3.07 (353 ) Expirations (Post-vesting) (138,246 ) 25.60 (1,996,852 ) Outstanding as of December 31, 2018 203,266 $ 10.74 $ 1,362,438 Common Stock options related to the 2017 Long-Term Incentive Compensation Plan consisted of the following as of the years ended December 31, 2018: Options: Number of Options Weighted Average Exercise Price Initial Fair Market Value (Outstanding Options) Outstanding as of December 31, 2016 - $ - $ - Granted in 2017 1,971,800 1.00 1,092,507 Forfeitures (Pre-vesting) (72,000 ) 1.00 (39,681 ) Outstanding as of December 31, 2017 1,899,800 1.00 1,052,826 Granted in 2018 1,999,685 2.51 3,356,202 Exercised (with delivery of shares) (59,220 ) 1.00 (59,220 ) Forfeitures (Pre-vesting) (374,663 ) 1.59 (792,724 ) Expirations (Post-vesting) (5,056 ) 1.00 (5,056 ) Outstanding as of December 31, 2018 3,460,546 $ 1.81 $ 3,552,028 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Following is a summary of the status and assumptions used of options outstanding as of the years ended December 31, 2018, and 2017: Twelve months period ending December 31, 2018 December 31, 2017 Option Grants During the year 1,999,685 1,971,800 Weighted Average Annual Volatility 130 % 93 % Weighted Average Cumulative Volatility 216 % 156 % Weighted Average Contractual Life of grants (Years) 4.07 3.99 Weighted Average Expected Life of grants (Years) 2.79 2.84 Weighted Average Risk Free Interest Rate 2.6928 % 1.4906 % Dividend yield 0.0000 % 0.0000 % Weighted Average Fair Value at Grant-date $ 1.678 $ 0.553 Options Outstanding Total Options Outstanding 3,460,546 1,899,800 Weighted Average Remaining Contractual Life (Years) 2.98 3.51 Weighted Average Remaining Expected Life (Years) 1.84 2.35 Weighted Average Exercise Price $ 1.81 $ 1.00 Aggregate Intrinsic Value (all options) $ (401,021 ) $ 2,032,786 Aggregate Intrinsic Value (only in-the-money options) $ 1,723,086 $ 2,032,786 Options Exercisable Total Options Exercisable 841,053 - Weighted Average Exercise Price $ 1.00 $ - Weighted Average Remaining Contractual Life (Years) 2.24 - Aggregate Intrinsic Value (all options) $ 580,327 $ - Aggregate Intrinsic Value (only in-the-money options) $ 580,327 $ - Unvested Options Total Unvested Options 2,619,493 1,899,800 Weighted Average Exercise Price $ 2.06 $ 1.00 Forfeiture rate used for this period ending 11.247 % 3.651 % Options expected to vest Number of options expected to vest corrected by forfeiture 2,324,885 1,830,429 Unrecognized stock-based compensation expense $ 2,448,790 $ 866,889 Weighting Average remaining contract life (Years) 2.86 3.38 Exercises Total shares delivered/issued 59,220 - Weighted Average Exercise Price $ 1.00 $ - Intrinsic Value of Options Exercised $ 101,084 $ - |
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 2018 2017 Consultancy services $ 422,307 $ 674,553 Directors and Officers (shares and options) 5,360,160 3,070,520 Employees (shares and options) 799,819 543,960 Total $ 6,582,286 $ 4,289,033 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 (benefit) provision is generated by the following; 2018 2017 Domestic $ (25,371,790 ) $ (11,993,500 ) Foreign 12,253,300 (362,274 ) Total loss before income tax provision $ (13,118,490 ) $ (12,355,774 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income tax (benefit) expense for each year is summarized as follows: December 31, 2018 December 31, 2017 Current: Federal $ - $ - State - - Foreign 81,378 107,205 81,378 107,205 Deferred: Federal - - State - - Foreign (225,218 ) - Income tax expense (225,218 ) Income tax (benefit) expense $ (143,840 ) $ 107,205 |
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 (21%) and (34%) to the foreign income tax rate for the years ended: December 31, 2018 December 31, 2017 Tax expense at statutory rate federal 21 % 34 % Foreign income tax rate difference - (3 )% GILTI (9 )% - Change in valuation allowance (11 )% (32 )% Income tax (benefit)/ expense 1 % (1 )% |
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: 2018 2017 Deferred tax attributable to: Net operating losses $ 34,196,356 $ 35,524,856 Less: valuation allowance (31,432,246 ) (35,524,856 ) Total deferred tax assets 2,717,110 - Deferred tax liabilities attributable to: Intangibles assets (10,009,309 ) - Deferred revenue (1,123,626 ) - Total deferred tax liabilities (11,132,935 ) - Net deferred tax liabilities $ (8,415,825 ) $ - |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule Of Revenue And Total Assets By Geographic Location [Table Text Block] | Year ended December 31, 2018 Europe Other foreign countries Total Revenues from unaffiliated customers $ 24,600,456 $ 7,835,280 $ 32,435,736 Identifiable assets $ 154,236,839 $ 6,804,327 $ 161,041,166 Year ended December 31, 2017 Europe Other foreign countries Total Revenues from unaffiliated customers $ 12,428,942 $ 1,118,565 $ 13,547,507 Identifiable assets $ 7,214,217 $ 18,111,816 $ 25,326,033 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination, Segment Allocation [Table Text Block] | Purchase consideration: Cash consideration $ 8,142 Seller notes 112,535 Purchase price allocation 120,677 Purchase price allocation: Assets: Current and long term assets 4,726 Intangible assets 40,800 Total assets 45,526 Liabilities: Current and long-term liabilities 7,982 Deferred tax liabilities 8,641 Total liabilities 16,623 Estimated fair value of net assets acquired 28,903 Goodwill $ 91,774 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The allocation of the purchase price for Artilium’s intangible assets were as follows (in thousands): Estimated Useful Technology $ 20,600 6 Customer relationships 16,800 18 Tradename 3,400 5 Intangible assets $ 40,800 |
Business and Summary of Signi_4
Business and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | [1] | |
Revenues | $ 32,435,736 | $ 13,547,507 | |
Monthly Service [Member] | |||
Revenues | 28,467,985 | 12,540,377 | |
Installation and Software Development [Member] | |||
Revenues | $ 3,967,751 | $ 1,007,130 | |
[1] | As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Business and Summary of Signi_5
Business and Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | [1] | |
Revenues | $ 32,435,736 | $ 13,547,507 | |
Europe [Member] | |||
Revenues | 24,600,456 | 12,428,942 | |
Other geographic areas [Member] | |||
Revenues | $ 7,835,280 | $ 1,118,565 | |
[1] | As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Business and Summary of Signi_6
Business and Summary of Significant Accounting Policies (Details Textual) | Feb. 12, 2019USD ($)shares | Nov. 12, 2018Number$ / shares | May 09, 2018USD ($)$ / sharesshares | Oct. 10, 2017 | Mar. 31, 2019shares | Feb. 26, 2019USD ($) | Oct. 01, 2018USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 30, 2017USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Jun. 29, 2018shares | Dec. 31, 2016USD ($) | |
Restricted Cash and Cash Equivalents, Current | $ 199,776 | $ 430,655 | $ 199,776 | |||||||||||
