Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 15, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SITO MOBILE, LTD. | |
Entity Central Index Key | 1,157,817 | |
Trading Symbol | SITO | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 on Form 10-Q/A ("Amendment No. 1") amends the Quarterly Report on Form 10-Q of SITO Mobile, Ltd. (the "Company") for the quarterly period ended September 30, 2017, as originally filed with the U.S. Securities and Exchange Commission (the "SEC") on November 14, 2017 (the "Original Filing"). As previously disclosed in a Current Report on Form 8-K filed with the SEC on April 2, 2018 and described in more detail below and in Note 18 of the Notes to Condensed Consolidated Unaudited Financial Statements, we determined that we had improperly accounted for certain items. As a result of the improper accounting for those items, the Audit Committee of the Company's Board of Directors (the "Audit Committee"), after considering the recommendations of the Company's management and consulting with BDO USA, LLP, the Company's independent registered public accounting firm, concluded that the Company's unaudited condensed consolidated financial statements included in the Original Filing should not be relied upon. To correctly account for the items described below and in Note 18 of the Notes to Condensed Consolidated Unaudited Financial Statements, we are amending the Original Filing to provide restated condensed consolidated unaudited financial statements as of and for the quarterly periods ended September 30, 2017 and to amend related disclosures. As previously disclosed, (i) approximately $300,000 in fees associated with the Company's direct registered offering of common stock in July 2017 were incorrectly classified as general and administrative expenses but should have been recorded as a charge against equity as these expenses directly related to the public offering of common stock; (ii) the Audit Committee determined that the 320,000 warrants issued by the Company in connection with its direct registered offering of common stock in July 2017, which were initially accounted for as equity, should have been accounted for as a liability under generally accepted accounting principles because of the inherent risk that unknown future effects could compromise the ability of the Company to maintain an effective registration statement for the shares of common stock underlying such warrants; and (iii) the Audit Committee determined that the licensing revenue from the Company's licensing arrangement with Personalized Media Communications, LLC (the "JV License") should have been recorded as Earnings from Joint Venture rather than top-line revenue and that the renewal of the JV License in June 2017 resulted in the JV License becoming a perpetual license under generally acceptable accounting principles, requiring upfront recognition of an approximately $4,500,000 pre-payment. Additionally, approximately $350,000 of operating cash flows was reclassed to investing activities. The Company reclassified $315,931 of fees associated with its direct registered offering of common stock in July 2017 from general and administrative to additional paid-in capital for each of the three and nine months ended September 30, 2017. For the three and nine months ended September 30, 2017, the Company recognized the fair value of warrants, in connection with its direct registered offering of common stock in July 2017, of $1,061,578 as a liability offset against additional paid-in capital in July 2017. The Company measures the fair value on a recurring basis each reporting period for these warrants and for each of the three and nine months ended September 30, 2017, recorded a net loss on revaluation of the warrants of $636,456. The Company previously recognized licensing revenue that should have been recorded as Earnings from Joint Venture that required reversing entries of $26,815 for the three months ended June 30, 2017 and $85,069 for the three months ended September 30, 2017. The JV License became perpetual in June 2017, and the Company recorded an entry of $1,350,000 for the three months ended June 30, 2017. The Company's management has concluded that the adjustments to correctly account for these items reflect a material weakness in the Company's internal controls over financial reporting caused by an insufficient complement of finance and accounting resources within the organization to ensure the proper application of U.S. generally accepted accounting principles relating to the Company's complex non-routine transactions. For a description of the material weakness in the Company's internal control over financial reporting identified by management as a result of the improper accounting of these items and management's plan to remediate this material weakness, see Part I Item 4 (Controls and Procedures). For ease of reference, this Amendment No. 1 amends and restates the Original Filing in its entirety. Revisions to the Original Filing have been made to the following sections: Part I Item 1 (Financial Statements) Part I Item 2 (Management's Discussion and Analysis of Financial Condition and Results of Operations) Part I Item 4 (Controls and Procedures) Part II Item 6 (Exhibits) In addition, as required by Rule 12b-15, the Company's principal executive officer and the Company's principal financial officer are providing new currently dated certifications. Accordingly, the Company hereby amends Part II Item 6 (Exhibits) in the Original Filing to reflect the filing or furnishing, as applicable, of the new certifications, to correctly indicate that Exhibits 32.1 and 32.2 are to be furnished herewith and to file various exhibits related to XBRL. Except as described above, this Amendment No. 1 does not amend, update or change any other items in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof except for disclosure of the Company's assessment of its ability to continue as a going concern identified and disclosed in the Company's quarterly report on Form 10-Q for the period ended September 30, 2018. As such, this Amendment No. 1 speaks only as of the date the Original Filing was filed, and the Company has not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events (other than the assessment of the Company's assessment of its ability to continue as a going concern) and any forward-looking statements represent management's views as of the date of the Original Filing and should not be assumed to be accurate as of any date thereafter. Accordingly, this Amendment No. 1 should be read in conjunction with the Company's filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings. | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 25,437,536 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 2,585,453 | $ 8,744,545 |
Accounts receivable, net | 12,975,448 | 8,842,256 |
Other prepaid expenses | 1,410,624 | 229,039 |
Assets from discontinued operations, net | 14,861 | 870,716 |
Total current assets | 16,986,386 | 18,686,556 |
Property and equipment, net | 468,308 | 410,688 |
Other assets | ||
Capitalized software development costs, net | 1,666,814 | 1,698,992 |
Intangible assets: | ||
Patents | 746,075 | 461,730 |
Patent applications cost | 854,088 | |
Other intangible assets, net | 1,235,757 | 1,439,007 |
Goodwill | 6,444,225 | 6,444,225 |
Other assets including security deposits | 92,420 | 150,038 |
Total other assets | 10,185,291 | 11,048,080 |
Total assets | 27,639,985 | 30,145,324 |
Current liabilities | ||
Accounts payable | 6,261,331 | 3,184,237 |
Accrued expenses | 3,282,101 | 2,180,944 |
Deferred revenue, current portion | 1,502,539 | 245,407 |
Current obligations under capital lease | 3,642 | 3,446 |
Note payable, net - current portion | 2,896,893 | |
Warrant liability | 1,698,034 | |
Liabilities from discontinued operations, net | 170,225 | 607,236 |
Total current liabilities | 12,917,872 | 9,118,163 |
Long-term liabilities | ||
Obligations under capital lease | 2,756 | |
Note payable, net | 3,952,827 | |
Total long-term liabilities | 3,955,583 | |
Total liabilities | 12,917,872 | 13,073,746 |
Commitments and contingencies - See notes 16 | ||
Stockholders' Equity | ||
Preferred stock, $.0001 par value, 5,000,000 shares authorized; none outstanding | ||
Common stock, $.001 par value; 100,000,000 shares authorized, 20,950,460 shares issued and outstanding as of September 30, 2017 and $.001 par value; 100,000,000 shares authorized, 20,681,047 shares issued and outstanding as of December 31, 2016 | 21,949 | 20,680 |
Additional paid-in capital | 163,771,577 | 157,829,709 |
Accumulated deficit | (149,071,413) | (140,778,811) |
Total stockholders' equity | 14,722,113 | 17,071,578 |
Total liabilities and stockholders' equity | $ 27,639,985 | $ 30,145,324 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,950,460 | 20,681,047 |
Common stock, shares outstanding | 20,950,460 | 20,681,047 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue | ||||
Media placement | $ 10,916,126 | $ 8,424,099 | $ 28,163,712 | $ 21,583,479 |
Licensing and royalties | 70,726 | 127,196 | 130,653 | 388,561 |
Total revenue | 10,986,852 | 8,551,295 | 28,294,365 | 21,972,040 |
Costs and Expenses | ||||
Cost of revenue | 5,342,189 | 3,759,675 | 14,364,112 | 9,973,728 |
Sales and marketing | 3,395,943 | 2,870,828 | 10,607,985 | 7,685,561 |
General and administrative | 3,416,253 | 1,356,537 | 9,834,685 | 4,236,541 |
Depreciation and amortization | 713,903 | 153,696 | 996,590 | 458,072 |
Total costs and expenses | 12,868,288 | 8,140,736 | 35,803,372 | 22,353,902 |
(Loss) income from operations | (1,881,436) | 410,559 | (7,509,007) | (381,862) |
Other Income (Expense) | ||||
Earnings from joint venture | 1,464,754 | |||
Loss on revaluation of warrant liability | (636,456) | (636,456) | ||
Interest expense | (555,288) | (436,782) | (1,299,049) | (1,321,673) |
Net loss before income taxes | (3,073,180) | (26,223) | (7,979,758) | (1,703,535) |
Provision for income taxes | ||||
Net loss from continuing operations | (3,073,180) | (26,223) | (7,979,758) | (1,703,535) |
Discontinued Operations | ||||
Income (loss) from operations of discontinued component | 2,788 | 527,723 | (312,844) | 1,759,594 |
Net income (loss) from discontinued operations | 2,788 | 527,723 | (312,844) | 1,759,594 |
Net (loss) income | $ (3,070,392) | $ 501,500 | $ (8,292,602) | $ 56,059 |
Basic net income (loss) income per share | ||||
Continuing operations | $ (0.14) | $ 0 | $ (0.38) | $ (0.10) |
Discontinued operations | 0 | 0.03 | (0.01) | 0.10 |
Basic net loss per share | $ (0.14) | $ 0.03 | $ (0.39) | $ 0 |
Basic weighted average shares outstanding | 21,597,130 | 17,433,011 | 20,994,017 | 17,714,960 |
Diluted earnings (loss) per share | ||||
Continuing operations | $ 0 | $ (0.09) | ||
Discontinued operations | 0.03 | 0.09 | ||
Diluted net earnings per share | $ 0.03 | $ 0 | ||
Diluted weighted average shares outstanding | 19,573,308 | 19,762,037 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2015 | $ 5,180,578 | $ 17,156 | $ 144,538,247 | $ (139,374,825) |
Beginning balance, Shares at Dec. 31, 2015 | 17,157,520 | |||
Issuance of common stock and warrants, net | 10,320,001 | $ 3,067 | 10,316,934 | |
Issuance of common stock and warrants, net, Shares | 3,066,667 | |||
Shares issued on exercise of stock options | 1,069,073 | $ 257 | 1,068,816 | |
Shares issued on exercise of stock options, Shares | 256,860 | |||
Compensation recognized on option grants | 1,337,912 | 1,337,912 | ||
Issuance of stock for restructuring of debt | 568,000 | $ 200 | 567,800 | |
Issuance of stock for restructuring of debt, Shares | 200,000 | |||
Net (loss) for the period | (1,403,986) | (1,403,986) | ||
Ending balance at Dec. 31, 2016 | 17,071,578 | $ 20,680 | 157,829,709 | (140,778,811) |
Ending balance, Shares at Dec. 31, 2016 | 20,681,047 | |||
Issuance of common stock and warrants, net | 4,622,491 | $ 1,200 | 4,621,291 | |
Issuance of common stock and warrants, net, Shares | 1,200,000 | |||
Shares issued on exercise of stock options | 2,500 | $ 69 | 2,431 | |
Shares issued on exercise of stock options, Shares | 69,413 | |||
Compensation recognized on option grants | 1,262,267 | 1,262,267 | ||
Compensation recognized on restricted stock units | 55,879 | 55,879 | ||
Net (loss) for the period | (8,292,602) | (8,292,602) | ||
Ending balance at Sep. 30, 2017 | $ 14,722,113 | $ 21,949 | $ 163,771,577 | $ (149,071,413) |
Ending balance, Shares at Sep. 30, 2017 | 21,950,460 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows from Operating Activities | ||
Net (loss) income | $ (8,292,602) | $ 56,059 |
Less: income (loss) from discontinued operations, net of tax | (312,844) | 1,759,594 |
Net loss from continuing operations | (7,979,758) | (1,703,535) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 113,516 | 99,489 |
Amortization expense - software development costs | 666,876 | 463,547 |
Amortization expense - patents | 679,823 | 150,863 |
Amortization expense - discount of debt | 794,548 | 570,267 |
Amortization expense - deferred costs | 37,676 | 31,093 |
Amortization expense - intangible assets | 203,250 | 207,720 |
Provision for bad debt | 282,072 | 336,204 |
Loss on disposition of assets | 6,024 | |
Stock option compensation expense | 1,261,777 | 931,197 |
Restricted stock compensation expense | 55,879 | |
Loss on revaluation of derivative warrant liability | 636,456 | |
Changes in operating assets and liabilities: | ||
(Increase) in accounts receivable, net | (4,415,265) | (3,903,047) |
(Increase) in prepaid expenses | (1,181,585) | (160,481) |
Decrease (increase) in other assets | 19,942 | (9,965) |
Increase (decrease) in accounts payable | 3,077,091 | (459,638) |
Increase in accrued expenses | 1,101,153 | 611,514 |
Increase (decrease) in deferred revenue | 1,257,132 | (96,129) |
(Decrease) increase in accrued interest | (727,604) | 190,502 |
Net cash used in operating activities - continuing operations | (4,110,997) | (2,740,401) |
Net cash (used in) provided by operating activities - discontinued operations | (206,456) | 2,170,685 |
Net cash used in operating activities | (4,317,453) | (569,716) |
Cash Flows from Investing Activities | ||
Patents and patent applications costs | (110,079) | (133,877) |
Purchase of property and equipment | (204,157) | (23,197) |
Proceeds from sale of property and equipment | 27,000 | |
Capitalized software development costs | (634,696) | (769,096) |
Net cash used in investing activities - continuing operations | (921,932) | (926,170) |
Net cash provided by (used in) investing activities - discontinued operations | 312,947 | (304,960) |
Net cash used in investing activities | (608,985) | (1,231,130) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock and warrants | 6,000,000 | 10,320,001 |
Proceeds from exercise of stock options | 2,500 | 703,604 |
Stock issuance costs | (315,931) | (1,180,000) |
Restructuring of debt | (100,000) | |
Principal reduction on obligation under capital lease | (2,559) | (888) |
Principal reduction on repayment of debt | (6,916,664) | (1,891,668) |
Net cash (used in) provided by financing activities - continuing operations | (1,232,654) | 9,031,049 |
Net cash used in financing activities - discontinued operations | (8,500) | |
Net cash (used in) provided by financing activities | (1,232,654) | 9,022,549 |
Net (decrease) increase in cash and cash equivalents | (6,159,092) | 7,221,704 |
Cash and cash equivalents - beginning of period | 8,744,545 | 2,615,184 |
Cash and cash equivalents - ending of period | 2,585,453 | 9,836,888 |
Supplemental Information: | ||
Interest expense paid | 843,662 | 529,895 |
Income taxes paid | $ 843,662 | $ 529,895 |
Organization, History and Busin
Organization, History and Business | 9 Months Ended |
Sep. 30, 2017 | |
Organization, History and Business [Abstract] | |