Net Income (Loss) Attributable to Parent | (12,974,650) | (12,462,979) | ||||||||||||
Retained Earnings (Accumulated Deficit) | $ (299,543,213) | $ (312,625,383) | $ (299,543,213) | |||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2.50 | |||||||||||||
Proceeds from Issuance or Sale of Equity | $ 6,100,000 | |||||||||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 13,737,675 | 6,482,364 | $ 13,737,675 | $ 1,495,207 | ||||||||||
Proceeds from Issuance Initial Public Offering | $ 6,100,002 | 6,100,002 | 21,202,239 | |||||||||||
Proceeds from Warrant Exercises | $ 6,174,083 | $ 5,049,905 | ||||||||||||
Common Stock, Shares, Issued | shares | 2,440,000 | 46,617,093 | 97,852,911 | 46,617,093 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 96,250 | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 37,511,606 | 34,311,115 | ||||||||||||
Cumulative Effect on Retained Earnings, Net of Tax | $ 107,520 | |||||||||||||
Revenues | 32,435,736 | $ 13,547,507 | [1] | |||||||||||
Increase Decrease In Billing In Excess Of Costs Of Earnings | 677,191 | (830,114) | ||||||||||||
Billings In Excess Of Costs Current | $ 242,986 | 927,780 | 242,986 | |||||||||||
Repayments of Secured Debt | $ 11,000,000 | 7,640,000 | 0 | 10,081,836 | ||||||||||
Repayment of debt interest and fee | $ 100,000 | |||||||||||||
Percentage of Exercise price over the Offering Price | 125.00% | 125.00% | ||||||||||||
Monthly service [Member] | ||||||||||||||
Revenues | 28,467,985 | 12,540,377 | ||||||||||||
Artilium Acquisition [Member] | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 37,511,447 | |||||||||||||
Business Acquisition Equity Interest Cancelled Value Assigned | $ 34,311,115 | |||||||||||||
Business Acquisition Equity Interest Cancelled Number Of Shares | shares | 3,200,332 | |||||||||||||
iPass Acquisition [Member] | ||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||||||||||||
Business Acquisition Exchange Rate | $ / shares | $ 1.17 | |||||||||||||
Number Of Hot Spots Globally | Number | 68,000,000 | |||||||||||||
Number Of Hot Spots In Major AirLines | Number | 20 | |||||||||||||
Retained Earnings [Member] | ||||||||||||||
Net Income (Loss) Attributable to Parent | (12,974,650) | (12,462,979) | ||||||||||||
Cumulative Effect on Retained Earnings, Net of Tax | 107,520 | |||||||||||||
Placement Agent [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 122,000 | |||||||||||||
Percentage of Exercise price over the Offering Price | 125.00% | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 325,000 | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 50,000,000 | |||||||||||||
Proceeds from Lines of Credit | $ 25,000,000 | |||||||||||||
Subsequent Event [Member] | iPass Acquisition [Member] | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 9,867,041 | |||||||||||||
Professional Fees | $ 1,700,000 | |||||||||||||
Proceeds from Debt, Net of Issuance Costs | 12,300,000 | |||||||||||||
Business Combination Repayment of Assumed Debt | $ 11,000,000 | |||||||||||||
Software Development [Member] | ||||||||||||||
Revenues | 3,967,751 | 1,007,130 | [1] | |||||||||||
Billings In Excess Of Costs Current | $ 1,007,130 | $ 3,967,751 | $ 1,007,130 | |||||||||||
Asesores Profesionales ETAK S De RL De CV [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.54% | |||||||||||||
Elephant Talk Telecomunicacao Do Brasil LTDA [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% | |||||||||||||
Elephant Talk Europe Holding BV [Member] | Elephant Talk Telecomunicacao Do Brasil LTDA [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 90.00% | |||||||||||||
[1] | As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for Doubtful Accounts Receivable | $ 1,021,179 | $ 90,173 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense and Other Assets, Current | $ 2,083,950 | $ 900,369 |
Prepaid Taxes | $ 424,167 | $ 324,092 |
Other Assets (Details Textual)
Other Assets (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Other Assets, Noncurrent | $ 45,336 | $ 91,267 |
Note Receivable (Details Textua
Note Receivable (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2018 | Nov. 26, 2018 | Sep. 30, 2018 | |
Interest Receivable | $ 21,639 | ||||
Proceeds from Divestiture of Businesses and Interests in Affiliates | $ 1,000,000 | ||||
Notes Receivable, Equity Instruments Settlement | 375,594 | ||||
Proceeds from Collection of Loans Receivable | 51,525 | ||||
Notes, Loans and Financing Receivable, Net, Noncurrent | 594,520 | $ 1,082,436 | |||
Yonder Media Mobile [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||
Notes, Loans and Financing Receivable, Net, Noncurrent | 505,667 | ||||
Notes and Loans Receivable Principal Amount | 500,000 | ||||
Notes and Loans Receivable Accumulated Interest | 5,667 | ||||
ValidSoft Ltd [Member] | |||||
Disposal Group, Including Discontinued Operation, Consideration | 3,000,000 | ||||
Disposal Group Including Discontinued Operation Consideration Promissory Note | $ 2,000,000 | ||||
Cash | $ 1,000,000 | ||||
Interest Receivable | $ 4,780 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||
Notes, Loans and Financing Receivable, Net, Noncurrent | $ 594,520 | $ 576,769 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment, Gross | $ 24,044,591 | $ 20,469,470 |
Less: accumulated depreciation and amortization | (19,491,341) | (15,755,760) |
Total property and equipment, net | $ 4,553,250 | 4,713,710 |
Automobiles [Member] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Automobiles [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 10,744 | 10,744 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Furniture and Fixtures [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 139,857 | 139,857 |
Technology Equipment [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 17,520,435 | 17,020,421 |
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] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 4,716,816 | 2,899,794 |
Software Development [Member] | ||
Property, Plant and Equipment, Useful Life | 1 year | |
Software Development [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 1,656,739 | $ 398,654 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Capitalized Computer Software, Additions | $ 1,258,085 | $ 696,401 |
Software Development [Member] | ||
Amortization | $ 900,723 | $ 896,039 |
Long Term Investments (Details
Long Term Investments (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Long-term Investments | $ 0 | $ 3,230,208 |
Artilium Plc [Member] | ||
Equity Method Investment, Ownership Percentage | 100.00% |
Net Billings in Excess of Rev_2
Net Billings in Excess of Revenues (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Billings In Excess Of Costs Current | $ 927,780 | $ 242,986 |
Billings In Excess Of Costs | $ 242,986 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued selling, general and administrative expenses | $ 2,396,941 | $ 3,463,800 |
Accrued restructuring acquisition related costs | 1,885,194 | 0 |
Accrued cost of service | 1,070,099 | 413,942 |
Accrued taxes (including VAT) | 2,283,999 | 877,366 |
Accrued interest payable | 67,613 | 96,801 |
Other accrued expenses | 248,534 | 398,221 |
Total accrued expenses | $ 7,952,380 | $ 5,250,130 |
Accrued Expenses (Details Textu
Accrued Expenses (Details Textual) | Dec. 31, 2018USD ($) |
Accrued Income Taxes, Current | $ 93,883 |
Promissory Note and Unsecured_3
Promissory Note and Unsecured Convertible Promissory Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | $ (101,491) | |
Convertible Note Principal Amount, accelerated amortization | 678,372 | |
Long Term to Short Term re-allocation | 0 | |
Debt Discounts & Financing Costs | $ (106,967) | $ (683,848) |
Outstanding Balance at December 31, 2017 (in shares) | 956,463 | |
Warrants And Debt Conversion Feature, Agreement Amendments | (568,550) | |
Warrants And Debt Conversion Feature, Exercises And Conversions | (387,913) | |
Outstanding Balance at December 31, 2018 (in shares) | 0 | |
Total Long Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | $ (101,491) | |
Convertible Note Principal Amount, accelerated amortization | 678,372 | |
Long Term to Short Term re-allocation | 40,967 | |
Debt Discounts & Financing Costs | 0 | (617,848) |
Total Short Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 0 | |
Long Term to Short Term re-allocation | (40,967) | |
Debt Discounts & Financing Costs | (106,967) | (66,000) |
Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (105,000) | (165,000) |
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 60,000 | |
Convertible Debt [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (10,500) | (16,500) |
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 6,000 | |
9% Unsecured Convertible Note[Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | (59,340) | |
Convertible Note Principal Amount, accelerated amortization | 56,348 | |
Debt Discounts & Financing Costs | (106,967) | (103,975) |
9% Unsecured Convertible Note[Member] | Total Long Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | (59,340) | |
Convertible Note Principal Amount, accelerated amortization | 56,348 | |
Long Term to Short Term re-allocation | 40,967 | |
Debt Discounts & Financing Costs | 0 | (37,975) |
9% Unsecured Convertible Note[Member] | Total Short Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 0 | |
Long Term to Short Term re-allocation | (40,967) | |
Debt Discounts & Financing Costs | (106,967) | (66,000) |
9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Amortization of debt discount and deferred financing costs | (42,151) | |
Debt Discounts & Financing Costs, accelerated amortization | 622,023 | |
Debt Discounts & Financing Costs, Net Liability | 0 | (579,872) |
9% Saffelberg Note [Member] | Total Long Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | (42,151) | |
Convertible Note Principal Amount, accelerated amortization | 622,024 | |
Long Term to Short Term re-allocation | 0 | |
Debt Discounts & Financing Costs | 0 | (579,873) |
9% Saffelberg Note [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | 0 | (723,900) |
Convertible Note Principal Amount, accelerated amortization | 0 | |
Convertible Note Principal Amount, Net Liability | $ 723,900 | |
Unsecured convertible note | ||
Short-term Debt [Line Items] | ||
Outstanding Balance at December 31, 2017 (in shares) | 920,972 | |
Warrants And Debt Conversion Feature, Agreement Amendments | (471,267) | |
Warrants And Debt Conversion Feature, Exercises And Conversions | (410,205) | |
Outstanding Balance at December 31, 2018 (in shares) | 39,500 | |
Investor Warrants [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | $ 1,719 | 32,972 |
Amortization of debt discount and deferred financing costs | (26,104) | |
Debt Discounts & Financing Costs, accelerated amortization | (5,149) | |
Investor Warrants [Member] | 9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Amortization of debt discount and deferred financing costs | (30,155) | |
Debt Discounts & Financing Costs, accelerated amortization | (73,900) | |
Debt Discounts & Financing Costs, Net Liability | 0 | 104,055 |
7% Agent Warrants [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 534 | 4,170 |
Amortization of debt discount and deferred financing costs | (3,027) | |
Debt Discounts & Financing Costs, accelerated amortization | $ (609) | |
9% Convertible Note - Investors [Member] | Unsecured convertible note | ||
Short-term Debt [Line Items] | ||
Outstanding Balance at December 31, 2017 (in shares) | 61,029 | |
Warrants And Debt Conversion Feature, Agreement Amendments | 763 | |
Warrants And Debt Conversion Feature, Exercises And Conversions | (22,292) | |
Outstanding Balance at December 31, 2018 (in shares) | 39,500 | |
9% Convertible Note Other Investor [Member] | Unsecured convertible note | ||
Short-term Debt [Line Items] | ||
Outstanding Balance at December 31, 2017 (in shares) | 859,943 | |
Warrants And Debt Conversion Feature, Agreement Amendments | (472,030) | |
Warrants And Debt Conversion Feature, Exercises And Conversions | (387,913) | |
Outstanding Balance at December 31, 2018 (in shares) | 0 | |
Conversion Feature value [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | $ 1,237 | 9,561 |
Amortization of debt discount and deferred financing costs | (6,912) | |
Debt Discounts & Financing Costs, accelerated amortization | (1,412) | |
Conversion Feature value [Member] | 9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Amortization of debt discount and deferred financing costs | (11,996) | |
Debt Discounts & Financing Costs, accelerated amortization | (27,977) | |
Debt Discounts & Financing Costs, Net Liability | 0 | 39,973 |
Financing Costs [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 5,043 | $ 30,822 |
Amortization of debt discount and deferred financing costs | (23,297) | |
Debt Discounts & Financing Costs, accelerated amortization | $ (2,482) |
Promissory Note and Unsecured_4
Promissory Note and Unsecured Convertible Promissory Notes (Details Textual) - USD ($) | Jul. 11, 2018 | Jun. 29, 2018 | Dec. 31, 2018 | Dec. 31, 2016 | May 09, 2018 | Dec. 31, 2017 | Aug. 18, 2016 | Dec. 31, 2015 | Dec. 18, 2015 |
Short-term Debt [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 96,250 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 2.37 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.37 | $ 3.125 | |||||||
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 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 387,913 | 387,913 | |||||||
Notes Payable, Current | $ 681,220 | $ 0 | |||||||
Debt Instrument, Interest Rate During Period | 2.00% | ||||||||
Saffelberg Investment [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 723,900 | ||||||||