Organization, History and Business | 1. Organization, History and Business SITO Mobile, Ltd. (“the Company”) was incorporated in Delaware on May 31, 2000, under its original name, Hosting Site Network, Inc. On May 12, 2008, the Company’s name was changed to Single Touch Systems, Inc. and on September 26, 2014, the Company’s name was changed to SITO Mobile, Ltd. Amendments to Articles of Incorporation or Bylaws On March 1, 2016, the Company amended its Certificate of Incorporation to reduce the number of authorized shares of common stock from 300,000,000 to 100,000,000 shares. On June 1, 2017, the Company amended and restated its Bylaws pursuant to a written consent of the Company’s stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware. On August 22, 2017, the Company amended and restated its Bylaws pursuant to a written consent of the Company’s stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware. On October 25, 2017, the Company amended the Company’s Bylaws pursuant to a written consent of the Company’s stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware. Change in Fiscal Year On May 5, 2016, the Company elected to transition from a September 30 year-end to a December 31 year-end. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Reclassification Certain reclassifications have been made to conform the 2016 amounts to the 2017 classifications for comparative purposes. Principles of Consolidation The accompanying consolidated financial statements include the accounts of SITO Mobile, Ltd. and its wholly-owned subsidiaries, SITO Mobile Solutions Inc., SITO Mobile R&D IP, LLC, SITO Mobile Media Inc. and DoubleVision Networks Inc. (“DoubleVision”). Intercompany transactions and balances have been eliminated in consolidation. Basis of Presentation Our consolidated financial statements include our accounts, as well as those of our wholly-owned subsidiaries. Our accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnote disclosures required by GAAP for complete financial statements. The consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2017 (as restated) are not necessarily indicative of the results to be expected for any other interim period or for the results of the full year ending December 31, 2017 as reported in our Annual Report on Form 10-K as filed with the Securities and Exchange Commissions (the “SEC”) on April 2, 2018. Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception and has an accumulated deficit of approximately $172 million at September 30, 2018. As shown in the accompanying financial statements during the three and nine months ended September 30, 2018, the Company incurred net losses of $5.3 and $16.3 million, respectively, and used $13.6 million of cash for its operating activities during the nine months ended September 30, 2018. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. The Company’s existence is dependent upon management’s ability to obtain additional funding sources or to enter into large-scale, multi-year, significant contracts. There can be no assurance that the Company’s efforts will result in the resolution of the Company’s liquidity needs. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern. For further discussion of the Company’s ability to continue as a going concern, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of Part I of this Quarterly Report on Form 10-Q. Cash and Cash Equivalents The Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less. Accounts Receivable, net Accounts receivable are reported at the customers’ outstanding balances, less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. Allowance for Doubtful Accounts An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. Property and Equipment, net Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. Depreciation is computed on the straight-line and accelerated methods for financial reporting and income tax reporting purposes based upon the following estimated useful lives: Software development 2-3 years Equipment and computer hardware 5 years Office furniture 5-7 years Leasehold Improvements 5 years, or lease expiration if sooner Long-Lived Assets The Company accounts for long-lived assets in accordance with Accounting Standards Codification (“ASC”) Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical carrying value of an asset may no longer be appropriate. We assess recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. ASC 350, requires that goodwill be tested for impairment on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including determining the fair value. Significant judgments required to estimate the fair value including estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. There were no impairments recorded to goodwill for the periods presented. Capitalized Software Development Costs The Company accounts for costs incurred to develop or purchase computer software for internal use in accordance with ASC Topic 350-40 “Internal-Use Software.” As required by ASC 350-40, the Company capitalizes the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary project stage along with post-implementation stages of internal use computer software are expensed as incurred. Capitalized development costs are amortized over a period of two to three years. Costs incurred to maintain existing product offerings are expensed as incurred. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life. Patent and Patent Application Costs Intangible assets include patents developed and purchased which are recorded at cost. The cost of the patents are capitalized and once issued, are amortized over their remaining useful lives. Future costs incurred for issued patents are expensed as incurred. Capital Leases Assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the leased assets. The assets are depreciated over the lower of their related lease terms or their estimated productive lives. Depreciation of the assets under capital leases is included in depreciation expense. Debt Issuance Costs Deferred debt issuance costs are amortized using the effective interest method over the related term of the debt and are presented on the balance sheet as a direct deduction from the debt liability. The amortization of deferred debt issuance costs is included in interest expense. Income Taxes The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities. The Company had no material unrecognized income tax assets or liabilities for the three and nine months ended September 30, 2017 or for the three and nine months ended September 30, 2016. The Company recognizes income tax interest and penalties as a separately identified component of general and administrative expense. Issuances Involving Non-cash Consideration All issuances of the Company’s stock for non-cash consideration have been assigned a dollar amount equaling the market value of the shares issued on the date the shares were issued for such services and property. The non-cash consideration paid pertains to consulting services, the acquisition of a software license, the acquisition of DoubleVision and assets purchased from Hipcricket, Inc. Revenue Recognition and Deferred Revenue The Company recognizes media placement revenue based on the activity of mobile users viewing ads through developer applications and mobile websites. Media placement revenues are recognized when the Company’s advertising services are delivered based on the specific terms of the advertising contract, which are commonly based on the number of ads delivered, or views, clicks or actions by users on mobile advertisements. At such time, the Company’s services have been provided, the fees charged are fixed or determinable, persuasive evidence of an arrangement exists, and collectability is reasonably assured. The Company evaluates whether it is appropriate to recognize media placement revenue based on the gross amount billed to the customers or the net amount earned as revenue. When the Company is primarily obligated in a transaction, has latitude in establishing prices, is responsible for fulfillment of the transaction, has credit risk, or has several but not all of these indicators, revenue is recorded on a gross basis. While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement. The Company records the net amounts as media placement revenue earned if it is not primarily obligated or does not have latitude in establishing prices or credit risk. In general, licensing and royalty revenue arrangements provide for the payment of contractually determined fees in consideration for the patented technologies owned by or controlled by the Company’s operating subsidiary. The intellectual property rights granted may be perpetual in nature, extending until the expiration of the related patents, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. Pursuant to the terms of these agreements, the Company’s operating subsidiary may have no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on the Company’s operating subsidiary’s part to maintain or upgrade the technology, or provide future support or services. Generally, the agreements provide for the grant of licenses, covenants-not-to-sue, releases, and other significant deliverables upon the execution of the agreement, or upon the receipt of the minimum upfront payment for term agreement renewals. As such, when the Company has no further obligation under the agreement, execution of the agreement exists, when collectability is reasonably assured, or upon receipt of the minimum upfront fee for term agreement renewals, and when all the other revenue recognition criteria have been met revenue is recognized. Otherwise, the Company recognizes revenue on a straight-line basis over the life of the agreement based on the contractually determined fees. The licensing and royalty revenue arrangement was extended in the second quarter of 2017. Deferred revenue arises from timing differences between the delivery of services and satisfaction of all revenue recognition criteria consistent with the Company’s revenue recognition policy. Deferred revenue results from the advance payment for services to be delivered over a period of time, usually less than one-year increments. Stock Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The Financial Accounting Standards Board (“FASB”) also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. The Company records compensation expense based on the fair value of the award at the reporting date. The value of the stock-based award is determined using the Binomial or Black-Scholes option-pricing models, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the stock. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Loss per Share The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, “Earnings per Share.” Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per share has not been presented since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect. Concentrations of Credit Risk The Company primarily transacts its business with two financial institutions. The amount on deposit in that one institution may from time to time exceed the federally-insured limit. Excluding discontinued operations, of the Company’s revenue earned during the nine months ended September 30, 2017, no individual customer accounted for more than 10% of total revenue. During the nine months ended September 30, 2016, approximately 20% was generated from contracts with one advertising agency. The Company’s accounts receivable is typically unsecured and are derived from U.S. customers in different industries. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Historically, such losses have been within management’s expectations. Excluding assets from discontinued operations as of September 30, 2017, one customer accounted for 13% of the Company’s net accounts receivable balance, and as of December 31, 2016, one customer accounted for 28% of the Company’s net accounts receivable balance. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Business Combinations The Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed is recognized as goodwill. Certain adjustments to the assessed fair values of the assets and liabilities made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets. The Company expenses all costs as incurred related to an acquisition under general and administrative in the consolidated statements of operations. Recent Accounting Pronouncements In May 2014, the FASB released “ ASC 606 - Revenue from Contracts with Customers” Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In April 2016, the FASB issued an Accounting Standards Update (“ASU”) “ASU 2016 – 10 Revenue from Contract with Customers (Topic 606): Identifying Performance Obligations and Licensing” which clarifies the topics of identifying performance obligations and licensing implementation guidance, while including implementation guidance. This updated standard affects “ASU 2014-09 Revenue from Contracts with Customers (Topic 606)” which is not yet effective. The Company does not expect that this standard will have a material effect on its consolidated financial statements. The standard may be applied retrospectively to each prior period presented, or using the modified retrospective approach, with the cumulative effect recognized as of the date of initial application. The Company will adopt the standard effective January 1, 2018, using the modified retrospective approach. The Company does not anticipate any material changes as a result of adopting the standard. The Company will complete the remainder of its evaluation during the first quarter of fiscal 2018. In January 2016, the FASB issued “ASU 2016 – 01 Recognition and Measurement of Financial Assets and Financial Liabilities” which changes requirements for the presentation and measurement of equity investments at fair value. The updated standard is effective for the Company beginning after December 15, 2017, including interim periods within that fiscal year. The Company does not expect that the adoption of this standard will have a material effect on its consolidated financial statements. In February 2016, the FASB issued “ASU 2016 – 02 Leases” In March 2016, the FASB issued “ASU 2016 – 09 Improvements to Employee Share-Based Payment Accounting” In November 2016, the FASB issued “ASU 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash”. In January 2017, the FASB issued “ ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment” In January 2017, the FASB issued “ASU 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business”. |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Receivable, net [Abstract] | |
Accounts Receivable, net | 3. Accounts Receivable, net Accounts receivable consist of the following: September 30, December 31, Accounts receivable $ 13,221,723 $ 9,302,208 Less allowance for bad debts (246,275 ) (459,952 ) Accounts receivable, net $ 12,975,448 $ 8,842,256 |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2017 | |
Property and Equipment, net [Abstract] | |
Property and Equipment, net | 4. Property and Equipment, net The following is a summary of property and equipment: September 30, December 31, 2016 Equipment and computer hardware $ 245,294 $ 277,292 Office furniture 258,033 198,735 Leasehold improvements 329,478 206,902 Equipment held under capital lease 13,160 13,160 845,965 696,089 Less: accumulated depreciation (377,657 ) (285,401 ) $ 468,308 $ 410,688 Depreciation expense for the three and nine months ended September 30, 2017 was $37,391 and $113,516, respectively. Depreciation expense for the three and nine months ended September 30, 2016 was $33,201 and $99,489, respectively. |
Capitalized Software Developmen
Capitalized Software Development Costs, net | 9 Months Ended |
Sep. 30, 2017 | |
Capitalized Software Development Costs, net [Abstract] | |
Capitalized Software Development Costs, net | 5. Capitalized Software Development Costs, net The following is a summary of capitalized software development costs: September 30, December 31, Beginning balance $ 1,698,992 $ 1,117,480 Additions 634,701 1,243,506 Less: amortization expense (666,879 ) (661,994 ) Ending balance $ 1,666,814 $ 1,698,992 Amortization expense for the three and nine months ended September 30, 2017 was $228,782 and $666,876, respectively. Amortization expense for the three and nine months ended September 30, 2016 was $177,449 and $463,547, respectively. As of September 30, 2017, amortization expense for the remaining estimated lives for each of the next five fiscal years and thereafter of these costs is as follows: Remainder of 2017 $ 250,754 2018 817,724 2019 465,336 2020 133,000 2021 - $ 1,666,814 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Intangible Assets [Abstract] | |
Intangible Assets | 6. Intangible Assets Patents The following is a summary of capitalized patent costs: September 30, 2017 December 31, 2016 Patent costs $ 2,541,290 $ 1,577,122 Less: accumulated amortization (1,795,215 ) (1,115,392 ) $ 746,075 $ 461,730 During the three months ended September 30, 2017, the useful lives of the Company’s patents were updated due to a change in accounting estimate. The change in accounting estimate gave rise to a one-time amortization expense of approximately $591,000, recorded during the period. Amortization expense for the three and nine months ended September 30, 2017 was $608,761 and $679,823, respectively. Amortization expense for the three and nine months ended September 30, 2016 was $52,744 and $150,863, respectively. A schedule of amortization expense over the estimated remaining lives of the patents for the next five fiscal years and thereafter is as follows: Remainder of 2017 $ 30,481 2018 121,856 2019 121,845 2020 121,833 2021 121,821 Thereafter 228,239 $ 746,075 Other Intangible Assets, net The following is a summary of other intangible asset costs: September 30, 2017 December 31, 2016 Technology $ 970,000 $ 970,000 Customer relationships 870,000 870,000 Less: accumulated amortization (604,243 ) (400,993 ) $ 1,235,757 $ 1,439,007 Amortization expense for the three and nine months ended September 30, 2017 was $67,750 and $203,250, respectively. Amortization expense for the three and nine months ended September 30, 2016 was $67,750 and $207,720, respectively. A schedule of amortization expense over the estimated remaining lives of the other intangible assets for the next five fiscal years and thereafter is as follows: Remainder of 2017 $ 67,750 2018 271,000 2019 271,000 2020 187,536 2021 97,000 Thereafter 341,471 $ 1,235,757 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 7. Accrued Expenses The following is a summary of accrued expenses: September 30, 2017 December 31, 2016 Accrued cost of revenues $ 962,364 $ 1,085,585 Accrued payroll and related expenses 1,821,926 879,300 Accrued professional fees 391,410 26,038 Other accrued expenses 106,401 190,021 $ 3,282,101 $ 2,180,944 |
Capital Leases
Capital Leases | 9 Months Ended |
Sep. 30, 2017 | |
Capital Leases [Abstract] | |