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 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 | ||||||||
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 | ||||||||
Debt Issuance Costs, Net | $ 467,568 | ||||||||
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 Featur_3
Warrant and Conversion Feature Liabilities (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | shares | 956,463 |
Agreement Amendments (in shares) | shares | (568,550) |
Exercises / Conversions (in shares) | shares | (387,913) |
Outstanding Balance at December 31, 2018 (in shares) | shares | 0 |
FMV as of December 31, 2017 | $ | $ 1,597,647 |
Agreement Amendments/ Conversions | $ | (1,911,380) |
Mark To Market Adjustment Ytd-2018 | $ | 313,733 |
FMV as of December 31, 2018 | $ | 0 |
FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2017 | $ | 170,744 |
Agreement Amendments/ Conversions | $ | (204,896) |
Mark To Market Adjustment Ytd-2018 | $ | 34,152 |
FMV as of December 31, 2018 | $ | 0 |
Other 9% Convertible Note Warrants [Member] | FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2017 | $ | 170,744 |
Agreement Amendments/ Conversions | $ | (204,896) |
Mark To Market Adjustment Ytd-2018 | $ | 34,152 |
FMV as of December 31, 2018 | $ | $ 0 |
Outstanding Liability Conversion Features [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | shares | 859,943 |
Agreement Amendments (in shares) | shares | (472,030) |
Exercises / Conversions (in shares) | shares | (387,913) |
Outstanding Balance at December 31, 2018 (in shares) | shares | 0 |
Outstanding Liability Conversion Features [Member] | 9% Convertible Note - Other Investor [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | shares | 859,943 |
Agreement Amendments (in shares) | shares | (472,030) |
Exercises / Conversions (in shares) | shares | (387,913) |
Outstanding Balance at December 31, 2018 (in shares) | shares | 0 |
Outstanding Liability Warrants [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | shares | 96,520 |
Agreement Amendments (in shares) | shares | (96,520) |
Exercises / Conversions (in shares) | shares | 0 |
Outstanding Balance at December 31, 2018 (in shares) | shares | 0 |
Outstanding Liability Warrants [Member] | Other 9% Convertible Note Warrants [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | shares | 96,520 |
Agreement Amendments (in shares) | shares | (96,520) |
Exercises / Conversions (in shares) | shares | 0 |
Outstanding Balance at December 31, 2018 (in shares) | shares | 0 |
FMV Conversion Feature [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2017 | $ | $ 1,426,903 |
Agreement Amendments/ Conversions | $ | (1,706,484) |
Mark To Market Adjustment Ytd-2018 | $ | 279,581 |
FMV as of December 31, 2018 | $ | 0 |
FMV Conversion Feature [Member] | 9% Convertible Note - Other Investor [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2017 | $ | 1,426,903 |
Agreement Amendments/ Conversions | $ | (1,706,484) |
Mark To Market Adjustment Ytd-2018 | $ | 279,581 |
FMV as of December 31, 2018 | $ | $ 0 |
Warrant and Conversion Featur_4
Warrant and Conversion Feature Liabilities (Details Textual) | Aug. 18, 2016USD ($) |
Saffelberg Investment [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt Instrument, Face Amount | $ 723,900 |
Other long-term payable (Detail
Other long-term payable (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other Long-term Debt, Noncurrent | $ 212,703 | $ 151,163 |
Related Party Loan (Details Tex
Related Party Loan (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related party loan | $ 341,998 | $ 0 |
Related Party Transaction, Rate | 8.00% | |
Share Holder [Member] | Artilium Plc [Member] | ||
Equity Method Investment, Ownership Percentage | 15.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2017USD ($) |
Derivative Liabilities | |
Derivative Liability | $ 1,597,647 |
Conversion Feature [Member] | |
Derivative Liabilities | |
Derivative Liability | 1,426,903 |
Warrant Liabilities [Member] | |
Derivative Liabilities | |
Derivative Liability | 170,744 |
Fair Value, Inputs, Level 1 [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 1 [Member] | Conversion Feature [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 1 [Member] | Warrant Liabilities [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | Conversion Feature [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | Warrant Liabilities [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Derivative Liabilities | |
Derivative Liability | 1,597,647 |
Fair Value, Inputs, Level 3 [Member] | Conversion Feature [Member] | |
Derivative Liabilities | |
Derivative Liability | 1,426,903 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liabilities [Member] | |
Derivative Liabilities | |
Derivative Liability | $ 170,744 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Warrants, Outstanding | 18,135,832 | 2,204,586 |
Number of Warrants, Issued | 196,750 | 25,696,801 |
Number of Warrants, Exercised | (14,463,097) | (7,362,786) |
Number of Warrants, Expirations | (80,003) | (2,402,769) |
Number of Warrants, Outstanding | 3,789,482 | 18,135,832 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2018 | Jun. 29, 2018 | May 09, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Outstanding | 3,789,482 | 18,135,832 | 2,204,586 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.37 | $ 3.125 | |||
Equity Warrants - Fundraising [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Outstanding | 3,789,482 | 18,039,312 | |||
Liability Warrants - Fundraising [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Outstanding | 0 | 96,520 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.8418 | ||||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2019 | ||||
Maximum [Member] | Equity Warrants - Fundraising [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.375 | ||||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2023 | ||||
Minimum [Member] | Equity Warrants - Fundraising [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.05 | ||||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2019 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | May 09, 2018 | Oct. 10, 2017 | Oct. 01, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 29, 2018 | Dec. 31, 2016 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||
Common Stock, Shares, Issued | 2,440,000 | 97,852,911 | 46,617,093 | |||||
Common Stock, Shares, Outstanding | 97,852,911 | 46,617,093 | ||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 51,235,818 | |||||||
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 | ||||||
Class of Warrant or Right, Outstanding | 3,789,482 | 18,135,832 | 2,204,586 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 96,250 | |||||||
Stock Issued During Period, Shares, New Issues | 4,107,714 | 2,453,400 | ||||||
Shares Issued, Price Per Share | $ 2.50 | |||||||
Proceeds from Warrant Exercises | $ 6,174,083 | $ 5,049,905 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 37,511,606 | 34,311,115 | ||||||
Stock Issued During the Period, Warrants Exercised | 11,111,780 | |||||||
Common Stock, Par or Stated Value Per Share | 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.125 | $ 2.37 | ||||||
Percentage of Exercise price over the Offering Price | 125.00% | 125.00% | ||||||
Cashless Exercise of Warrants | 8,826,567 | |||||||
Settlement of Debt | $ 375,857 | |||||||
Stock Issued During Period, Value, Stock Options Exercised | 59,220 | |||||||
Proceeds from Issuance of Common Stock | $ 1,569,750 | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,495,000 | |||||||
Sale of Stock, Price Per Share | $ 1.05 | |||||||
Proceeds from Issuance Initial Public Offering | $ 6,100,002 | 6,100,002 | $ 21,202,239 | |||||
Financing related fees | $ 700,817 | $ 700,817 | $ 0 | |||||
Placement Agent [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 196,750 | |||||||
Convertible Notes Payable [Member] | ||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 2,279,668 | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 410,205 | |||||||
Dawson James Securities Inc [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 74,750 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.3125 | |||||||
Consultants [Member] | ||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 234,553 | |||||||
Derivative Warrants [Member] | ||||||||
Class of Warrant or Right, Outstanding | 0 | 96,520 | ||||||
Derivative, Fair Value, Net | $ 0 | $ 170,744 | ||||||
Warrant [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,636,530 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 14,463,097 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 1.0847 | |||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Equity Instruments Other than Options Expirations In Period | 80,003 | |||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Equity Instruments Other than Options Non Exercised | 80,000 | |||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Equity Instruments Other than Options Eliminated due to Roundings | 3 |
Basic and diluted net loss pe_3
Basic and diluted net loss per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,457,536 | 24,223,099 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 39,500 | 920,972 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,789,482 | 18,135,832 |
Shares "Pending to be issued" [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 484,185 | 620,056 |
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 | 1,480,557 | 1,518,055 |
Time Conditioned Share Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,663,812 | 3,028,184 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - shares | Apr. 13, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2008 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Time Conditioned Share Awards | 494,452 | |||||||
Time Conditioned Share Awards [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Time Conditioned Share Awards | 1,000,000 | |||||||
2017 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number registered | 3,000,000 | 6,500,000 | ||||||
Total Registered under this plan | 3,500,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,141,172 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 59,220 | 0 | ||||||
Issued and Outstanding | 3,460,546 | 1,899,800 | ||||||
Options exercised | 1,999,685 | 1,971,800 | ||||||
Time Conditioned Share Awards | 494,452 | |||||||
Available for grant at December 31, 2018: | (594,615) | |||||||
2017 Long-Term Incentive Compensation Plan [Member] | Time Conditioned Share Awards [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Time Conditioned Share Awards | 1,023,604 | |||||||
Two Thousand And Eight Long Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number registered | 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 | 203,266 | 1,128,384 | 1,040,211 | |||||
Revoked/Expired and Outstanding | (925,118) | |||||||
Available for grant at December 31, 2018: | 921,910 | |||||||
April 13, 2018 Long term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total Registered under this plan | 3,000,000 | |||||||
2018 Long Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number registered | 8,000,000 | |||||||
Total Registered under this plan | 8,000,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,000,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |||||||
Issued and Outstanding | 7,000,000 | |||||||
Available for grant at December 31, 2018: | 6,000,000 | |||||||
2018 Long Term Incentive Compensation Plan [Member] | Time Conditioned Share Awards [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Time Conditioned Share Awards | 1,000,000 | |||||||
Employee Stock Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issued and Outstanding | 203,266 | |||||||
Revoked/Expired and Outstanding | (203,266) | |||||||
Employee Stock Option [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 59,220 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 3,139,617 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 59,220 | |||||||
Issued and Outstanding | 3,360,383 | |||||||
Options exercised | 1,560,746 | |||||||
Employee Stock Option [Member] | 2018 Long Term Incentive Compensation 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 | 1,000,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |||||||
Issued and Outstanding | 3,460,546 | |||||||
Options exercised | 0 | |||||||
Time Conditioned Share Awards | (1,023,604) | |||||||
Consultant [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 507,281 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 387,130 | |||||||
Consultant [Member] | Two Thousand And Eight Long Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 326,140 | |||||||
Consultant [Member] | 2018 Long Term Incentive Compensation 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 | 0 | |||||||
Directors And Officers [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 | 1,000,000 | |||||||
Directors And Officers [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 2,573,116 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,141,172 | |||||||
Directors And Officers [Member] | Two Thousand And Eight Long Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 693,400 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 42,400 | |||||||
Directors And Officers [Member] | 2018 Long Term Incentive Compensation 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 | 1,000,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
2008 Long Term Incentives Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding | 1,128,384 | 1,040,211 |
Number of Options, Revoked (cancelled) in 2018 | (786,697) | |
Number of Options, Granted | 213,700 | |
Number of Options, Forfeitures (Pre-vesting) | (175) | 15,024 |
Number of Options, Expirations (Post-vesting) | (138,246) | (140,551) |