Capital Leases | 8. Capital Leases The Company leases office equipment under a capital lease that expires in 2018. The equipment has a cost of $13,160. Minimum future lease payments under the capital leases at September 30, 2017 for each of the next five years and in the aggregate, are as follows: Year Ending September 30, 2018 $ 3,790 2019 - 2020 - 2021 - 2022 - Total minimum lease payments 3,790 Less amount representing interest (148 ) Present value of net minimum lease payments $ 3,642 The effective interest rate charged on the capital lease is approximately 7.428% per annum. The lease provides for a $1 purchase option. Interest charged to operations for the three and nine months ended September 30, 2017 was $78 and $282, respectively. Interest charged to operations for the three and nine months ended September 30, 2016 was $140 and $465, respectively. Depreciation charged to operations for the three and nine months ended September 30, 2017 was $658 and $1,973, respectively. Depreciation charged to operations for the three and nine months ended September 30, 2016 was $658 and $1,973, respectively. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | 9. Discontinued Operations A discontinued operation is a component of the Company’s business that represents a separate major line of business that had been disposed of or is held for sale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative Consolidated Statement of Operations, Consolidated Statement of Cash Flows, and Consolidated Balance Sheets are re-presented as if the operation had been discontinued from the start of the comparative year. On February 7, 2017, the Company executed an Asset Purchase Agreement to sell the Wireless Application business for $400,000, of which $310,000 was received on the closing date and the remaining $90,000 will be paid upon the satisfaction of certain post-closing covenants. Of the $90,000 payable upon satisfaction of the post-closing covenants, $40,000 was earned and collected by the Company, with the remaining $50,000 not expected to be earned, for a total sale price of $350,000. The Company has reported the Wireless Application segment as Discontinued Operations in the Consolidated Statement of Operations and Consolidated Statements of Cash Flows with related assets and liabilities as of September 30, 2017 and 2016, included as Assets of business held for sale and Liabilities of business held for sale. The following table presents the assets and liabilities of the Wireless Applications business, as Assets classified as held for sale and Liabilities classified as held for sale in the Consolidated Balance Sheets: September 30, December 31, 2017 2016 Accounts receivable, net $ - $ 430,151 Other prepaid expenses - 9,455 Property, plant and equipment, net 9,130 35,516 Capitalized software development costs, net - 389,863 Other assets 5,731 5,731 Assets classified as held for sale 14,861 870,716 Accounts payable 98,029 298,757 Accrued expenses 12,500 248,783 Deferred revenue 59,696 59,696 Liabilities classified as held for sale $ 170,225 $ 607,236 The following table presents the Discontinued Operations of the Wireless Applications business in the Consolidated Statement of Operations: For the three months ended For the nine months ended September 30, September 30, 2017 2016 2017 2016 Revenue Wireless applications revenue $ - $ 1,790,135 $ 53,298 $ 4,735,213 Costs and Expenses Cost of revenue 4,793 999,415 235,632 2,429,585 Sales and marketing 410 38,390 32,981 143,364 General and administrative 1,831 214,034 144,785 371,669 Depreciation and amortization 2,178 10,573 9,279 31,001 Total costs and expenses 9,212 1,262,412 422,677 2,975,619 Other Income 12,000 - 56,535 - Net income (loss) from discontinued operations $ 2,788 $ 527,723 $ (312,844 ) $ 1,759,594 The following table presents the Wireless Applications business in the Consolidated Statement of Cash Flows: For the nine months ended September 30, 2017 2016 Net cash (used in) provided by discontinued operating activities $ (206,456 ) $ 2,170,685 Net cash provided by (used in) discontinued investing activities 312,947 (304,960 ) Net cash used in discontinued financing activities - (8,500 ) Net increase in cash and cash equivalents $ 106,491 $ 1,857,225 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | 10. Income Taxes As of September 30, 2017, the Company has a net operating loss carryover of approximately $47,603,442 available to offset future income for income tax reporting purposes, which will expire in various years through 2036, if not previously utilized. The Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382. A limitation may apply to the use of the net operating loss and credit carryforwards, under provisions of the Internal Revenue Code that are applicable if we experience an “ownership change”. That may occur, for example, as a result of trading in our stock by significant investors as well as issuance of new equity. Should these limitations apply, the carryforwards would be subject to an annual limitation, resulting in a substantial reduction in the gross deferred tax. Our policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the three and nine months ended September 30, 2017 and 2016, there were no federal income tax, or related interest and penalty items in the income statement, or liability on the balance sheet. We are not currently involved in any income tax examinations. |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2017 | |
Note Payable [Abstract] | |
Note Payable | 11. Note Payable Schedule of short-term debt are as followed: September 30, 2017 December 31, 2016 Notes Payable: Principal outstanding $ - $ 6,916,664 Accrued interest - 469,060 Accrued termination fee - 258,543 - 7,644,267 Less: discount on note payable - (794,547 ) - 6,849,720 Less: current portion, net - (2,896,893 ) Long-term portion, net $ - $ 3,952,827 On October 3, 2014, the Company and its wholly owned subsidiaries, SITO Mobile Solutions, Inc. and SITO Mobile R&D IP, LLC, entered into a Revenue Sharing and Note Purchase Agreement (the “NPA”) with Fortress Credit Co LLC, as collateral agent (the “Collateral Agent,” or “Fortress”), and CF DB EZ LLC (the “Revenue Participant”) and Fortress (the “Note Purchaser” and together with the Revenue Participant, the “Investors”). At the closing of the NPA, the Company issued and sold a senior secured note (the “Note”) with an aggregate original principal amount of $10,000,000 and issued, pursuant to a Subscription Agreement, 261,954 new shares of common stock to Fortress for an aggregate purchase price of $1,000,000 or $3.817 per share (which represents the trailing 30-day average closing price). After deducting original issue discount of 10% on the Note and a structuring fee to the Investors, the Company received proceeds of $8,850,000, prior to the payment of related legal and due diligence expenses. On July 11, 2017, TAR SITO LendCo LLC, an entity owned and controlled by Julian Singer, the son of Karen Singer, acquired from Fortress Credit Opportunities V CLO Limited, CF EZ LLC, and CF DB EZ LLC all rights, title and interest as “Purchaser” and “Revenue Participant” under the NPA and related documents. On August 1, 2017, the Company used approximately $4,900,000 of the proceeds of an offering common stock and warrants to prepay in full all outstanding principal, accrued and unpaid interest due through the date of repayment and termination fees payable with respect to the Note. The Company has no further obligations with respect to the Note but remains obligated to continue to make payment with respect to the Revenue Stream upon the terms, and subject to the conditions, of the NPA. Prior to the repayment of the Note in full on August 1, 2017, the principal amount of the Note bore interest at a rate equal to LIBOR plus 9% per annum. Such interest was payable in cash, except that 2% per annum of such interest was to be paid-in-kind, by increasing the principal amount of the Note by the amount of such interest. The term of the Note was 42 months and the Company was required to make, beginning in October 2015, monthly amortization payments on the Note, each in a principal amount equal to $333,334 until the Note was paid in full. The Company was also required to apply 85% of Monetization Revenues (as defined in the NPA) from certain of the Company’s patents unrelated to its core business activities to the payment of accrued and unpaid interest on, and then to repay outstanding principal (at par) of, the Note until all amounts due with respect to the Note were paid in full. After the repayment of the principal amount of the Note and all accrued interest thereunder, which occurred on August 1, 2017, the Company is obligated to pay the Revenue Participants (a) 50% of Monetization Revenues until such time as the Revenue Participants have received $2,500,000 in the aggregate with respect to the Revenue Stream, (b) 30% of the Monetization Revenues thereafter, until such time that the Revenue Participants have received $5,000,000 in the aggregate with respect to the Revenue Stream, and (c) 10% of the Monetization Revenues thereafter, until the Revenue Stream has been fully satisfied. In addition, upon any acceleration of the Notes and Revenue Stream, the Company is obligated to pay the Revenue Participants 100% of the Monetization Revenues until the Revenue Stream has been fully satisfied. The Company was also required to pay $350,000 to the Note Purchaser upon repayment of the Note, which payment was also made on August 1, 2017. The NPA contains certain standard events of default. The Company granted to the Collateral Agent, for the benefit of the secured parties, a non-exclusive, royalty free, license (including the right to grant sublicenses) with respect to the patents, which is evidenced by, and reflected in, a Patent License Agreement between the Company, its subsidiary Single Touch Interactive, Inc., and Fortress. The Patent License Agreement provides that the Collateral Agent may only use such license following an Event of Default. Pursuant to a Security Agreement among the parties, the Company granted the Collateral Agent a first priority senior security interest in all of the Company’s assets. The Company and the Collateral Agent assigned a value of $500,000 to the revenue sharing terms of the NPA and in accordance with ASC 470-10-25 “Debt Recognition”, the Company recognized $500,000 as deferred revenue and a discount on the Note that is amortized over the 42-month term of the Note using the effective interest method. For the three and nine months ended September 30, 2017, the Company recognized $70,726 and $130,653, respectively, in licensing revenue and interest expense from amortization of the deferred revenue. For the three and nine months ended September 30, 2016, the Company recognized $32,934 and $107,823, respectively, in licensing revenue and interest expense from amortization of the deferred revenue. On March 1, 2016, the Company entered into Amendment No.1 (the “Amendment”) to the NPA. Pursuant to the terms of the Amendment, principal payment on the Note issued pursuant to the NPA was reduced from $333,333 to $175,000 for the period commencing on the last business day of February 2016 through the last business day of February 2017 and from $333,333 to $300,000 for the period commencing on the last business day of March 2017 to the last day of business of February 2018, with the final payment on the last business day of March 2018 increased to repay the remaining principal in full. In consideration for the Amendment, the Company agreed to pay a restructuring fee of $100,000 and issue 200,000 shares of its common stock with an aggregate value of $568,000 to the Purchasers. Interest expense on the Note for the three and nine months ended September 30, 2017 was $47,280 and $374,287, respectively. Amortization of the discounts for the three and nine months ended September 30, 2017 totaled $430,108 and $794,548, respectively, which was charged to interest expense. Accrual of termination fees for the three and nine months ended September 30, 2017 was $49,508 and $91,457, respectively, which was charged to interest expense. Interest expense on the Note for the three and nine months ended September 30, 2016 was $203,681 and $644,405, respectively. Amortization of the discounts for the three and nine months ended September 30, 2016 totaled $200,281 and $570,267, respectively, which was charged to interest expense. Accrual of termination fees for the three and nine months ended September 30, 2016 was $23,054 and $75,476, respectively, which was charged to interest expense. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Stock Based Compensation [Abstract] | |
Stock Based Compensation | 12. Stock Based Compensation Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. The Company records compensation expense based on the fair value of the award at the reporting date. The value of the stock-based award is determined using the Binomial option-pricing model, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the stock. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. During the nine months ended September 30, 2017, the Company recognized stock-based compensation expense totaling $1,262,268, through the vesting of 631,080 common stock options. Of the $1,262,268 in stock compensation expense, $787,830 is included in general and administrative expense, of which $437 is included in discontinued operations, and $474,438 is included in sales and marketing expense, of which $54 is included in discontinued operations. During the nine months ended September 30, 2016, the Company recognized stock-based compensation expense totaling $935,123, through the vesting of 700,138 common stock options. Of the $935,123 in stock compensation expense, $715,033 is included in general and administrative expense, of which $2,598 is included in discontinued operations, and $220,090 is included in sales and marketing expense, of which $1,328 is included in discontinued operations. During the nine months ended September 30, 2017, the Company recognized restricted stock-based compensation expense totaling $55,879, of which $55,879 is included in general and administrative expense and $0 is included in sales and marketing expense. During the nine months ended September 30, 2016, the Company recognized $0 in restricted stock-based compensation expense. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions On April 21, 2014, SITO Mobile R&D IP, LLC, the Company’s wholly-owned subsidiary, through a joint venture (the “JV”) with Personalized Media Communications, LLC (“PMC”), entered into a Joint Licensing Program Agreement (the “JV License Agreement”) with a national broadcasting entity (“Licensee”) pursuant to which the JV granted the Licensee a term-limited license ( the “License”) to all patents licensable by the JV (“JV Patents”), including an exclusive license to assert the JV Patents against certain infringing parties in the media distribution industry. In exchange for the License, the Licensee has agreed to pay the JV an annual fee of $1,250,000 for a minimum of three years (“Annual Fee”), subject to a right of the Licensee to renew the License for an additional four years. Under the arrangement, if the Licensee has paid a total of $8,750,000 in license fees, either in one lump sum or after paying $1,250,000 annually for seven years, the License would be deemed to be perpetual. For JV Patent infringement actions provided for under the License, the Licensee will pay 20% of the gross proceeds from settlements received less any Annual Fee amounts paid and litigation costs incurred (“Share of Proceeds”). SITO Mobile R&D IP, LLC and PMC have agreed serve as co-plaintiffs with the Licensee in infringement actions under the License and the Licensee has agreed to be responsible for any out-of-pocket costs of the JV associated with being a co-plaintiff in supporting the Licensee in such litigation, including attorneys’ fees. The Licensee will pay the Annual Fee and any Share of Proceeds to the JV. The Company is entitled to 30% of any proceeds received by the JV. In the event that the Licensee does not assert any infringement actions under its rights in the License prior to April 2019, the JV may, at its sole option, choose to terminate Licensee’s exclusive right to assert infringement claims with no reduction or adjustment to the Annual Fee. On May 23, 2017, the parties renewed the JV License Agreement for an additional four years in exchange for an upfront payment to the JV of $4,500,000, of which the Company received $1,350,000 and reported as earnings from the JV for the three and nine months ended September 30, 2017. The Company’s share of the renewal fee was paid to the Note Purchaser in accordance with the terms of the NPA. (See Note 11 – Note Payable.) For the three and nine months ended September 30, 2017, the Company amortized $0 and $114,754, respectively, as earnings from the JV and as of September 30, 2017, the Company has $0 in deferred revenue under the JV License Agreement. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value [Abstract] | |
Fair Value | 14. Fair Value The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair values because of the relatively short period of time between the origination of these instruments and their expected realization. The Company determines the fair value of obligations under capital lease, notes payable and convertible debentures based on the effective yields of similar obligations (Level 2). ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, which are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: ● Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. ● Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ● Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. There have been no reclasses between Level 1, 2, or 3 inputs. The Company identified the warrants issued as part of the July 2017 offering as liabilities that are required to be presented on the condensed consolidated balance sheets at fair value within Level 2 in the fair value hierarchy because we use inputs that are observable or can be corroborated by observable data. The Company measures the fair value on a recurring basis each reporting period for these warrants and for the three and nine months ended September 30, 2017, recorded a net loss on revaluation of the warrants of $636,456 and $636,456, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 15. Stockholders’ Equity Common Stock The holders of the Company’s common stock are entitled to one vote per share of common stock held by them. During the nine months ended September 30, 2017, the Company issued 1,269,413 shares of common stock of which 69,413 shares were issued upon the exercise of stock options for which the Company received $2,500 in gross proceeds, and the Company received $5,684,069 in proceeds net of legal and accounting services in connection with the registration and issuance of 1,200,000 shares of common stock. During the nine months ended September 30, 2016, the Company issued 3,430,520 shares of its common stock of which 200,000 shares were issued to Fortress Credit Co LLC at $2.84 per share for an aggregate amount $568,000, in consideration for the amendment of the NPA, 163,583 shares were issued for options exercised for which the Company received $703,604 in gross proceeds, and the Company received $10,320,001 in proceeds net of legal and accounting services in connection with the registration and issuance of 3,066,667 shares of common stock. Warrants The Company granted warrants to purchase an aggregate of 320,000 shares of its common stock during the nine months ended September 30, 2017, none of which have been exercised or expired. During the nine months ended September 30, 2016, no warrants were granted, exercised, or expired. Options During the nine months ended September 30, 2017, the Company began expensing performance options that were granted to its employees. The Company values options under the Binomial Option Model. The full value of option grants is charged to operations over the vesting period with option grants that vest immediately being fully charged on the date of grant. Stock Incentive Plans The Company established the 2008, 2009, and 2010 Stock Incentive Plans (collectively, the “Plans”) for the issuance of stock options, stock appreciation rights, restricted stock, stock grants and other equity awards. The Plans are administered by the Compensation Committee of the Board of Directors which determines the individuals to whom awards shall be granted as well as the type, terms, conditions, option price and the duration of each award. As of September 30, 2017, there were 1,840,199 