Number of Options, Outstanding | 203,266 | 1,128,384 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 9.40 | $ 13.35 |
Weighted Average Exercise Price, Granted (in dollars per share) | 2.10 | |
Weighted Average Exercise Price, Exercised (with delivery of shares) (in dollars per share) | 10.74 | |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) (in dollars per share) | 3.07 | 3.72 |
Weighted Average Exercise Price, Expirations (Post-vesting) (in dollars per share) | 25.60 | 27.65 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | 10.74 | $ 9.40 |
Weighted Average Exercise Price, Revoked (cancelled) in 2018 | $ 6.33 | |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 6,854,195 | $ 8,836,640 |
Initial Fair Market Value, Revoked (cancelled) in 2018 | (3,494,552) | |
Initial Fair Market Value (Outstanding Options), Granted | 293,720 | |
Initial Fair Market Value (Outstanding Options), Forfeitures (Pre-vesting) | (353) | (55,232) |
Initial Fair Market Value (Outstanding Options), Expirations (Post-vesting) | (1,996,852) | (2,220,933) |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 1,362,438 | $ 6,854,195 |
2017 Long-Term Incentive Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding | 1,899,800 | 0 |
Number of Options, Granted | 1,999,685 | 1,971,800 |
Number of Options, Exercised (with delivery of shares) | (59,220) | |
Number of Options, Forfeitures (Pre-vesting) | (374,663) | (72,000) |
Number of Options, Expirations (Post-vesting) | (5,056) | |
Number of Options, Outstanding | 3,460,546 | 1,899,800 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 1 | $ 0 |
Weighted Average Exercise Price, Granted (in dollars per share) | 2.51 | 1 |
Weighted Average Exercise Price, Exercised (with delivery of shares) (in dollars per share) | 1 | |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) (in dollars per share) | 1.59 | 1 |
Weighted Average Exercise Price, Expirations (Post-vesting) (in dollars per share) | 1 | |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 1.81 | $ 1 |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 1,052,826 | $ 0 |
Initial Fair Market Value (Outstanding Options), Granted | 3,356,202 | 1,092,507 |
Initial Fair Market Value (Outstanding Options), Exercised (with delivery of shares) | (59,220) | |
Initial Fair Market Value (Outstanding Options), Forfeitures (Pre-vesting) | (792,724) | (39,681) |
Initial Fair Market Value (Outstanding Options), Expirations (Post-vesting) | (5,056) | |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 3,552,028 | $ 1,052,826 |
Employee Benefit Plan (Detail_2
Employee Benefit Plan (Details 2) - 2017 Long-Term Incentive Compensation Plan [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Grants | ||
During the year | 1,999,685 | 1,971,800 |
Weighted Average Annual Volatility | 130.00% | 93.00% |
Weighted Average Cumulative Volatility | 216.00% | 156.00% |
Weighted Average Contractual Life of grants (Years) | 4 years 25 days | 3 years 11 months 26 days |
Weighted Average Expected Life of grants (Years) | 2 years 9 months 14 days | 2 years 10 months 2 days |
Weighted Average Risk Free Interest Rate | 2.6928% | 1.4906% |
Dividend yield | 0.00% | 0.00% |
Weighted Average Fair Value at Grant-date | $ 1.678 | $ 0.553 |
Options Outstanding | ||
Total Options Outstanding | 3,460,546 | 1,899,800 |
Weighted Average Remaining Contractual Life (Years) | 2 years 11 months 23 days | 3 years 6 months 4 days |
Weighted Average Remaining Expected Life (Years) | 1 year 10 months 2 days | 2 years 4 months 6 days |
Weighted Average Exercise Price | $ 1.81 | $ 1 |
Aggregate Intrinsic Value (all options) | $ (401,021) | $ 2,032,786 |
Options Exercisable | ||
Total Options Exercisable | 841,053 | 0 |
Weighted Average Exercise Price | $ 1 | $ 0 |
Weighted Average Remaining Contractual Life (Years) | 2 years 2 months 26 days | 0 years |
Aggregate Intrinsic Value | $ 580,327 | $ 0 |
Unvested Options | ||
Total Unvested Options | 2,619,493 | 1,899,800 |
Weighted Average Exercise Price | $ 2.06 | $ 1 |
Forfeiture rate used for this period ending (staff only) | 11.247% | 3.651% |
Options expected to vest | ||
Number of options expected to vest corrected by forfeiture | 2,324,885 | 1,830,429 |
Unrecognized stock-based compensation expense | $ 2,448,790 | $ 866,889 |
Weighting Average remaining contract life (Years) | 2 years 10 months 10 days | 3 years 4 months 17 days |
Exercises | ||
Total shares delivered/issued | 59,220 | 0 |
Weighted Average Exercise Price | $ 1 | $ 0 |
Intrinsic Value of Options Exercised | $ 101,084 | $ 0 |
In Money Options [Member] | ||
Options Outstanding | ||
Aggregate Intrinsic Value (all options) | 1,723,086 | 2,032,786 |
Options Exercisable | ||
Aggregate Intrinsic Value | $ 580,327 | $ 0 |
Employee Benefit Plan (Detail_3
Employee Benefit Plan (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 6,582,286 | $ 4,289,033 |
Consultancy Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 422,307 | 674,553 |
Directors and Officers (shares and options) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 5,360,160 | 3,070,520 |
Employees (shares and options) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 799,819 | $ 543,960 |
Employee Benefit Plan (Detail_4
Employee Benefit Plan (Details Textual) - USD ($) | Apr. 13, 2018 | Sep. 12, 2014 | Sep. 14, 2011 | Dec. 17, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2008 | Oct. 10, 2018 | Jun. 29, 2018 | May 09, 2018 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Allocated Share-based Compensation Expense | $ 6,582,286 | $ 4,289,033 | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 387,130 | |||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 494,452 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.37 | $ 3.125 | ||||||||||||
Common Stock, Shares, Issued | 97,852,911 | 46,617,093 | 2,440,000 | |||||||||||
2008 Long-Term Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Allocated Share-based Compensation Expense | $ 2,448,790 | |||||||||||||
2017 Long-Term Incentive Compensation Plan [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 | 3,000,000 | 6,500,000 | ||||||||||||
Total registered under this plan | 3,500,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,141,172 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,999,685 | 1,971,800 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.51 | |||||||||||||
Share Based Compensation Arrangements By Share Based Payment Award Options Grants In Period Fair Value | $ 3,356,202 | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2,448,790 | $ 866,889 | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 494,452 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,460,546 | 1,899,800 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 1 | $ 0 | ||||||||||||