shares available to grant under the Plans. A stock option grant allows the holder of the option to purchase a share of the Company’s common stock in the future at a stated price. Options restricted stock and restricted stock units granted under the Plans vest as determined by the Company’s Compensation Committee. Options granted under the Plans expire over varying terms, but not more than ten years from the date of grant. Stock option activity for nine months ended September 30, 2017 and year ended December 31, 2016 is as follows: Stock Options Exercise Price per Share Weighted Average Exercise Price Weighted Average Remaining Life (Years) Balance - 12/31/15 2,593,257 $2.25 - $7.06 $ 4.78 2.82 Grants 844,000 $2.58 - $4.74 3.64 Exercised (256,860 ) $2.25 - $4.69 (4.16 ) Cancellations (1,268,010 ) $2.50 - $6.50 (5.42 ) Balance - 12/31/16 1,912,387 $2.50 - $7.06 $ 3.93 3.62 Grants 1,285,000 $2.60 - $6.01 4.90 Exercised (69,413 ) $2.50 - $4.69 (0.04 ) Cancellations (1,254,527 ) $2.50 - $7.06 (3.52 ) Balance - 09/30/17 1,873,447 $2.50 - $6.76 $ 5.02 4.30 For the three and nine months ended September 30, 2017, the Company recognized compensation expense related to stock option grants of approximately $0.7 million and $1.2 million, respectively. For the three and nine months ended September 30, 2016, the Company recognized compensation expense related to stock option grants of approximately $0.4 million and $0.9 million, respectively. The estimated fair value of each option award granted was determined on the date of grant using an option pricing model with the following assumptions for option grants during the nine months ended September 30, 2017 and 2016, respectively. September 30, 2017 2016 Weighted Average Risk-Free Interest Rate 2.22 % 1.23 % Weighted Average Expected Volatility 96.70 % 97.91 % Dividend Yield - - Weighted Average Expected Option Term (Years) 7.64 5.06 Weighted Average Grant Date Fair Value 4.20 3.03 No dividend yield was assumed because the Company has never paid a cash dividend on its common stock and does not expect to pay dividends in the foreseeable future. Volatilities were developed using the Company’s historical volatility. The risk-free interest rate was developed using the U.S. Treasury yield for periods equal to the expected life of stock options on the grant date. The expected option term for grants made during 2017 and 2016 is based on the average expiration date of all stock options granted during the respective periods. This method of determining the expected holding period was utilized because the Company does not have sufficient historical experience from which to estimate the period. A summary of the Company’s non-vested options to purchase shares as of September 30, 2017 and changes during the nine months ended September 30, 2017 and the year ended December 31, 2016 are presented below: Number of Options Weighted Average Exercise Price Non-Vested Balance - 12/31/15 $ 620,326 $ 2.92 Grants 844,000 Vested (165,000 ) Forfeited (17,300 ) Non-Vested Balance - 12/31/16 $ 1,282,026 $ 3.26 Grants 1,285,000 Vested (475,447 ) Forfeited (693,579 ) Non-Vested Balance - 09/30/17 $ 1,398,000 $ 4.21 A summary of the Company’s restricted stock activity as of September 30, 2017 and changes during the nine months ended September 30, 2017 and the year ended December 31, 2016 are presented below: Number of Shares Weighted Average Grant Date Fair Value Non-Vested Balance - 12/31/15 - $ - Grants - - Vested - - Forfeited - - Non-Vested Balance - 12/31/16 - $ - Grants 123,333 4.26 Vested (4,310 ) 8.70 Forfeited - - Non-Vested Balance - 09/30/17 119,023 $ 4.10 For the three and nine months ended September 30, 2017 the Company recognized compensation related to restricted stock unit grants of approximately $0.1 million and $0.1, respectively. Additional compensation expense of $0.5 million relating to the unvested portion of restricted stock granted is expected to be recognized over a remaining average period of 1.10 years. The Company did not recognize compensation related to restricted stock unit grants for the three and nine months ended September 30, 2016. Warrants The Company issued warrants as part of its offering in 2017. A summary of warrant activity is as follows: Warrants Exercise Price per Share Weighted Average Exercise Price Weighted Average Remaining Life (Years) Balance - 12/31/15 - - $ - - Grants - - - Exercised - - - Cancellations - - - Balance - 12/31/16 - - $ - - Grants 320,000 6.25 6.25 Exercised - - - Cancellations - - - Balance - 09/30/17 320,000 $ 6.25 $ 6.25 4.58 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Operating Leases The Company leases office space in Jersey City, New Jersey; Meridian, Idaho; Chicago, Illinois; Dallas, Texas; New York, New York; Atlanta, Georgia; and Boston, Massachusetts. The Company’s Meridian office space is subject to a 38-month lease that commenced on May 1, 2014. The Jersey City office lease, amended on November 6, 2014, expires on November 30, 2018 and the Company has the option to extend the term for an additional five years. In addition to paying rent, under the terms of the Jersey City office lease the Company is also required to pay its pro rata share of the property’s operating expenses. The other office locations are month-to-month commitments. Rent expense for the three and nine months ended September 30, 2017 was $125,061 and $343,405, respectively. Rent expense for the three and nine months ended September 30, 2016 was $80,307 and $292,522, respectively. Minimum future rental payments under non-cancellable operating leases with terms in excess of one year as of September 30, 2017 for the next five fiscal years and in the aggregate are: Remainder of 2017 $ 91,852 2018 333,623 2019 322,152 2020 26,846 2021 - $ 774,473 Legal In the normal course of its business, the Company may be involved in various claims, negotiations and legal actions. As of September 30, 2017, the Company is not aware of any asserted or un-asserted claims, negotiations and legal actions for which a loss is considered reasonably possible of occurring and would require recognition under guidance in ASC 450. A purported securities class action lawsuit was filed on February 17, 2017 in the United States District Court for the District of New Jersey against the Company and our former Chief Executive Officer and Director, and our former Chief Financial Officer and Chief Operating Officer. The complaint alleges violations of various securities laws. This action was brought on behalf of a putative class of persons who purchased or otherwise acquired the Company’s common stock between February 9, 2016 and January 2, 2017 and seeks unspecified money damages. The allegations in this complaint center on allegedly materially false and/or misleading statements, misrepresenting SITO’s media placement revenues. A motion for appointment of lead plaintiff is now pending. Discovery has not commenced. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of this matter. The Company is unable at this time to determine whether the outcome of the litigation will have a material impact on its results of operations, financial condition or cash flows. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Refer to our Annual Report on Form 10-K as filed with the SEC on April 2, 2018 for the fiscal year ended December 31, 2017, and other subsequent filings with the SEC, for subsequent events from November 14, 2017, the original date the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 had been filed with the SEC. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On October 20, 2017, the Company’s Board of Directors (the “Board”) approved an amendment to the Company’s By-Laws (the “By-Law Amendment”) that allows the Board to permit stockholders to participate in meetings of the Company’s stockholders by means of remote communication in accordance with the Delaware General Corporation Law. Specifically, the By-Law Amendment, which is set forth in a new paragraph under Article II - Meetings of Stockholders, Section 15 - Place of Meetings, of the Company’s By-Laws, provides that the Company’s Board of Directors may, in its sole discretion, determine that future stockholder meetings will not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the Delaware General Corporation Law, and that if authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders and proxy holders not physically present at a future meeting of stockholders may, by means of remote communication (a) participate in a meeting of stockholders; and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Company implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder; (ii) the Company implements reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings; and (iii) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of that vote or other action must be maintained by the Company. Claim filed by TAR SITO LendCo LLC On November 3, 2017, a complaint was filed against the Company in the Supreme Court of the State of New York by TAR SITO LendCo LLC (“TAR”), an entity that is owned and controlled by Julian Singer, the son of Karen Singer, formerly a substantial beneficial owner of the Company’s common stock, and her husband, Gary A. Singer. TAR is the “Revenue Participant” and “Collateral Agent” under the Revenue Sharing and Note Purchase Agreement as discussed above in Note 11 – Note Payable. |
Restatement of Consolidated Fin
Restatement of Consolidated Financial Statements | 9 Months Ended |
Sep. 30, 2017 | |
Restatement of Consolidated Financial Statements [Abstract] | |
Restatement of Consolidated Financial Statements | 18. Restatement of Consolidated Financial Statements On March 31, 2018, the Audit Committee of the Board of Directors (the “Audit Committee”), after considering the recommendations of the Company’s management and consulting with BDO USA, LLP, the Company’s independent registered public accounting firm, concluded that the Company’s unaudited condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2017 and September 30, 2017 should not be relied upon because the Company had improperly accounted for (i) certain professional fees relating to its July 2017 direct registered offering of common stock, (ii) the classification of the issuance of warrants, with the related marked-to-market revaluation each reporting period from the same July 2017 direct registered offering of common stock and (iii) revenue derived from the Company’s joint venture with Personalized Media Communications, LLC and the presentation of the earnings from such joint venture, as more fully described below. Professional Fees Approximately $300,000 in fees associated with the Company’s direct registered offering of common stock in July 2017 were incorrectly classified as general and administrative expenses as presented in the three and nine month periods ended September 30, 2017. As these expenses directly related to the public offering of common stock, they should have been recorded as a charge against equity. As a result, the Company’s general and administrative expenses were overstated by approximately $300,000 and its net loss was overstated by approximately $300,000 for the three and nine months ended September 30, 2017. The Company reclassified $315,931 of fees associated with its direct registered offering of common stock in July 2017 from general and administrative to additional paid-in capital for each of the three and nine months ended September 30, 2017. Warrants In connection with the Company’s direct registered offering of common stock in July 2017, the Company issued 320,000 warrants, which were accounted for as equity. The Audit Committee determined that the warrants should have been accounted for as a liability under generally accepted accounting principles because of the inherent risk that unknown future effects could compromise the ability of the Company to maintain an effective registration statement for the shares of common stock underlying such warrants. As a result, stockholders’ equity-additional paid-in capital was overstated by approximately $1,000,000 and Warrant Liability was understated by approximately $1,700,000 as of September 30, 2017. In addition, under the liability method of accounting, the Company will mark to market the warrants each reporting period. Other expense, loss on revaluation of warrant liability, was understated by approximately $600,000 for the three and nine months ended September 30, 2017. For the three and nine months ended September 30, 2017, the Company recognized the fair value of warrants, in connection with its direct registered offering of common stock in July 2017, of $1,061,578 as a liability offset against additional paid-in capital in July 2017. The Company measures the fair value on a recurring basis each reporting period for these warrants and for each of the three and nine month periods ended September 30, 2017, recorded a net loss on revaluation of the warrants of $636,456. Earnings from Joint Venture The Company has maintained a licensing arrangement providing for a joint venture with Personalized Media Communications, LLC (the “JV License”). The JV License was renewed in June 2017 in exchange for a pre-payment of approximately $4,500,000. The Company has historically recorded revenue from the JV License as deferred revenue, which was recognized as revenue over the life of the JV License. The Audit Committee determined that the licensing revenue should have been recorded as Earnings from Joint Venture rather than top-line revenue. Furthermore, the renewal of the JV License in June 2017 resulted in the JV License becoming a perpetual license under generally acceptable accounting principles, requiring upfront recognition of the pre-payment noted above. The Company’s deferred revenue was overstated by approximately $1,200,000, comprised of approximately $300,000 of current deferred revenue and approximately $900,000 of long-term deferred revenue, and Earnings of Joint Venture was understated by approximately $1,500,000 for the nine months ended September 30, 2017. As a result, the Company’s net loss was understated by approximately $100,000 for the three months ended September 30, 2017 and its net loss was overstated by approximately $1,200,000 for the nine months ended September 30, 2017. The Company previously recognized licensing revenue that should have been recorded as Earnings from Joint Venture that required reversing entries of $26,815 for the three months ended June 30, 2017 and $85,069 for the three months ended September 30, 2017. The JV License became perpetual in June 2017, and the Company recorded an entry of $1,350,000 for the three months ended June 30, 2017. The net impact of these adjustments to the Company’s statement of operations for the three and nine months ended September 30, 2017 is (i) a decrease in loss from operations of $230,862 and $89,293, respectively, (ii) an increase in net loss of $405,594 and decrease in net loss $917,591, respectively and (iii) an increase in basic and diluted net loss per share of $0.02 and decrease of $0.04, respectively. The net impact of these adjustments to the Company’s balance sheet as of September 30, 2017 is (i) a decrease in current deferred revenue of $252,431, (ii) a decrease in long-term deferred revenue of $900,616, (iii) an increase in warrant liability of $1,698,034, (iv) a decrease in additional paid-in capital of $1,377,509 and (v) a decrease in accumulated deficit of $832,522. None of these adjustments result in a net impact to cash for the nine months ended September 30, 2017. As a result of these adjustments, (i) net cash used in operating activities increased by $34,425 and (ii) net cash used in financing activities increased by $315,931 for the nine months ended September 30, 2017. The following tables provide a reconciliation of the amounts previously reported to the restated amounts for the quarterly period ended September 30, 2017: As of September 30, 2017, and for the three and nine months ended September 30, 2017 September 30, 2017 Previously As Reported Adjustments Revised Assets Current assets Cash and cash equivalents $ 2,585,453 $ - $ 2,585,453 Accounts receivable, net 12,975,448 - 12,975,448 Other prepaid expenses 1,410,624 - 1,410,624 Assets from discontinued operations 14,861 - 14,861 Total current assets 16,986,386 - 16,986,386 Property and equipment, net 468,308 - 468,308 Other assets Capitalized software development costs, net 1,666,814 - 1,666,814 Intangible assets: Patents 746,075 - 746,075 Other intangible assets, net 1,235,757 - 1,235,757 Goodwill 6,444,225 - 6,444,225 Other assets 92,420 - 92,420 Total other assets 10,185,291 - 10,185,291 Total assets $ 27,639,985 $ - $ 27,639,985 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 6,261,331 $ - $ 6,261,331 Accrued expenses 3,282,101 - 3,282,101 Deferred revenue 1,840,039 (337,500 ) 1,502,539 Other current liabilities, including security deposit - - - Current obligations under capital lease 3,642 - 3,642 Note payable, net - current portion - - - Warrant liability - 1,698,034 1,698,034 Liabilities from discontinued operations 170,225 - 170,225 Total current liabilities 11,557,338 1,360,534 12,917,872 Long-term liabilities Obligations under capital lease - - - Deferred revenue, noncurrent portion 900,616 (900,616 ) - Total long-term liabilities 900,616 (900,616 ) - Total liabilities 12,457,954 459,918 12,917,872 Preferred stock - - - Common stock 21,949 - 21,949 Additional paid-in capital 165,149,086 (1,377,509 ) 163,771,577 Accumulated deficit (149,989,004 ) 917,591 (149,071,413 ) Total stockholders’ equity 15,182,031 (459,918 ) 14,722,113 Total liabilities and stockholders’ equity $ 27,639,985 $ - $ 27,639,985 Three Months Ended September 30, 2017 Previously As Reported Adjustments Revised Revenue Media placement $ 10,916,126 $ - $ 10,916,126 License and royalties 155,795 (85,069 ) 70,726 Total revenue 11,071,921 (85,069 ) 10,986,852 Cost of Revenue Cost of revenue 5,342,189 - 5,342,189 Gross profit 5,729,732 (85,069 ) 5,644,663 Operating expenses Sales and marketing 3,395,943 - 3,395,943 General and administrative 3,732,184 (315,931 ) 3,416,253 Legal settlement - - - Depreciation and amortization 713,903 - 713,903 Total operating expenses 7,842,030 (315,931 ) 7,526,099 (Loss) from operations (2,112,298 ) 230,862 (1,881,436 ) Other Income (Expense) Earnings from joint venture - - - (Loss) on revaluation of warrant liability - (636,456 ) (636,456 ) Interest expense, net of interest income (555,288 ) - (555,288 ) Net (loss) before income taxes (2,667,586 ) (405,594 ) (3,073,180 ) Income tax benefit (expense) - - - Net (loss) from continuing operations (2,667,586 ) (405,594 ) (3,073,180 ) Discontinued Operations (Loss) from operations of discontinued component 2,788 - 2,788 Net (loss) income from discontinued operations 2,788 - 2,788 Net (loss) income $ (2,664,798 ) $ (405,594 ) $ (3,070,392 ) Basic net income (loss) per share Continuing operations (0.12 ) (0.02 ) (0.14 ) Discontinued operations 0.00 - 0.00 Basic net loss per share $ (0.12 ) $ (0.02 ) $ (0.14 ) Basic weighted average shares outstanding 21,597,130 21,597,130 Nine Months Ended September 30, 2017 Previously As Reported Adjustments Revised Revenue Media placement $ 28,163,712 $ - $ 28,163,712 License and royalties 357,291 (226,638 ) 130,653 Total revenue 28,521,003 (226,638 ) 28,294,365 Cost of Revenue Cost of revenue 14,364,112 - 14,364,112 Gross profit 14,156,891 (226,638 ) 13,930,253 Operating expenses Sales and marketing 10,607,985 - 10,607,985 General and administrative 10,150,616 (315,931 ) 9,834,685 Legal settlement - - - Depreciation and amortization 996,590 - 996,590 Total operating expenses 21,755,191 (315,931 ) 21,439,260 (Loss) from operations (7,598,300 ) 89,293 (7,509,007 ) Other Income (Expense) Earnings from joint venture - 1,464,754 1,464,754 (Loss) on revaluation of warrant liability - (636,456 ) (636,456 ) Interest expense, net of interest income (1,299,049 ) - (1,299,049 ) Net (loss) before income taxes (8,897,349 ) 917,591 (7,979,758 ) Income tax benefit (expense) - - - Net (loss) from continuing operations (8,897,349 ) 917,591 (7,979,758 ) Discontinued Operations (Loss) from operations of discontinued component (312,844 ) - (312,844 ) Net (loss) income from discontinued operations (312,844 ) - (312,844 ) Net (loss) income $ (9,210,193 ) $ 917,591 $ (8,292,602 ) Basic net income (loss) per share Continuing operations (0.42 ) 0.04 (0.38 ) Discontinued operations (0.01 ) - (0.01 ) Basic net loss per share $ (0.44 ) $ 0.04 $ (0.39 ) Basic weighted average shares outstanding 20,994,017 20,994,017 Nine Months Ended September 30, 2017 Previously As Reported Adjustments Revised Net (loss) $ (9,210,193 ) $ 917,591 $ (8,292,602 ) Less: (loss) income from discontinued operations, net of tax (312,844 ) - (312,844 ) (Loss) from continuing operations (8,897,349 ) (7,979,758 ) Adjustments to reconcile net (loss) to net cash (used in) operating activities: (Gain) loss on revaluation of derivative warrant liability - 636,456 636,456 Increase (decrease) in deferred revenue 2,495,248 (1,238,116 ) 1,257,132 Net cash (used in) operating activities - continuing operations (4,426,928 ) 315,931 (4,110,997 ) Net cash provided by operating activities - discontinued operations 143,900 (350,356 ) (206,456 ) Net cash (used in) provided by operating activities (4,283,028 ) (34,425 ) (4,317,453 ) Adjustments to reconcile net (loss) to net cash (used in) investing activities: Net cash (used in) investing activities - continuing operations (921,932 ) - (921,932 ) Net cash (used in) investing activities - discontinued operations (37,409 ) 350,356 312,947 Net cash (used in) provided by investing activities (959,341 ) 350,356 (608,985 ) Adjustments to reconcile net (loss) to net cash (used in) financing activities: Stock issuance costs - (315,931 ) (315,931 ) Net cash (used in) financing activities - continuing operations (916,723 ) (315,931 ) (1,232,654 ) Net cash (used in) financing activities - discontinued operations - - - Net cash (used in) provided by financing activities (916,723 ) (315,931 ) (1,232,654 ) Net decrease in cash and cash equivalents (6,159,092 ) - (6,159,092 ) Cash and cash equivalents - beginning of period $ 8,744,545 $ - $ 8,744,545 Cash and cash equivalents - ending of period $ 2,585,453 $ - $ 2,585,453 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Reclassification | Reclassification Certain reclassifications have been made to conform the 2016 amounts to the 2017 classifications for comparative purposes. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of SITO Mobile, Ltd. and its wholly-owned subsidiaries, SITO Mobile Solutions Inc., SITO Mobile R&D IP, LLC, SITO Mobile Media Inc. and DoubleVision Networks Inc. (“DoubleVision”). Intercompany transactions and balances have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation Our consolidated financial statements include our accounts, as well as those of our wholly-owned subsidiaries. Our accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnote disclosures required by GAAP for complete financial statements. The consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2017 (as restated) are not necessarily indicative of the results to be expected for any other interim period or for the results of the full year ending December 31, 2017 as reported in our Annual Report on Form 10-K as filed with the Securities and Exchange Commissions (the “SEC”) on April 2, 2018. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less. |
Going Concern | Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception and has an accumulated deficit of approximately $172 million at September 30, 2018. As shown in the accompanying financial statements during the three and nine months ended September 30, 2018, the Company incurred net losses of $5.3 and $16.3 million, respectively, and used $13.6 million of cash for its operating activities during the nine months ended September 30, 2018. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. The Company’s existence is dependent upon management’s ability to obtain additional funding sources or to enter into large-scale, multi-year, significant contracts. There can be no assurance that the Company’s efforts will result in the resolution of the Company’s liquidity needs. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern. For further discussion of the Company’s ability to continue as a going concern, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of Part I of this Quarterly Report on Form 10-Q. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable are reported at the customers’ outstanding balances, less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. Depreciation is computed on the straight-line and accelerated methods for financial reporting and income tax reporting purposes based upon the following estimated useful lives: Software development 2-3 years Equipment and computer hardware 5 years Office furniture 5-7 years Leasehold Improvements 5 years, or lease expiration if sooner |
Long-Lived Assets | Long-Lived Assets The Company accounts for long-lived assets in accordance with Accounting Standards Codification (“ASC”) Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical carrying value of an asset may no longer be appropriate. We assess recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. ASC 350, requires that goodwill be tested for impairment on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including determining the fair value. Significant judgments required to estimate the fair value including estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. There were no impairments recorded to goodwill for the periods presented. |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company accounts for costs incurred to develop or purchase computer software for internal use in accordance with ASC Topic 350-40 “Internal-Use Software.” As required by ASC 350-40, the Company capitalizes the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary project stage along with post-implementation stages of internal use computer software are expensed as incurred. Capitalized development costs are amortized over a period of two to three years. Costs incurred to maintain existing product offerings are expensed as incurred. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life. |
Patent and Patent Application Costs | Patent and Patent Application Costs Intangible assets include patents developed and purchased which are recorded at cost. The cost of the patents are capitalized and once issued, are amortized over their remaining useful lives. Future costs incurred for issued patents are expensed as incurred. |
Capital Leases | Capital Leases Assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the leased assets. The assets are depreciated over the lower of their related lease terms or their estimated productive lives. Depreciation of the assets under capital leases is included in depreciation expense. |
Debt Issuance Costs | Debt Issuance Costs Deferred debt issuance costs are amortized using the effective interest method over the related term of the debt and are presented on the balance sheet as a direct deduction from the debt liability. The amortization of deferred debt issuance costs is included in interest expense. |
Income Taxes | Income Taxes The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities. The Company had no material unrecognized income tax assets or liabilities for the three and nine months ended September 30, 2017 or for the three and nine months ended September 30, 2016. The Company recognizes income tax interest and penalties as a separately identified component of general and administrative expense. |
Issuances Involving Non-cash Consideration | Issuances Involving Non-cash Consideration All issuances of the Company’s stock for non-cash consideration have been assigned a dollar amount equaling the market value of the shares issued on the date the shares were issued for such services and property. The non-cash consideration paid pertains to consulting services, the acquisition of a software license, the acquisition of DoubleVision and assets purchased from Hipcricket, Inc. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue The Company recognizes media placement revenue based on the activity of mobile users viewing ads through developer applications and mobile websites. Media placement revenues are recognized when the Company’s advertising services are delivered based on the specific terms of the advertising contract, which are commonly based on the number of ads delivered, or views, clicks or actions by users on mobile advertisements. At such time, the Company’s services have been provided, the fees charged are fixed or determinable, persuasive evidence of an arrangement exists, and collectability is reasonably assured. The Company evaluates whether it is appropriate to recognize media placement revenue based on the gross amount billed to the customers or the net amount earned as revenue. When the Company is primarily obligated in a transaction, has latitude in establishing prices, is responsible for fulfillment of the transaction, has credit risk, or has several but not all of these indicators, revenue is recorded on a gross basis. While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement. The Company records the net amounts as media placement revenue earned if it is not primarily obligated or does not have latitude in establishing prices or credit risk. In general, licensing and royalty revenue arrangements provide for the payment of contractually determined fees in consideration for the patented technologies owned by or controlled by the Company’s operating subsidiary. The intellectual property rights granted may be perpetual in nature, extending until the expiration of the related patents, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. Pursuant to the terms of these agreements, the Company’s operating subsidiary may have no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on the Company’s operating subsidiary’s part to maintain or upgrade the technology, or provide future support or services. Generally, the agreements provide for the grant of licenses, covenants-not-to-sue, releases, and other significant deliverables upon the execution of the agreement, or upon the receipt of the minimum upfront payment for term agreement renewals. As such, when the Company has no further obligation under the agreement, execution of the agreement exists, when collectability is reasonably assured, or upon receipt of the minimum upfront fee for term agreement renewals, and when all the other revenue recognition criteria have been met revenue is recognized. Otherwise, the Company recognizes revenue on a straight-line basis over the life of the agreement based on the contractually determined fees. The licensing and royalty revenue arrangement was extended in the second quarter of 2017. Deferred revenue arises from timing differences between the delivery of services and satisfaction of all revenue recognition criteria consistent with the Company’s revenue recognition policy. Deferred revenue results from the advance payment for services to be delivered over a period of time, usually less than one-year increments. |
Stock Based Compensation | Stock Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The Financial Accounting Standards Board (“FASB”) also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. The Company records compensation expense based on the fair value of the award at the reporting date. The value of the stock-based award is determined using the Binomial or Black-Scholes option-pricing models, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the stock. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. |
Loss per Share | Loss per Share The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, “Earnings per Share.” Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per share has not been presented since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company primarily transacts its business with two financial institutions. The amount on deposit in that one institution may from time to time exceed the federally-insured limit. Excluding discontinued operations, of the Company’s revenue earned during the nine months ended September 30, 2017, no individual customer accounted for more than 10% of total revenue. During the nine months ended September 30, 2016, approximately 20% was generated from contracts with one advertising agency. The Company’s accounts receivable is typically unsecured and are derived from U.S. customers in different industries. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Historically, such losses have been within management’s expectations. Excluding assets from discontinued operations as of September 30, 2017, one customer accounted for 13% of the Company’s net accounts receivable balance, and as of December 31, 2016, one customer accounted for 28% of the Company’s net accounts receivable balance. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Business Combinations | Business Combinations The Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed is recognized as goodwill. Certain adjustments to the assessed fair values of the assets and liabilities made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets. The Company expenses all costs as incurred related to an acquisition under general and administrative in the consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB released “ ASC 606 - Revenue from Contracts with Customers” Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In April 2016, the FASB issued an Accounting Standards Update (“ASU”) “ASU 2016 – 10 Revenue from Contract with Customers (Topic 606): Identifying Performance Obligations and Licensing” which clarifies the topics of identifying performance obligations and licensing implementation guidance, while including implementation guidance. This updated standard affects “ASU 2014-09 Revenue from Contracts with Customers (Topic 606)” which is not yet effective. The Company does not expect that this standard will have a material effect on its consolidated financial statements. The standard may be applied retrospectively to each prior period presented, or using the modified retrospective approach, with the cumulative effect recognized as of the date of initial application. The Company will adopt the standard effective January 1, 2018, using the modified retrospective approach. The Company does not anticipate any material changes as a result of adopting the standard. The Company will complete the remainder of its evaluation during the first quarter of fiscal 2018. In January 2016, the FASB issued “ASU 2016 – 01 Recognition and Measurement of Financial Assets and Financial Liabilities” which changes requirements for the presentation and measurement of equity investments at fair value. The updated standard is effective for the Company beginning after December 15, 2017, including interim periods within that fiscal year. The Company does not expect that the adoption of this standard will have a material effect on its consolidated financial statements. In February 2016, the FASB issued “ASU 2016 – 02 Leases” In March 2016, the FASB issued “ASU 2016 – 09 Improvements to Employee Share-Based Payment Accounting” In November 2016, the FASB issued “ASU 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash”. In January 2017, the FASB issued “ ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment” In January 2017, the FASB issued “ASU 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business”. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of property and equipment, net estimated useful lives | Software development 2-3 years Equipment and computer hardware 5 years Office furniture 5-7 years Leasehold Improvements 5 years, or lease expiration if sooner |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Receivable, net [Abstract] | |
Schedule of accounts receivable | September 30, December 31, Accounts receivable $ 13,221,723 $ 9,302,208 Less allowance for bad debts (246,275 ) (459,952 ) Accounts receivable, net $ 12,975,448 $ 8,842,256 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property and Equipment, net [Abstract] | |
Summary of property and equipment | September 30, December 31, 2016 Equipment and computer hardware $ 245,294 $ 277,292 Office furniture 258,033 198,735 Leasehold improvements 329,478 206,902 Equipment held under capital lease 13,160 13,160 845,965 696,089 Less: accumulated depreciation (377,657 ) (285,401 ) $ 468,308 $ 410,688 |
Capitalized Software Developm_2
Capitalized Software Development Costs, net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Capitalized Software Development Costs, net [Abstract] | |
Summary of capitalized software development costs | September 30, December 31, Beginning balance $ 1,698,992 $ 1,117,480 Additions 634,701 1,243,506 Less: amortization expense (666,879 ) (661,994 ) Ending balance $ 1,666,814 $ 1,698,992 |
Summary of amortization expense for the estimated lives | Remainder of 2017 $ 250,754 2018 817,724 2019 465,336 2020 133,000 2021 - $ 1,666,814 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |
Summary of capitalized patent costs | September 30, December 31, Patent costs $ 2,541,290 $ 1,577,122 Less: accumulated amortization (1,795,215 ) (1,115,392 ) $ 746,075 $ 461,730 |
Summary of amortization expense over the estimated remaining lives of the patents and other intangible assets | Remainder of 2017 $ 30,481 2018 121,856 2019 121,845 2020 121,833 2021 121,821 Thereafter 228,239 $ 746,075 |
Other Intangible Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Summary of other intangible asset costs | September 30, 2017 December 31, 2016 Technology $ 970,000 $ 970,000 Customer relationships 870,000 870,000 Less: accumulated amortization (604,243 ) (400,993 ) $ 1,235,757 $ 1,439,007 |
Summary of amortization expense over the estimated remaining lives of the patents and other intangible assets | Remainder of 2017 $ 67,750 2018 271,000 2019 271,000 2020 187,536 2021 97,000 Thereafter 341,471 $ 1,235,757 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Expenses [Abstract] | |
Summary of accrued expenses | September 30, 2017 December 31, 2016 Accrued cost of revenues $ 962,364 $ 1,085,585 Accrued payroll and related expenses 1,821,926 879,300 Accrued professional fees 391,410 26,038 Other accrued expenses 106,401 190,021 $ 3,282,101 $ 2,180,944 |
Capital Leases (Tables)
Capital Leases (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Capital Leases [Abstract] | |
Schedule of minimum future lease payments under the capital leases | Year Ending September 30, 2018 $ 3,790 2019 - 2020 - 2021 - 2022 - Total minimum lease payments 3,790 Less amount representing interest (148 ) Present value of net minimum lease payments $ 3,642 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations [Abstract] | |
Schedule of discontinued operations including balance sheets, statement of operations and statement of cash flows | September 30, December 31, 2017 2016 Accounts receivable, net $ - $ 430,151 Other prepaid expenses - 9,455 Property, plant and equipment, net 9,130 35,516 Capitalized software development costs, net - 389,863 Other assets 5,731 5,731 Assets classified as held for sale 14,861 870,716 Accounts payable 98,029 298,757 Accrued expenses 12,500 248,783 Deferred revenue 59,696 59,696 Liabilities classified as held for sale $ 170,225 $ 607,236 For the three months ended For the nine months ended September 30, September 30, 2017 2016 2017 2016 Revenue Wireless applications revenue $ - $ 1,790,135 $ 53,298 $ 4,735,213 Costs and Expenses Cost of revenue 4,793 999,415 235,632 2,429,585 Sales and marketing 410 38,390 32,981 143,364 General and administrative 1,831 214,034 144,785 371,669 Depreciation and amortization 2,178 10,573 9,279 31,001 Total costs and expenses 9,212 1,262,412 422,677 2,975,619 Other Income 12,000 - 56,535 - Net income (loss) from discontinued operations $ 2,788 $ 527,723 $ (312,844 ) $ 1,759,594 For the nine months ended September 30, 2017 2016 Net cash (used in) provided by discontinued operating activities $ (206,456 ) $ 2,170,685 Net cash provided by (used in) discontinued investing activities 312,947 (304,960 ) Net cash used in discontinued financing activities - (8,500 ) Net increase in cash and cash equivalents $ 106,491 $ 1,857,225 |
Note Payable (Tables)
Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Note Payable [Abstract] | |
Schedule of short-term debt | September 30, December 31, 2016 Notes Payable: Principal outstanding $ - $ 6,916,664 Accrued interest - 469,060 Accrued termination fee - 258,543 - 7,644,267 Less: discount on note payable - (794,547 ) - 6,849,720 Less: current portion, net - (2,896,893 ) Long-term portion, net $ - $ 3,952,827 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of company issued warrants | Warrants Exercise Price per Share Weighted Average Exercise Price Weighted Average Remaining Life (Years) Balance - 12/31/15 - - $ - - Grants - - - Exercised - - - Cancellations - - - Balance - 12/31/16 - - $ - - Grants 320,000 6.25 6.25 Exercised - - - Cancellations - - - Balance - 09/30/17 320,000 $ 6.25 $ 6.25 4.58 |
Stock Incentive Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock option activity | Stock Options Exercise Price per Share Weighted Average Exercise Price Weighted Average Remaining Life (Years) Balance - 12/31/15 2,593,257 $2.25 - $7.06 $ 4.78 2.82 Grants 844,000 $2.58 - $4.74 3.64 Exercised (256,860 ) $2.25 - $4.69 (4.16 ) Cancellations (1,268,010 ) $2.50 - $6.50 (5.42 ) Balance - 12/31/16 1,912,387 $2.50 - $7.06 $ 3.93 3.62 Grants 1,285,000 $2.60 - $6.01 4.90 Exercised (69,413 ) $2.50 - $4.69 (0.04 ) Cancellations (1,254,527 ) $2.50 - $7.06 (3.52 ) Balance - 09/30/17 1,873,447 $2.50 - $6.76 $ 5.02 4.30 |
Schedule of estimated fair value of each option award granted | September 30, 2017 2016 Weighted Average Risk-Free Interest Rate 2.22 % 1.23 % Weighted Average Expected Volatility 96.70 % 97.91 % Dividend Yield - - Weighted Average Expected Option Term (Years) 7.64 5.06 Weighted Average Grant Date Fair Value 4.20 3.03 |
Schedule of nonvested options to purchase shares | Number of Options Weighted Average Exercise Price Non-Vested Balance - 12/31/15 $ 620,326 $ 2.92 Grants 844,000 Vested (165,000 ) Forfeited (17,300 ) Non-Vested Balance - 12/31/16 $ 1,282,026 $ 3.26 Grants 1,285,000 Vested (475,447 ) Forfeited (693,579 ) Non-Vested Balance - 09/30/17 $ 1,398,000 $ 4.21 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of restricted stock activity | Number of Shares Weighted Average Grant Date Fair Value Non-Vested Balance - 12/31/15 - $ - Grants - - Vested - - Forfeited - - Non-Vested Balance - 12/31/16 - $ - Grants 123,333 4.26 Vested (4,310 ) 8.70 Forfeited - - Non-Vested Balance - 09/30/17 119,023 $ 4.10 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Schedule of minimum future rental payments under non-cancellable operating leases | Remainder of 2017 $ 91,852 2018 333,623 2019 322,152 2020 26,846 2021 - $ 774,473 |
Restatement of Consolidated F_2
Restatement of Consolidated Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restatement of Consolidated Financial Statements [Abstract] | |
Schedule of condensed consolidating balance sheets | September 30, 2017 Previously As Reported Adjustments Revised Assets Current assets Cash and cash equivalents $ 2,585,453 $ - $ 2,585,453 Accounts receivable, net 12,975,448 - 12,975,448 Other prepaid expenses 1,410,624 - 1,410,624 Assets from discontinued operations 14,861 - 14,861 Total current assets 16,986,386 - 16,986,386 Property and equipment, net 468,308 - 468,308 Other assets Capitalized software development costs, net 1,666,814 - 1,666,814 Intangible assets: Patents 746,075 - 746,075 Other intangible assets, net 1,235,757 - 1,235,757 Goodwill 6,444,225 - 6,444,225 Other assets 92,420 - 92,420 Total other assets 10,185,291 - 10,185,291 Total assets $ 27,639,985 $ - $ 27,639,985 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 6,261,331 $ - $ 6,261,331 Accrued expenses 3,282,101 - 3,282,101 Deferred revenue 1,840,039 (337,500 ) 1,502,539 Other current liabilities, including security deposit - - - Current obligations under capital lease 3,642 - 3,642 Note payable, net - current portion - - - Warrant liability - 1,698,034 1,698,034 Liabilities from discontinued operations 170,225 - 170,225 Total current liabilities 11,557,338 1,360,534 12,917,872 Long-term liabilities Obligations under capital lease - - - Deferred revenue, noncurrent portion 900,616 (900,616 ) - Total long-term liabilities 900,616 (900,616 ) - Total liabilities 12,457,954 459,918 12,917,872 Preferred stock - - - Common stock 21,949 - 21,949 Additional paid-in capital 165,149,086 (1,377,509 ) 163,771,577 Accumulated deficit (149,989,004 ) 917,591 (149,071,413 ) Total stockholders’ equity 15,182,031 (459,918 ) 14,722,113 Total liabilities and stockholders’ equity $ 27,639,985 $ - $ 27,639,985 |
Schedule of condensed consolidating statements of operations | Three Months Ended September 30, 2017 Previously As Reported Adjustments Revised Revenue Media placement $ 10,916,126 $ - $ 10,916,126 License and royalties 155,795 (85,069 ) 70,726 Total revenue 11,071,921 (85,069 ) 10,986,852 Cost of Revenue Cost of revenue 5,342,189 - 5,342,189 Gross profit 5,729,732 (85,069 ) 5,644,663 Operating expenses Sales and marketing 3,395,943 - 3,395,943 General and administrative 3,732,184 (315,931 ) 3,416,253 Legal settlement - - - Depreciation and amortization 713,903 - 713,903 Total operating expenses 7,842,030 (315,931 ) 7,526,099 (Loss) from operations (2,112,298 ) 230,862 (1,881,436 ) Other Income (Expense) Earnings from joint venture - - - (Loss) on revaluation of warrant liability - (636,456 ) (636,456 ) Interest expense, net of interest income (555,288 ) - (555,288 ) Net (loss) before income taxes (2,667,586 ) (405,594 ) (3,073,180 ) Income tax benefit (expense) - - - Net (loss) from continuing operations (2,667,586 ) (405,594 ) (3,073,180 ) Discontinued Operations (Loss) from operations of discontinued component 2,788 - 2,788 Net (loss) income from discontinued operations 2,788 - 2,788 Net (loss) income $ (2,664,798 ) $ (405,594 ) $ (3,070,392 ) Basic net income (loss) per share Continuing operations (0.12 ) (0.02 ) (0.14 ) Discontinued operations 0.00 - 0.00 Basic net loss per share $ (0.12 ) $ (0.02 ) $ (0.14 ) Basic weighted average shares outstanding 21,597,130 21,597,130 Nine Months Ended September 30, 2017 Previously As Reported Adjustments Revised Revenue Media placement $ 28,163,712 $ - $ 28,163,712 License and royalties 357,291 (226,638 ) 130,653 Total revenue 28,521,003 (226,638 ) 28,294,365 Cost of Revenue Cost of revenue 14,364,112 - 14,364,112 Gross profit 14,156,891 (226,638 ) 13,930,253 Operating expenses Sales and marketing 10,607,985 - 10,607,985 General and administrative 10,150,616 (315,931 ) 9,834,685 Legal settlement - - - Depreciation and amortization 996,590 - 996,590 Total operating expenses 21,755,191 (315,931 ) 21,439,260 (Loss) from operations (7,598,300 ) 89,293 (7,509,007 ) Other Income (Expense) Earnings from joint venture - 1,464,754 1,464,754 (Loss) on revaluation of warrant liability - (636,456 ) (636,456 ) Interest expense, net of interest income (1,299,049 ) - (1,299,049 ) Net (loss) before income taxes (8,897,349 ) 917,591 (7,979,758 ) Income tax benefit (expense) - - - Net (loss) from continuing operations (8,897,349 ) 917,591 (7,979,758 ) Discontinued Operations (Loss) from operations of discontinued component (312,844 ) - (312,844 ) Net (loss) income from discontinued operations (312,844 ) - (312,844 ) Net (loss) income $ (9,210,193 ) $ 917,591 $ (8,292,602 ) Basic net income (loss) per share Continuing operations (0.42 ) 0.04 (0.38 ) Discontinued operations (0.01 ) - (0.01 ) Basic net loss per share $ (0.44 ) $ 0.04 $ (0.39 ) Basic weighted average shares outstanding 20,994,017 20,994,017 |
Schedule of condensed consolidating statements of cash flows | Nine Months Ended September 30, 2017 Previously As Reported Adjustments Revised Net (loss) $ (9,210,193 ) $ 917,591 $ (8,292,602 ) Less: (loss) income from discontinued operations, net of tax (312,844 ) - (312,844 ) (Loss) from continuing operations (8,897,349 ) (7,979,758 ) Adjustments to reconcile net (loss) to net cash (used in) operating activities: (Gain) loss on revaluation of derivative warrant liability - 636,456 636,456 Increase (decrease) in deferred revenue 2,495,248 (1,238,116 ) 1,257,132 Net cash (used in) operating activities - continuing operations (4,426,928 ) 315,931 (4,110,997 ) Net cash provided by operating activities - discontinued operations 143,900 (350,356 ) (206,456 ) Net cash (used in) provided by operating activities (4,283,028 ) (34,425 ) (4,317,453 ) Adjustments to reconcile net (loss) to net cash (used in) investing activities: Net cash (used in) investing activities - continuing operations (921,932 ) - (921,932 ) Net cash (used in) investing activities - discontinued operations (37,409 ) 350,356 312,947 Net cash (used in) provided by investing activities (959,341 ) 350,356 (608,985 ) Adjustments to reconcile net (loss) to net cash (used in) financing activities: Stock issuance costs - (315,931 ) (315,931 ) Net cash (used in) financing activities - continuing operations (916,723 ) (315,931 ) (1,232,654 ) Net cash (used in) financing activities - discontinued operations - - - Net cash (used in) provided by financing activities (916,723 ) (315,931 ) (1,232,654 ) Net decrease in cash and cash equivalents (6,159,092 ) - (6,159,092 ) Cash and cash equivalents - beginning of period $ 8,744,545 $ - $ 8,744,545 Cash and cash equivalents - ending of period $ 2,585,453 $ - $ 2,585,453 |
Organization, History and Bus_2
Organization, History and Business (Details) - shares | Sep. 30, 2017 | Dec. 31, 2016 | Mar. 01, 2016 |
Organization, History and Business (Textual) | |||
Maximum number of authorized shares | 300,000,000 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Software development [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, net estimated useful lives | 3 years |
Software development [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, net estimated useful lives | 2 years |
Equipment and computer hardware [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, net estimated useful lives | 5 years |
Office furniture [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, net estimated useful lives | 7 years |
Office furniture [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, net estimated useful lives | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, net estimated useful lives | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Customer | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)Customer | |
Summary of Significant Accounting Policies (Textual) | |||||
Accumulated deficit | $ (149,071,413) | $ (149,071,413) | $ (140,778,811) | ||
Net losses | $ (3,070,392) | $ 501,500 | (8,292,602) | $ 56,059 | $ (1,403,986) |
Cash for operating activities | $ (4,317,453) | $ (569,716) | |||
Revenue [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Concentration risk, percentage | 10.00% | 20.00% | |||
Concentration risk, description | No individual customer accounted for more than 10% of total revenue. | Approximately 20% was generated from contracts with one advertising agency. | |||
Accounts receivable [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Concentration risk, percentage | 13.00% | 28.00% | |||
Number of customers | Customer | 1 | 1 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts Receivable, net [Abstract] | ||
Accounts receivable | $ 13,221,723 | $ 9,302,208 |
Less allowance for bad debts | (246,275) | (459,952) |
Accounts receivable, net | $ 12,975,448 | $ 8,842,256 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Property and Equipment, net [Abstract] | ||
Equipment and computer hardware | $ 245,294 | $ 277,292 |
Office furniture | 258,033 | 198,735 |
Leasehold improvements | 329,478 | 206,902 |
Equipment held under capital lease | 13,160 | 13,160 |
Property and equipment, gross | 845,965 | 696,089 |
Less: accumulated depreciation | (377,657) | (285,401) |
Property and equipment, net | $ 468,308 | $ 410,688 |
Property and Equipment, net (_2
Property and Equipment, net (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Property and Equipment, net (Textual) | ||
Depreciation expense | $ 113,516 | $ 99,489 |
Capitalized Software Developm_3
Capitalized Software Development Costs, net (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Capitalized Software Development Costs, net [Abstract] | ||
Beginning balance | $ 1,698,992 | $ 1,117,480,000 |
Additions | 634,701 | 1,243,506 |
Less: amortization expense | (666,876) | (661,994) |
Ending balance | $ 1,666,814 | $ 1,698,992 |
Capitalized Software Developm_4
Capitalized Software Development Costs, net (Details 1) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Capitalized Software Development Costs, net [Abstract] | ||
Remainder of 2017 | $ 250,754 | |
2,018 | 817,724 | |
2,019 | 465,336 | |
2,020 | 133,000 | |
2,021 | ||
Amortization expense remaining estimated lives, total | $ 854,088 |
Capitalized Software Developm_5
Capitalized Software Development Costs, net (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Capitalized Software Development Costs [Member] | ||||
Capitalized Software Development Costs, net (Textual) | ||||
Amortization expense | $ 228,782 | $ 177,449 | $ 666,876 | $ 463,547 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Intangible Assets [Abstract] | ||
Patent costs | $ 2,541,290 | $ 1,577,122 |
Less: accumulated amortization | (1,795,215) | (1,115,392) |
Patents, net | $ 746,075 | $ 461,730 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2017 | $ 250,754 | |
2,018 | 817,724 | |
2,019 | 465,336 | |
2,020 | 133,000 | |
2,021 | ||
Patents | 746,075 | $ 461,730 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2017 | 30,481 | |
2,018 | 121,856 | |
2,019 | 121,845 | |
2,020 | 121,833 | |
2,021 | 121,821 | |
Thereafter | 228,239 | |
Patents | 746,075 | |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2017 | 67,750 | |
2,018 | 271,000 | |
2,019 | 271,000 | |
2,020 | 187,536 | |
2,021 | 97,000 | |
Thereafter | 341,471 | |
Patents | $ 1,235,757 |
Intangible Assets (Details 2)
Intangible Assets (Details 2) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, net | $ 1,235,757 | $ 1,439,007 |
Less: accumulated amortization | (604,243) | (400,993) |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, net | 970,000 | 970,000 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, net | $ 870,000 | $ 870,000 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Intangible Assets (Textual) | ||
Amortization expense - patents | $ 679,823 | $ 150,863 |
Amortization expense - intangible assets | 203,250 | $ 207,720 |
One-time amortization expense | $ 591,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Accrued Expenses [Abstract] | ||
Accrued cost of revenues | $ 962,364 | $ 1,085,585 |
Accrued payroll and related expenses | 1,821,926 | 879,300 |
Accrued professional fees | 391,410 | 26,038 |
Other accrued expenses | 106,401 | 190,021 |
Accrued expenses | $ 3,282,101 | $ 2,180,944 |
Capital Leases (Details)
Capital Leases (Details) | Sep. 30, 2017USD ($) |
Capital Leases [Abstract] | |
2,018 | $ 3,790 |
2,019 | |
2,020 | |
2,021 | |
2,022 | |