2008 Long-Term Incentive Compensation Plan [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 | 400,000 | 920,000 | 720,000 | 200,000 | ||||||||||
Total registered under this plan | 2,240,000 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.10 | |||||||||||||
Share Based Compensation Arrangements By Share Based Payment Award Options Grants In Period Fair Value | $ 293,720 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 175 | (15,024) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 203,266 | 1,128,384 | 1,040,211 | |||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 10.74 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 138,246 | 140,551 | ||||||||||||
Share based Compensation Arrangement By Share based Payment Award Revoked In Period | (786,697) | |||||||||||||
2018 Long-Term Incentive Compensation Plan [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 | 8,000,000 | |||||||||||||
Total registered under this plan | 8,000,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,000,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 7,000,000 | |||||||||||||
Common Stock, Shares, Issued | 8,000,000 | |||||||||||||
Minimum [Member] | 2008 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 3.705 | |||||||||||||
Maximum [Member] | 2008 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 62.50 | |||||||||||||
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 | 200,000 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 234,553 | 248,396 | ||||||||||||
Common Stock [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Total registered under this plan | 6,500,000 | |||||||||||||
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 | 400,000 | 200,000 | 920,000 | |||||||||||
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 | 2,240,000 | 1,840,000 | 920,000 | |||||||||||
Management [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 | 42,400 | |||||||||||||
Management [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 227,784 | |||||||||||||
Board of Directors [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 266,668 | |||||||||||||
Staff [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 59,220 | |||||||||||||
Staff [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,460,546 | |||||||||||||
Restricted Stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Allocated Share-based Compensation Expense | $ 603,547 | |||||||||||||
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 | 6,582,286 | $ 2,006,173 | ||||||||||||
Restricted Stock [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Allocated Share-based Compensation Expense | 3,909,539 | 437,340 | ||||||||||||
Restricted Stock [Member] | 2008 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Allocated Share-based Compensation Expense | $ 1,845,520 | |||||||||||||
Restricted Stock [Member] | 2018 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Allocated Share-based Compensation Expense | 1,980,000 | |||||||||||||
Employee Stock Option [Member] | 2008 Long-Term Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Line Items] | ||
Domestic | $ (25,371,790) | $ (11,993,500) |
Foreign | 12,253,300 | (362,274) |
Total loss before income tax provision | $ (13,118,490) | $ (12,355,774) |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 81,378 | 107,205 |
Current Income Tax Expense (Benefit), Total | 81,378 | 107,205 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | (225,218) | 0 |
Income tax expense | (225,218) | |
Income tax (benefit)/ expense | $ (143,840) | $ 107,205 |
Income taxes (Details 2)
Income taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Line Items] | ||
Tax expense (credit) at statutory rate federal | 21.00% | 34.00% |
Foreign income tax rate difference | 0.00% | (3.00%) |
GILTI | (9.00%) | 0.00% |
Change in valuation allowance | (11.00%) | (32.00%) |
Income tax (benefit)/ expense | 1.00% | (1.00%) |
Income taxes (Details 3)
Income taxes (Details 3) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax attributable to: | ||
Net Operating Losses | $ 34,196,356 | $ 35,524,856 |
Less: valuation allowance | (31,432,246) | (35,524,856) |
Total deferred tax assets | 2,717,110 | 0 |
Deferred tax liabilities attributable to: | ||
Intangibles assets | (10,009,309) | 0 |
Deferred revenue | (1,123,626) | 0 |
Total deferred tax liabilities | (11,132,935) | 0 |
Net deferred tax liabilities | $ (8,415,825) | $ 0 |
Income taxes (Details Textual)
Income taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Oct. 01, 2018 | |
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards | $ 145,000,000 | $ 109,000,000 | |
Liability for Uncertainty in Income Taxes, Current | 0 | 246,370 | |
Current Income Tax Expense (Benefit) | $ 81,378 | $ 107,205 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 34.00% | |
Maximum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||
Minimum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
Federal And State Jurisdiction [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards | $ 72,000,000 | $ 57,000,000 | |
Current Income Tax Expense (Benefit) | 100,000 | ||
Foreign Tax Authority [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards | 73,000,000 | ||
Current Income Tax Expense (Benefit) | 200,000 | ||
Other Foreign Jurisdictions [Member] | |||
Income Tax Disclosure [Line Items] | |||
Current Income Tax Expense (Benefit) | $ 100,000 | ||
Artilium Acquisition [Member] | |||
Income Tax Disclosure [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | $ 8,600,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | Jun. 09, 2017 | May 05, 2017 | Jun. 29, 2017 | Nov. 18, 2016 |
Loss Contingencies [Line Items] | ||||
Loss Contingency Amount Payable to Plaintiff Description | the parties entered into a settlement agreement for the full $817,822 with agreed-upon monthly installment payments through August 31, 2019 | |||
Mr Victor Bozzo [Member] | ||||
Loss Contingencies [Line Items] | ||||
Retirement Benefits, Description | the Company will pay Mr. Bozzo 12 months’ salary at the rate of his salary as of such termination | |||
Unpaid Legal Fees [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Sought, Value | $ 817,822 | |||
telSPACE -vs- Elephant Talk et al. [Member] | ||||
Loss Contingencies [Line Items] | ||||
Litigation Settlement, Amount Awarded to Other Party | $ 510,916 |
Geographic Information (Details
Geographic Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues from unaffiliated customers | $ 32,435,736 | $ 13,547,507 | [1] |
Identifiable assets | 161,041,166 | 25,326,033 | |
Europe [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues from unaffiliated customers | 24,600,456 | 12,428,942 | [1] |
Identifiable assets | 154,236,839 | 7,214,217 | |
Other Foreign Countries [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues from unaffiliated customers | 7,835,280 | 1,118,565 | |
Identifiable assets | $ 6,804,327 | $ 18,111,816 | |
[1] | As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Concentrations (Details Textual
Concentrations (Details Textual) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Customer One [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 40.00% | |
Customer Two [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 47.30% | 49.70% |
Customer Two [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 96.90% | |
Customer Two [Member] | Unbilled Revenues [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 47.20% | 23.90% |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Liabilities: | |||
Goodwill | $ 91,773,911 | $ 0 | |
Artilium Board [Member] | |||
Purchase consideration: | |||
Cash consideration | $ 6,248,184 | 8,142,000 | |
Seller notes | 112,535,000 | ||
Purchase price allocation | 120,677,000 | ||
Assets | |||
Current and long term assets | 4,726,000 | ||
Intangible assets | 40,800,000 | ||
TOTAL ASSETS | 45,526,000 | ||
Liabilities: | |||
Current and long-term liabilities | 7,982,000 | ||
Deferred tax liabilities | 8,641,000 | ||
Total liabilities | 16,623,000 | ||
Estimated fair value of net assets acquired | 28,903,000 | ||
Goodwill | $ 91,774,000 |
Business Combinations (Details
Business Combinations (Details 1) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Artilium Board [Member] | |
Estimated Fair Value | $ 40,800 |
Technology | |
USeful life (yeras) | 6 years |
Technology | Artilium Board [Member] | |
Estimated Fair Value | $ 20,600 |
Customer relationships | |
USeful life (yeras) | 18 years |
Customer relationships | Artilium Board [Member] | |
Estimated Fair Value | $ 16,800 |
Tradename | |
USeful life (yeras) | 5 years |
Tradename | Artilium Board [Member] | |
Estimated Fair Value | $ 3,400 |
Business Combinations (Detail_2
Business Combinations (Details Textual) $ / shares in Units, € in Millions | Jun. 07, 2018USD ($)$ / sharesshares | Jun. 07, 2018EUR (€)shares | Jun. 06, 2018$ / shares | Oct. 01, 2018USD ($)shares | Sep. 30, 2018shares | Dec. 31, 2018USD ($)shares |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 37,511,606 | 34,311,115 | ||||
Stock Issued During Period, Shares, New Issues | 4,107,714 | 2,453,400 | ||||
Business Combination Shares Cancelled | 3,200,332 | |||||
Artilium Board [Member] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 0.1016 | 0.1016 | ||||
Business Combination Cash Consideration Payable | $ / shares | $ 1.9 | |||||
Business Combination Acquisition value | $ / shares | $ 19.55 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 104,700,000 | € 78 | ||||
Share Price | $ / shares | $ 2.33 | |||||
Business Combination Exchange Rate Description | 1.3413: £1 | |||||
Stock Issued During Period, Shares, New Issues | 4,107,714 | |||||
Business Combination Shares Cancelled | 3,200,332 | |||||
Description of Foreign currency Issuance | The Company also paid 6,248,184 pounds or $8,142,009 | |||||
Payments to Acquire Businesses, Gross | $ | $ 6,248,184 | $ 8,142,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Related Party Transaction, Retainage Fee | $ 5,000 | |
Payment for Management Fee | 155,112 | $ 66,114 |
Due To Related Parties Non current | $ 341,998 | $ 0 |
Related Party Transaction, Rate | 8.00% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Feb. 12, 2019 | Feb. 26, 2019 | Oct. 01, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 29, 2018 |
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 96,250 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 37,511,606 | 34,311,115 | ||||||
Repayments of Secured Debt | $ 11,000,000 | $ 7,640,000 | $ 0 | $ 10,081,836 | ||||
Stock Issued During Period, Shares, New Issues | 4,107,714 | 2,453,400 | ||||||
IPass [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 9,865,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business Acquisition, Transaction Costs | $ 150,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 325,000 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | |||||||
Debt Instrument, Fee Amount | $ 885,000 | |||||||
Description of Prepayment Condition | The Loan is subject to prepayment upon the receipt of proceeds outside the ordinary course of business in excess of $1,000,000 | |||||||
Line of Credit Facility, Commitment Fee Percentage | 1.00% | |||||||
Line Of Credit Facility Discount Rate Description | The initial $25,000,000 loan is reduced by an original issue discount of (i) 0.75% of $25,000,000 and (ii) 1.25% of $50,000,000, and any additional loans will be reduced by an original issue discount of 0.75% of the funded amounts. | |||||||
Line of Credit Facility, Covenant Terms | The Credit Agreement also contains affirmative and negative covenants with respect to operation of the business and properties of the Company as well as financial performance, including requirements to maintain a minimum of $2,000,000 of unrestricted cash | |||||||
Subsequent Event [Member] | Post Road Group Debt Facility [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Description of Variable Rate Basis | 8.5% plus Libor | |||||||
Long-term Line of Credit | $ 25,000,000 | |||||||
Debt Instrument Description Of Variable Rate Basis On Non Compliance Of Debt Conditions | 11.5% plus Libor | |||||||
Line of Credit Facility, Interest Rate Description | The interest shall be due and payable monthly in cash in arrears, provided, however, that the Company may elect to pay any or all of the interest in the form of PIK interest due and payable at maturity at a maximum percentage per year equal to (a) through and including the first anniversary of the initial funding date, 3%, (b) after the first anniversary of the initial funding date through and including the second anniversary of the initial funding date, 2%, and (c) after the second anniversary of the initial funding date, 1%. | |||||||
Stock Issued During Period, Shares, New Issues | 425,000 | |||||||
Additional Common Stock Shares Issued | 200,000 | |||||||
Subsequent Event [Member] | IPass [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | |||||||
Debt Instrument, Description of Variable Rate Basis | i) Federal Funds Rate plus 0.5%, ii) the Prime Rate, iii) the sum of the LIBOR in effect plus 1.0%, or iv) 2.0%. During the first 18 months following the closing date, payments under the Loan are interest-only, | |||||||
Percentage of Interest Paid in Kind | 5.50% | |||||||
Percentage of Fee for Prepayemnt of term Loan | 5.00% | |||||||
Subsequent Event [Member] | Fortress Credit Corp [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business Combination Repayment of Assumed Debt | $ 11,000,000 | |||||||
Subsequent Event [Member] | Secured Debt [Member] | Post Road Group Debt Facility [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 50,000,000 | |||||||
Long-term Line of Credit | 25,000,000 | |||||||
Line of Credit Facility, Increase (Decrease), Net | $ 5,000,000 | |||||||
Debt Instrument, Maturity Date | Feb. 26, 2022 |