Total minimum lease payments | 3,790 |
Less amount representing interest | (148) |
Present value of net minimum lease payments | $ 3,642 |
Capital Leases (Details Textual
Capital Leases (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Capital Leases (Textual) | |||||
Equipment cost | $ 13,160 | $ 13,160 | $ 13,160 | ||
Depreciation charged to operations | $ 113,516 | $ 99,489 | |||
Office Equipment [Member] | |||||
Capital Leases (Textual) | |||||
Lease expiration, date | Dec. 31, 2018 | ||||
Equipment cost | $ 13,160 | $ 13,160 | |||
Minimum future lease payments, term | 5 years | ||||
Effective interest rate charged on capital leases | 7.428% | 7.428% | |||
Purchase option on capital lease | $ 1 | $ 1 | |||
Interest charged to operations | 78 | $ 140 | 282 | 465 | |
Depreciation charged to operations | $ 658 | $ 658 | $ 1,973 | $ 1,973 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Discontinued Operations [Abstract] | ||
Accounts receivable, net | $ 430,151 | |
Other prepaid expenses | 9,455 | |
Property, plant and equipment, net | 9,130 | 35,516 |
Capitalized software development costs, net | 389,863 | |
Other assets | 5,731 | 5,731 |
Assets classified as held for sale | 14,861 | 870,716 |
Accounts payable | 98,029 | 298,757 |
Accrued expenses | 12,500 | 248,783 |
Deferred revenue | 59,696 | 59,696 |
Liabilities classified as held for sale | $ 170,225 | $ 607,236 |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue | ||||
Wireless applications revenue | $ 1,790,135 | $ 53,298 | $ 4,735,213 | |
Costs and Expenses | ||||
Cost of revenue | 4,793 | 999,415 | 235,632 | 2,429,585 |
Sales and marketing | 410 | 38,390 | 32,981 | 143,364 |
General and administrative | 1,831 | 214,034 | 144,785 | 371,669 |
Depreciation and amortization | 2,178 | 10,573 | 9,279 | 31,001 |
Total costs and expenses | 9,212 | 1,262,412 | 422,677 | 2,975,619 |
Other Income | 12,000 | 56,535 | ||
Net income (loss) from discontinued operations | $ 2,788 | $ 527,723 | $ (312,844) | $ 1,759,594 |
Discontinued Operations (Deta_3
Discontinued Operations (Details 2) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Discontinued Operations [Abstract] | ||
Net cash (used in) provided by discontinued operating activities | $ (206,456) | $ 2,170,685 |
Net cash provided by (used in) discontinued investing activities | 312,947 | (304,960) |
Net cash used in discontinued financing activities | (8,500) | |
Net increase in cash and cash equivalents | $ 106,491 | $ 1,857,225 |
Discontinued Operations (Deta_4
Discontinued Operations (Details Textual) | Feb. 07, 2017USD ($) |
Discontinued Operations (Textual) | |
Proceeds from sale of assets | $ 350,000 |
Asset Purchase Agreement [Member] | |
Discontinued Operations (Textual) | |
Sale of business estimated price | 400,000 |
Proceeds from sale of assets | $ 310,000 |
Payments for post-closing covenants, description | The remaining $90,000 will be paid upon the satisfaction of certain post-closing covenants. Of the $90,000 payable upon satisfaction of the post-closing covenants, $40,000 was earned and collected by the Company, with the remaining $50,000 not expected to be earned, for a total sale price of $350,000. |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Income Taxes (Textual) | |
Operating loss carryover | $ 47,603,442 |
Operating loss carryover, expiration date | Dec. 31, 2036 |
Note Payable (Details)
Note Payable (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Notes Payable: | ||
Principal outstanding | $ 6,916,664 | |
Accrued interest | 469,060 | |
Accrued termination fee | 258,543 | |
Note Payable Gross | 7,644,267 | |
Less: discount on note payable | (794,547) | |
Note Payable | 6,849,720 | |
Less: current portion, net | (2,896,893) | |
Long-term portion, net | $ 3,952,827 |
Note Payable (Details Textual)
Note Payable (Details Textual) - USD ($) | Mar. 01, 2016 | Aug. 01, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Note Payable (Textual) | |||||||
Note payable original principal amount | $ 6,849,720 | ||||||
Aggregate amount of shares issued | $ 4,622,491 | $ 10,320,001 | |||||
Debt instrument, Term | 42 months | ||||||
Collateral agent assigned value | 500,000 | $ 500,000 | |||||
Deferred revenue | 500,000 | ||||||
Interest expense from amortization | 70,726 | $ 32,934 | 130,653 | $ 107,823 | |||
Interest expense | 47,280 | 203,681 | 374,287 | 644,405 | |||
Amortization of discount | 794,548 | 570,267 | |||||
Accrual of termination fees charged to interest expense | 49,508 | $ 23,054 | 91,457 | $ 75,476 | |||
Revenue Sharing and Note Purchase Agreement [Member] | |||||||
Note Payable (Textual) | |||||||
Issuance of common stock shares | 200,000 | ||||||
Aggregate amount of shares issued | $ 568,000 | ||||||
Debt instrument, Description | Pursuant to the terms of the Amendment, principal payment on the Note issued pursuant to the NPA was reduced from $333,333 to $175,000 for the period commencing on the last business day of February 2016 through the last business day of February 2017 and from $333,333 to $300,000 for the period commencing on the last business day of March 2017 to the last day of business of February 2018, with the final payment on the last business day of March 2018 increased to repay the remaining principal in full. | ||||||
Restructuring fee | $ 100,000 | ||||||
Senior Secured Note [Member] | |||||||
Note Payable (Textual) | |||||||
Note payable original principal amount | $ 10,000,000 | $ 10,000,000 | |||||
Issuance of common stock shares | 261,954 | ||||||
Stock price per share | $ 3.817 | $ 3.817 | |||||
Aggregate amount of shares issued | $ 1,000,000 | ||||||
Percentage of discount | 10.00% | ||||||
Received paying legal and due diligence expenses | $ 8,850,000 | ||||||
Interest rate | 9.00% | ||||||
Description of LIBOR rate | The principal amount of the Note bore interest at a rate equal to LIBOR plus 9% per annum. Such interest was payable in cash, except that 2% per annum of such interest was to be paid-in-kind, by increasing the principal amount of the Note by the amount of such interest. | ||||||
Debt instrument, Term | 42 months | ||||||
Amortization payments | $ 333,334 | ||||||
Percentage of monetization revenues | 85.00% | ||||||
Payment term monetization revenues description | The Company is obligated to pay the Revenue Participants (a) 50% of Monetization Revenues until such time as the Revenue Participants have received $2,500,000 in the aggregate with respect to the Revenue Stream, (b) 30% of the Monetization Revenues thereafter, until such time that the Revenue Participants have received $5,000,000 in the aggregate with respect to the Revenue Stream, and (c) 10% of the Monetization Revenues thereafter, until the Revenue Stream has been fully satisfied. In addition, upon any acceleration of the Notes and Revenue Stream, the Company is obligated to pay the Revenue Participants 100% of the Monetization Revenues until the Revenue Stream has been fully satisfied. The Company was also required to pay $350,000 to the Note Purchaser upon repayment of the Note, which payment was also made on August 1, 2017. | ||||||
Purchasers upon repayment of the notes | $ 350,000 | ||||||
Proceeds of offering common stock and warrants | $ 4,900,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock Based Compensation (Textual) | ||||
Stock-based compensation expense | $ 1,261,777 | $ 931,197 | ||
General and administrative - discontinued operations | $ 1,831 | $ 214,034 | 144,785 | 371,669 |
Sales and marketing - discontinued operations | $ 410 | $ 38,390 | 32,981 | 143,364 |
Restricted stock-based compensation expense | 55,879 | |||
General and administrative expense [Member] | ||||
Stock Based Compensation (Textual) | ||||
Stock-based compensation expense | 787,830 | 715,033 | ||
General and administrative - discontinued operations | 437 | 2,598 | ||
Restricted stock-based compensation expense | 55,879 | |||
Sales and marketing expense [Member] | ||||
Stock Based Compensation (Textual) | ||||
Stock-based compensation expense | 474,438 | 220,090 | ||
Sales and marketing - discontinued operations | 54 | $ 1,328 | ||
Restricted stock-based compensation expense | $ 0 | |||
Stock Option [Member] | ||||
Stock Based Compensation (Textual) | ||||
Share based compensation, number of shares vested | 631,080 | 700,138 | ||
Restricted stock-based compensation expense | $ 1,262,268 | $ 935,123 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | May 23, 2017 | Apr. 21, 2014 | Sep. 30, 2017 | Sep. 30, 2017 |
Related Party Transactions (Textual) | ||||
Licensing agreement terms, Description | The parties renewed the JV License Agreement for an additional four years in exchange for an upfront payment to the JV of $4,500,000, of which the Company received $1,350,000 and reported as earnings from JV for the three and nine months ended September 30, 2017. The Company's share of the renewal fee was paid to the Note Purchaser in accordance with the terms of the NPA. | In exchange for the License, the Licensee has agreed to pay the JV an annual fee of $1,250,000 for a minimum of three years ("Annual Fee"), subject to a right of the Licensee to renew the License for an additional four years. Under the arrangement, if the Licensee has paid a total of $8,750,000 in license fees, either in one lump sum or after paying $1,250,000 annually for seven years, the License would be deemed to be perpetual. For JV Patent infringement actions provided for under the License, the Licensee will pay 20% of the gross proceeds from settlements received less any Annual Fee amounts paid and litigation costs incurred ("Share of Proceeds"). SITO Mobile R&D IP, LLC and PMC have agreed serve as co-plaintiffs with the Licensee in infringement actions under the License and the Licensee has agreed to be responsible for any out-of-pocket costs of the JV associated with being a co-plaintiff in supporting the Licensee in such litigation, including attorneys' fees. The Licensee will pay the Annual Fee and any Share of Proceeds to the JV. The Company is entitled to 30% of any proceeds received by the JV. In the event that the Licensee does not assert any infringement actions under its rights in the License prior to April 2019, the JV may, at its sole option, choose to terminate Licensee's exclusive right to assert infringement claims with no reduction or adjustment to the Annual Fee. | The JV License was renewed in June 2017 in exchange for a pre-payment of approximately $4,500,000. | |
Amortization of revenue | $ 0 | $ 114,754 | ||
Licensing Agreement [Member] | ||||
Related Party Transactions (Textual) | ||||
Deferred revenue | $ 0 | $ 0 |
Fair Value (Details)
Fair Value (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | |
Fair Value (Textual) | |||
Loss on revaluation of warrant liability | $ (636,456) | $ (636,456) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Employee Stock Option [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Stock Options | ||
Grants | 1,285,000 | 844,000 |
$2.25 - $7.06 [Member] | ||
Stock Options | ||
Balance | 2,593,257 | |
Weighted Average Exercise Price | ||
Balance | $ 4.78 | |
Weighted Average Remaining Life (Years) | 2 years 9 months 25 days | |
$2.58 - $4.74 [Member] | ||
Stock Options | ||
Grants | 844,000 | |
Weighted Average Exercise Price | ||
Grants | $ 3.64 | |
$2.25 - $4.69 [Member] | ||
Stock Options | ||
Exercised | (256,860) | |
Weighted Average Exercise Price | ||
Exercised | $ (4.16) | |
$2.50 - $6.50 [Member] | ||
Stock Options | ||
Cancellations | (1,268,010) | |
Weighted Average Exercise Price | ||
Cancellations | $ (5.42) | |
$2.50 - $7.06 [Member] | ||
Stock Options | ||
Balance | 1,912,387 | |
Balance | 1,912,387 | |
Weighted Average Exercise Price | ||
Balance | $ 3.93 | |
Balance | $ 3.93 | |
Weighted Average Remaining Life (Years) | 3 years 7 months 13 days | |
$2.60 - $6.01 [Member] | ||
Stock Options | ||
Grants | 1,285,000 | |
Weighted Average Exercise Price | ||
Grants | $ 4.90 | |
$2.50 - $4.69 [Member] | ||
Stock Options | ||
Exercised | (69,413) | |
Weighted Average Exercise Price | ||
Exercised | $ (0.04) | |
$2.50 - $7.06 [Member] | ||
Stock Options | ||
Cancellations | (1,254,527) | |
Weighted Average Exercise Price | ||
Cancellations | $ (3.52) | |
$2.50 - $6.76 [Member] | ||
Stock Options | ||
Balance | 1,873,447 | |
Weighted Average Exercise Price | ||
Balance | $ 5.02 | |
Weighted Average Remaining Life (Years) | 4 years 3 months 19 days |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Option Pricing Model [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted Average Risk-Free Interest Rate | 2.22% | 1.23% |
Weighted Average Expected Volatility | 96.70% | 97.91% |
Dividend Yield | ||
Weighted Average Expected Option Term (Years) | 7 years 7 months 21 days | 5 years 22 days |
Weighted Average Grant Date Fair Value | $ 4.20 | $ 3.03 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - Non-Vested Options [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Number of Options | ||
Beginning balance | 1,282,026 | 620,326 |
Grants | 1,285,000 | 844,000 |
Vested | (475,447) | (165,000) |
Forfeited | (693,579) | (17,300) |
Ending balance | 1,398,000 | 1,282,026 |
Weighted Average Exercise Price | ||
Beginning balance | $ 3.26 | $ 2.92 |
Ending balance | $ 4.21 | $ 3.26 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Restricted Stock [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Number of Options | ||
Beginning balance | ||
Grants | 123,333 | |
Vested | (4,310) | |
Forfeited | ||
Ending balance | 119,023 | |
Weighted Average Exercise Price | ||
Beginning balance | ||
Grants | 4.26 | |
Vested | 8.70 | |
Forfeited | ||
Ending balance | $ 4.10 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Beginning balance | ||
Warrants, Grants | 320,000 | |
Warrants, Exercised | ||
Warrants, Cancellations | ||
Warrants, Ending balance | 320,000 | |
Exercise Price per Share, Beginning Balance | ||
Exercise Price per Share, Grants | 6.25 | |
Exercise Price per Share, Exercised | ||
Exercise Price per Share, Cancellations | ||
Exercise Price per Share, Ending Balance | 6.25 | |
Weighted Average Exercise Price, Beginning Balance | ||
Weighted Average Exercise Price, Granted | 6.25 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Cancelled | ||
Weighted Average Exercise Price, Ending Balance | $ 6.25 | |
Weighted Average Remaining Life (Years), Ending Balance | 4 years 6 months 29 days |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||||||
Gross proceeds from common stock issued | $ 6,000,000 | $ 10,320,001 | ||||
Common stock options outstanding | 2,316,780 | 2,316,780 | 1,912,387 | 2,593,257 | ||
Gross proceeds from option exercised | $ 2,500 | 703,604 | ||||
Stock Incentive Plans [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares available for grant | 1,840,199 | 1,840,199 | ||||
Recognized compensation expense | $ 700,000 | $ 400,000 | $ 1,200,000 | 900,000 | ||
Restricted Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Recognized compensation related to restricted stock unit grants | $ 100,000 | $ 100,000 | ||||
Restricted stock granted expected to recognized over remaining average period | 1 year 1 month 6 days | |||||
Additional compensation expense | $ 500,000 | |||||
Fortress Credit Co LLC [Member] | ||||||
Class of Stock [Line Items] | ||||||
Options exercised | 3,066,667 | |||||
Common stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock shares | 1,200,000 | 3,066,667 | ||||
Common stock options outstanding | 1,366,075 | 1,366,075 | ||||
Options exercised | 69,413 | 256,860 | ||||
Gross proceeds from option exercised | $ 2,500 | |||||
Proceeds from net legal and accounting services | $ 5,684,069 | |||||
Shares issued of common stock | 1,269,413 | |||||
Common stock [Member] | Fortress Credit Co LLC [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock shares | 3,430,520 | |||||
Price per share | $ 2.84 | $ 2.84 | ||||
Gross proceeds from common stock issued | $ 568,000 | |||||
Options exercised | 163,583 | |||||
Gross proceeds from option exercised | $ 703,604 | |||||
Proceeds from net legal and accounting services | $ 10,320,001 | |||||
Shares issued of common stock | 200,000 | |||||
Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants to purchase common stock shares | 320,000 | 320,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Sep. 30, 2017USD ($) |
Schedule of minimum future rental payments under non-cancellable operating leases | |
Remainder of 2017 | $ 91,852 |
2,018 | 333,623 |
2,019 | 322,152 |
2,020 | 26,846 |
2,021 | |
Total | $ 774,473 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Commitments and Contingencies (Textual) | ||||
Rent expense | $ 125,061 | $ 80,307 | $ 343,405 | $ 292,522 |
Jersey [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Lease expiration period of stores provided on additional rentals | 5 years | |||
Lease expiration, date | Nov. 30, 2018 | |||
Boise Office [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Lease term | 38 months |
Restatement of Consolidated F_3
Restatement of Consolidated Financial Statements (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||||
Cash and cash equivalents | $ 2,585,453 | $ 8,744,545 | $ 9,836,888 | $ 2,615,184 |
Accounts receivable, net | 12,975,448 | 8,842,256 | ||
Other prepaid expenses | 1,410,624 | 229,039 | ||
Assets from discontinued operations | 14,861 | 870,716 | ||
Total current assets | 16,986,386 | 18,686,556 | ||
Property and equipment, net | 468,308 | 410,688 | ||
Other assets | ||||
Capitalized software development costs, net | 1,666,814 | 1,698,992 | 1,117,480,000 | |
Intangible assets: | ||||
Patents | 746,075 | 461,730 | ||
Other intangible assets, net | 1,235,757 | 1,439,007 | ||
Goodwill | 6,444,225 | 6,444,225 | ||
Other assets | 92,420 | |||
Total other assets | 10,185,291 | 11,048,080 | ||
Total assets | 27,639,985 | 30,145,324 | ||
Current liabilities | ||||
Accounts payable | 6,261,331 | 3,184,237 | ||
Accrued expenses | 3,282,101 | 2,180,944 | ||
Deferred revenue | 1,502,539 | 245,407 | ||
Other current liabilities, including security deposit | ||||
Current obligations under capital lease | 3,642 | 3,446 | ||
Note payable, net - current portion | 2,896,893 | |||
Warrant liability | 1,698,034 | |||
Liabilities from discontinued operations | 170,225 | 607,236 | ||
Total current liabilities | 12,917,872 | 9,118,163 | ||
Long-term liabilities | ||||
Obligations under capital lease | 2,756 | |||
Deferred revenue, noncurrent portion | ||||
Total long-term liabilities | 3,955,583 | |||
Total liabilities | 12,917,872 | 13,073,746 | ||
Preferred stock | ||||
Common stock | 21,949 | 20,680 | ||
Additional paid-in capital | 163,771,577 | 157,829,709 | ||
Accumulated deficit | (149,071,413) | (140,778,811) | ||
Total stockholders' equity | 14,722,113 | 17,071,578 | $ 5,180,578 | |
Total liabilities and stockholders' equity | 27,639,985 | 30,145,324 | ||
Previously Reported [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 2,585,453 | 8,744,545 | ||
Accounts receivable, net | 12,975,448 | |||
Other prepaid expenses | 1,410,624 | |||
Assets from discontinued operations | 14,861 | |||
Total current assets | 16,986,386 | |||
Property and equipment, net | 468,308 | |||
Other assets | ||||
Capitalized software development costs, net | 1,666,814 | |||
Intangible assets: | ||||
Patents | 746,075 | |||
Other intangible assets, net | 1,235,757 | |||
Goodwill | 6,444,225 | |||
Other assets | 92,420 | |||
Total other assets | 10,185,291 | |||
Total assets | 27,639,985 | |||
Current liabilities | ||||
Accounts payable | 6,261,331 | |||
Accrued expenses | 3,282,101 | |||
Deferred revenue | 1,840,039 | |||
Other current liabilities, including security deposit | ||||
Current obligations under capital lease | 3,642 | |||
Note payable, net - current portion | ||||
Warrant liability | ||||
Liabilities from discontinued operations | 170,225 | |||
Total current liabilities | 11,557,338 | |||
Long-term liabilities | ||||
Obligations under capital lease | ||||
Deferred revenue, noncurrent portion | 900,616 | |||
Total long-term liabilities | 900,616 | |||
Total liabilities | 12,457,954 | |||
Preferred stock | ||||
Common stock | 21,949 | |||
Additional paid-in capital | 165,149,086 | |||
Accumulated deficit | (149,989,004) | |||
Total stockholders' equity | 15,182,031 | |||
Total liabilities and stockholders' equity | 27,639,985 | |||
Adjustments [Member] | ||||
Current assets | ||||
Cash and cash equivalents | ||||
Accounts receivable, net | ||||
Other prepaid expenses | ||||
Assets from discontinued operations | ||||
Total current assets | ||||
Property and equipment, net | ||||
Other assets | ||||
Capitalized software development costs, net | ||||
Intangible assets: | ||||
Patents | ||||
Other intangible assets, net | ||||
Goodwill | ||||
Other assets | ||||
Total other assets | ||||
Total assets | ||||
Current liabilities | ||||
Accounts payable | ||||
Accrued expenses | ||||
Deferred revenue | (337,500) | |||
Other current liabilities, including security deposit | ||||
Current obligations under capital lease | ||||
Note payable, net - current portion | ||||
Warrant liability | 1,698,034 | |||
Liabilities from discontinued operations | ||||
Total current liabilities | 1,360,534 | |||
Long-term liabilities | ||||
Obligations under capital lease | ||||
Deferred revenue, noncurrent portion | (900,616) | |||
Total long-term liabilities | (900,616) | |||
Total liabilities | 459,918 | |||
Preferred stock | ||||
Common stock | ||||
Additional paid-in capital | (1,377,509) | |||
Accumulated deficit | 917,591 | |||
Total stockholders' equity | (459,918) | |||
Total liabilities and stockholders' equity |
Restatement of Consolidated F_4
Restatement of Consolidated Financial Statements (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Revenue | |||||
Media placement | $ 10,916,126 | $ 8,424,099 | $ 28,163,712 | $ 21,583,479 | |
License and royalties | 70,726 | 127,196 | 130,653 | 388,561 | |
Total revenue | 10,986,852 | 8,551,295 | 28,294,365 | 21,972,040 | |
Cost of Revenue | |||||
Cost of revenue | 5,342,189 | 3,759,675 | 14,364,112 | 9,973,728 | |
Gross profit | 5,644,663 | 13,930,253 | |||
Operating expenses | |||||
Sales and marketing | 3,395,943 | 2,870,828 | 10,607,985 | 7,685,561 | |
General and administrative | 3,416,253 | 1,356,537 | 9,834,685 | 4,236,541 | |
Legal settlement | |||||
Depreciation and amortization | 713,903 | 153,696 | 996,590 | 458,072 | |
Total operating expenses | 7,526,099 | 21,439,260 | |||
(Loss) from operations | (1,881,436) | 410,559 | (7,509,007) | (381,862) | |
Other Income (Expense) | |||||
Earnings from joint venture | 1,464,754 | ||||
(Loss) on revaluation of warrant liability | (636,456) | (636,456) | |||
Interest expense, net of interest income | (555,288) | (436,782) | (1,299,049) | (1,321,673) | |
Net (loss) before income taxes | (3,073,180) | (26,223) | (7,979,758) | (1,703,535) | |
Income tax benefit (expense) | |||||
Net (loss) from continuing operations | (3,073,180) | (26,223) | (7,979,758) | (1,703,535) | |
Discontinued Operations | |||||
(Loss) from operations of discontinued component | 2,788 | 527,723 | (312,844) | 1,759,594 | |
Net (loss) income from discontinued operations | 2,788 | 527,723 | (312,844) | 1,759,594 | |
Net (loss) income | $ (3,070,392) | $ 501,500 | $ (8,292,602) | $ 56,059 | $ (1,403,986) |
Basic net income (loss) per share | |||||
Continuing operations | $ (0.14) | $ 0 | $ (0.38) | $ (0.10) | |
Discontinued operations | 0 | 0.03 | (0.01) | 0.10 | |
Basic net loss per share | $ (0.14) | $ 0.03 | $ (0.39) | $ 0 | |
Basic weighted average shares outstanding | 21,597,130 | 17,433,011 | 20,994,017 | 17,714,960 | |
Previously Reported [Member] | |||||
Revenue | |||||
Media placement | $ 10,916,126 | $ 28,163,712 | |||
License and royalties | 155,795 | 357,291 | |||
Total revenue | 11,071,921 | 28,521,003 | |||
Cost of Revenue | |||||
Cost of revenue | 5,342,189 | 14,364,112 | |||
Gross profit | 5,729,732 | 14,156,891 | |||
Operating expenses | |||||
Sales and marketing | 3,395,943 | 10,607,985 | |||
General and administrative | 3,732,184 | 10,150,616 | |||
Legal settlement | |||||
Depreciation and amortization | 713,903 | 996,590 | |||
Total operating expenses | 7,842,030 | 21,755,191 | |||
(Loss) from operations | (2,112,298) | (7,598,300) | |||
Other Income (Expense) | |||||
Earnings from joint venture | |||||
(Loss) on revaluation of warrant liability | |||||
Interest expense, net of interest income | (555,288) | (1,299,049) | |||
Net (loss) before income taxes | (2,667,586) | (8,897,349) | |||
Income tax benefit (expense) | |||||
Net (loss) from continuing operations | (2,667,586) | (8,897,349) | |||
Discontinued Operations | |||||
(Loss) from operations of discontinued component | 2,788 | (312,844) | |||
Net (loss) income from discontinued operations | 2,788 | (312,844) | |||
Net (loss) income | $ (2,664,798) | $ (9,210,193) | |||
Basic net income (loss) per share | |||||
Continuing operations | $ (0.12) | $ (0.42) | |||
Discontinued operations | 0 | (0.01) | |||
Basic net loss per share | $ (0.12) | $ (0.44) | |||
Basic weighted average shares outstanding | 21,597,130 | 20,994,017 | |||
Adjustments [Member] | |||||
Revenue | |||||
Media placement | |||||
License and royalties | (85,069) | (226,638) | |||
Total revenue | (85,069) | (226,638) | |||
Cost of Revenue | |||||
Cost of revenue | |||||
Gross profit | (85,069) | (226,638) | |||
Operating expenses | |||||
Sales and marketing | |||||
General and administrative | (315,931) | (315,931) | |||
Legal settlement | |||||
Depreciation and amortization | |||||
Total operating expenses | (315,931) | (315,931) | |||
(Loss) from operations | 230,862 | 89,293 | |||
Other Income (Expense) | |||||
Earnings from joint venture | 1,464,754 | ||||
(Loss) on revaluation of warrant liability | (636,456) | (636,456) | |||
Interest expense, net of interest income | |||||
Net (loss) before income taxes | (405,594) | 917,591 | |||
Income tax benefit (expense) | |||||
Net (loss) from continuing operations | (405,594) | 917,591 | |||
Discontinued Operations | |||||
(Loss) from operations of discontinued component | |||||
Net (loss) income from discontinued operations | |||||
Net (loss) income | $ (405,594) | $ 917,591 | |||
Basic net income (loss) per share | |||||
Continuing operations | $ (0.02) | $ 0.04 | |||
Discontinued operations | |||||
Basic net loss per share | $ (0.02) | $ 0.04 | |||
Basic weighted average shares outstanding |
Restatement of Consolidated F_5
Restatement of Consolidated Financial Statements (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | |||||
Net (loss) | $ (3,070,392) | $ 501,500 | $ (8,292,602) | $ 56,059 | $ (1,403,986) |
Less: (loss) income from discontinued operations, net of tax | 312,844 | (1,759,594) | |||
(Loss) from continuing operations | (3,073,180) | (26,223) | (7,979,758) | (1,703,535) | |
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | |||||
(Gain) loss on revaluation of derivative warrant liability | 636,456 | 636,456 | |||
Increase (decrease) in deferred revenue | 1,257,132 | (96,129) | |||
Net cash (used in) operating activities - continuing operations | (4,110,997) | (2,740,401) | |||
Net cash provided by operating activities - discontinued operations | (206,456) | 2,170,685 | |||
Net cash (used in) provided by operating activities | (4,317,453) | (569,716) | |||
Adjustments to reconcile net (loss) to net cash (used in) investing activities: | |||||
Net cash (used in) investing activities - continuing operations | (921,932) | (926,170) | |||
Net cash (used in) investing activities - discontinued operations | 312,947 | (304,960) | |||
Net cash (used in) provided by investing activities | (608,985) | (1,231,130) | |||
Adjustments to reconcile net (loss) to net cash (used in) financing activities: | |||||
Stock issuance costs | (315,931) | (1,180,000) | |||
Net cash (used in) financing activities - continuing operations | (1,232,654) | 9,031,049 | |||
Net cash (used in) financing activities - discontinued operations | (8,500) | ||||
Net cash (used in) provided by financing activities | (1,232,654) | 9,022,549 | |||
Net decrease in cash and cash equivalents | (6,159,092) | 7,221,704 | |||
Cash and cash equivalents - beginning of period | 8,744,545 | 2,615,184 | 2,615,184 | ||
Cash and cash equivalents - ending of period | 2,585,453 | $ 9,836,888 | 2,585,453 | $ 9,836,888 | 8,744,545 |
Previously Reported [Member] | |||||
Cash Flows from Operating Activities | |||||
Net (loss) | (2,664,798) | (9,210,193) | |||
Less: (loss) income from discontinued operations, net of tax | (312,844) | ||||
(Loss) from continuing operations | (2,667,586) | (8,897,349) | |||
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | |||||
(Gain) loss on revaluation of derivative warrant liability | |||||
Increase (decrease) in deferred revenue | 2,495,248 | ||||
Net cash (used in) operating activities - continuing operations | (4,426,928) | ||||
Net cash provided by operating activities - discontinued operations | 143,900 | ||||
Net cash (used in) provided by operating activities | (4,283,028) | ||||
Adjustments to reconcile net (loss) to net cash (used in) investing activities: | |||||
Net cash (used in) investing activities - continuing operations | (921,932) | ||||
Net cash (used in) investing activities - discontinued operations | (37,409) | ||||
Net cash (used in) provided by investing activities | (959,341) | ||||
Adjustments to reconcile net (loss) to net cash (used in) financing activities: | |||||
Stock issuance costs | |||||
Net cash (used in) financing activities - continuing operations | (916,723) | ||||
Net cash (used in) financing activities - discontinued operations | |||||
Net cash (used in) provided by financing activities | (916,723) | ||||
Net decrease in cash and cash equivalents | (6,159,092) | ||||
Cash and cash equivalents - beginning of period | 8,744,545 | ||||
Cash and cash equivalents - ending of period | 2,585,453 | 2,585,453 | 8,744,545 | ||
Adjustments [Member] | |||||
Cash Flows from Operating Activities | |||||
Net (loss) | (405,594) | 917,591 | |||
Less: (loss) income from discontinued operations, net of tax | |||||
(Loss) from continuing operations | (405,594) | 917,591 | |||
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | |||||
(Gain) loss on revaluation of derivative warrant liability | 636,456 | 636,456 | |||
Increase (decrease) in deferred revenue | (1,238,116) | ||||
Net cash (used in) operating activities - continuing operations | 315,931 | ||||
Net cash provided by operating activities - discontinued operations | (350,356) | ||||
Net cash (used in) provided by operating activities | (34,425) | ||||
Adjustments to reconcile net (loss) to net cash (used in) investing activities: | |||||
Net cash (used in) investing activities - continuing operations | |||||
Net cash (used in) investing activities - discontinued operations | 350,356 | ||||
Net cash (used in) provided by investing activities | 350,356 | ||||
Adjustments to reconcile net (loss) to net cash (used in) financing activities: | |||||
Stock issuance costs | (315,931) | ||||
Net cash (used in) financing activities - continuing operations | (315,931) | ||||
Net cash (used in) financing activities - discontinued operations | |||||
Net cash (used in) provided by financing activities | (315,931) | ||||
Net decrease in cash and cash equivalents | |||||
Cash and cash equivalents - beginning of period | |||||
Cash and cash equivalents - ending of period |
Restatement of Consolidated F_6
Restatement of Consolidated Financial Statements (Details Textual) - USD ($) | May 23, 2017 | Apr. 21, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Restatement of Consolidated Financial Statements (Textual) | |||||||
Professional fees | $ 315,931 | $ 315,931 | |||||
General and administrative | 3,416,253 | $ 1,356,537 | 9,834,685 | $ 4,236,541 | |||
Net loss | (3,070,392) | 501,500 | (8,292,602) | 56,059 | $ (1,403,986) | ||
Warrant liability | 1,698,034 | 1,698,034 | |||||
Loss on revaluation of warrant liability | (636,456) | (636,456) | |||||
Additional paid-in capital | 163,771,577 | $ 163,771,577 | 157,829,709 | ||||
Licensing agreement terms, Description | The parties renewed the JV License Agreement for an additional four years in exchange for an upfront payment to the JV of $4,500,000, of which the Company received $1,350,000 and reported as earnings from JV for the three and nine months ended September 30, 2017. The Company's share of the renewal fee was paid to the Note Purchaser in accordance with the terms of the NPA. | In exchange for the License, the Licensee has agreed to pay the JV an annual fee of $1,250,000 for a minimum of three years ("Annual Fee"), subject to a right of the Licensee to renew the License for an additional four years. Under the arrangement, if the Licensee has paid a total of $8,750,000 in license fees, either in one lump sum or after paying $1,250,000 annually for seven years, the License would be deemed to be perpetual. For JV Patent infringement actions provided for under the License, the Licensee will pay 20% of the gross proceeds from settlements received less any Annual Fee amounts paid and litigation costs incurred ("Share of Proceeds"). SITO Mobile R&D IP, LLC and PMC have agreed serve as co-plaintiffs with the Licensee in infringement actions under the License and the Licensee has agreed to be responsible for any out-of-pocket costs of the JV associated with being a co-plaintiff in supporting the Licensee in such litigation, including attorneys' fees. The Licensee will pay the Annual Fee and any Share of Proceeds to the JV. The Company is entitled to 30% of any proceeds received by the JV. In the event that the Licensee does not assert any infringement actions under its rights in the License prior to April 2019, the JV may, at its sole option, choose to terminate Licensee's exclusive right to assert infringement claims with no reduction or adjustment to the Annual Fee. | The JV License was renewed in June 2017 in exchange for a pre-payment of approximately $4,500,000. | ||||
Deferred revenue, current portion | 1,502,539 | $ 1,502,539 | $ 245,407 | ||||
Deferred revenue, noncurrent portion | |||||||
Increase in loss from operations | $ (1,881,436) | $ 410,559 | $ (7,509,007) | $ (381,862) | |||
Decrease in basic and diluted net loss per share | $ (0.14) | $ 0.03 | $ (0.39) | $ 0 | |||
Decrease in current deferred revenue | $ 252,431 | $ 252,431 | |||||
Net cash used in operating activities increased | (4,317,453) | $ (569,716) | |||||
Net cash used in financing activities increased | (1,232,654) | $ 9,022,549 | |||||
Decrease in accumulated deficit | 832,522 | ||||||
Adjustments [Member] | |||||||
Restatement of Consolidated Financial Statements (Textual) | |||||||
General and administrative | (315,931) | (315,931) | |||||
Net loss | (405,594) | 917,591 | |||||
Warrant liability | 1,698,034 | 1,698,034 | |||||
Loss on revaluation of warrant liability | (636,456) | (636,456) | |||||
Additional paid-in capital | (1,377,509) | (1,377,509) | |||||
Deferred revenue, current portion | (337,500) | (337,500) | |||||
Deferred revenue, noncurrent portion | (900,616) | (900,616) | |||||
Increase in loss from operations | $ 230,862 | $ 89,293 | |||||
Decrease in basic and diluted net loss per share | $ (0.02) | $ 0.04 | |||||
Net cash used in operating activities increased | $ (34,425) | ||||||
Net cash used in financing activities increased | (315,931) | ||||||
JV License [Member] | |||||||
Restatement of Consolidated Financial Statements (Textual) | |||||||
Net loss | $ 100,000 | $ 1,200,000 | |||||
Licensing agreement terms, Description | The Company previously recognized licensing revenue that should have been recorded as Earnings from Joint Venture that required reversing entries of $26,815 for the three months ended June 30, 2017 and $85,069 for the three months ended September 30, 2017. The JV License became perpetual in June 2017, and the Company recorded an entry of $1,350,000 for the three months ended June 30, 2017. | ||||||
Deferred revenue | 1,200,000 | $ 1,200,000 | |||||
Deferred revenue, current portion | 300,000 | 300,000 | |||||
Deferred revenue, noncurrent portion | 900,000 | 900,000 | |||||
Earnings of Joint Venture | 1,500,000 | ||||||
Direct registered offering of common stock in July 2017 [Member] | |||||||
Restatement of Consolidated Financial Statements (Textual) | |||||||
Professional fees | 300,000 | 300,000 | |||||
General and administrative | 300,000 | 300,000 | |||||
Net loss | 300,000 | 300,000 | |||||
General and administrative to additional paid-in capital | $ 315,931 | $ 315,931 | |||||
Warrants [Member] | |||||||
Restatement of Consolidated Financial Statements (Textual) | |||||||
Issued warrants shares | 320,000 | 320,000 | |||||
Warrant liability | $ 1,700,000 | $ 1,700,000 | |||||
Other income (expense) - Income/(loss) | 600,000 | 600,000 | |||||
Fair value of warrants | 1,061,578 | 1,061,578 | |||||
Loss on revaluation of warrant liability | 636,456 | 636,456 | |||||
Additional paid-in capital | $ 1,000,000 | $ 1,000,000 |