Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | MOBIVITY HOLDINGS CORP. | |
Entity Central Index Key | 1,447,380 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 36,756,880 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 | |
Trading Symbol | mfon |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 1,709,129 | $ 1,188,485 |
Restricted cash | 1,000,000 | |
Accounts receivable, net of allowance for doubtful accounts of $1,425 and $15,503, respectively | 1,412,333 | 1,244,484 |
Other current assets | 286,407 | 179,376 |
Total current assets | 3,407,869 | 3,612,345 |
Goodwill | 803,118 | 803,118 |
Intangible assets, net | 773,785 | 627,119 |
Other assets | 83,262 | 109,776 |
TOTAL ASSETS | 5,068,034 | 5,152,358 |
Current liabilities | ||
Accounts payable | 1,053,075 | 701,347 |
Accrued interest | 3,060 | 2,020 |
Accrued and deferred personnel compensation | 420,352 | 671,677 |
Deferred revenue and customer deposits | 2,124,441 | 160,023 |
Notes payable, net - current maturities | 2,275,069 | 1,011,910 |
Other current liabilities | 95,548 | 115,051 |
Total current liabilities | 5,971,545 | 2,662,028 |
Non-current liabilities | ||
Notes payable, net - long term | 255,104 | 361,166 |
Total non-current liabilities | 255,104 | 361,166 |
Total liabilities | 6,226,649 | 3,023,194 |
Commitments and Contingencies (See Note 9) | ||
Stockholders' equity | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 36,756,880 and 36,388,981, shares issued and outstanding | 36,757 | 36,389 |
Equity payable | 100,862 | 100,862 |
Additional paid-in capital | 77,613,550 | 76,698,383 |
Accumulated other comprehensive loss | (69,157) | (32,999) |
Accumulated deficit | (78,840,627) | (74,673,471) |
Total stockholders' equity | (1,158,615) | 2,129,164 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 5,068,034 | $ 5,152,358 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,425 | $ 15,503 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 36,756,880 | 36,388,981 |
Common stock, shares outstanding | 36,756,880 | 36,388,981 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income - 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 | |
Revenues | |||||
Revenues | $ 2,083,987 | $ 2,182,750 | $ 6,436,072 | $ 6,102,501 | |
Cost of revenues | 786,385 | 564,039 | 1,943,534 | 1,473,974 | |
Gross profit | 1,297,602 | 1,618,711 | 4,492,538 | 4,628,527 | |
Operating expenses | |||||
General and administrative | 652,762 | 1,139,732 | 2,516,249 | 3,125,484 | |
Sales and marketing | 836,767 | 1,152,849 | 2,673,087 | 3,285,655 | |
Engineering, research, and development | 1,177,318 | 685,311 | 3,080,037 | 1,600,377 | |
Depreciation and amortization | 105,510 | 194,419 | 273,716 | 501,866 | |
Total operating expenses | 2,772,357 | 3,172,311 | 8,543,089 | 8,513,382 | |
Loss from operations | (1,474,755) | (1,553,600) | (4,050,551) | (3,884,855) | |
Other income/(expense) | |||||
Interest income | 962 | 525 | 2,878 | 2,278 | |
Interest expense | (62,748) | (25,900) | (115,363) | (52,960) | |
Foreign currency (loss) gain | (931) | 372 | (4,120) | 1,488 | |
Total other income/(expense) | (62,717) | (25,003) | (116,605) | (49,194) | |
Loss before income taxes | (1,537,472) | (1,578,603) | (4,167,156) | (3,934,049) | |
Income tax expense | |||||
Net loss | (1,537,472) | (1,578,603) | (4,167,156) | (3,934,049) | $ (9,514,461) |
Other comprehensive loss, net of income tax | |||||
Foreign currency translation adjustments | (20,294) | 1,696 | (36,158) | (43,626) | $ (32,999) |
Comprehensive loss | $ (1,557,766) | $ (1,576,907) | $ (4,203,314) | $ (3,977,675) | |
Net loss per share - basic and diluted | $ (0.04) | $ (0.05) | $ (0.11) | $ (0.12) | |
Weighted average number of shares during the period - basic and diluted | 36,683,122 | 33,059,007 | 36,488,448 | 31,965,484 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Equity Payable [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Beginning balance, Amount at Dec. 31, 2015 | $ 28,788 | $ 100,862 | $ 69,903,527 | $ (65,159,010) | $ 4,874,167 | |
Beginning balance, Shares at Dec. 31, 2015 | 28,787,991 | |||||
Issuance of common stock for acquisition, Amount | $ 1,015 | 709,485 | 710,500 | |||
Issuance of common stock for acquisition, Shares | 1,015,000 | |||||
Issuance of common stock for financing, Amount | $ 3,256 | 1,950,344 | 1,953,600 | |||
Issuance of common stock for financing, Shares | 3,256,000 | |||||
Issuance of common stock for warrant conversion, Amount | $ 3,330 | 2,535,858 | 2,539,188 | |||
Issuance of common stock for warrant conversion, Shares | 3,329,990 | |||||
Stock based compensation | 1,599,169 | 1,599,169 | ||||
Foreign currency translation adjustment | $ (32,999) | (32,999) | ||||
Net loss | (9,514,461) | (9,514,461) | ||||
Ending balance, Amount at Dec. 31, 2016 | $ 36,389 | 100,862 | 76,698,383 | (32,999) | (74,673,471) | 2,129,164 |
Ending balance, Shares at Dec. 31, 2016 | 36,388,981 | |||||
Issuance of common stock for options exercised, Amount | $ 104 | 59,693 | 59,797 | |||
Issuance of common stock for options exercised, Shares | 104,168 | |||||
Issuance of common stock for restricted stock awards, Amount | $ 264 | (264) | ||||
Issuance of common stock for restricted stock awards, Shares | 263,731 | |||||
Stock based compensation | 855,738 | 855,738 | ||||
Foreign currency translation adjustment | (36,158) | (36,158) | ||||
Net loss | (4,167,156) | (4,167,156) | ||||
Ending balance, Amount at Sep. 30, 2017 | $ 36,757 | $ 100,862 | $ 77,613,550 | $ (69,157) | $ (78,840,627) | $ (1,158,615) |
Ending balance, Shares at Sep. 30, 2017 | 36,756,880 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - 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 | |
OPERATING ACTIVITIES | |||||
Net loss | $ (1,537,472) | $ (1,578,603) | $ (4,167,156) | $ (3,934,049) | $ (9,514,461) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Bad debt expense | (7,277) | 152,938 | |||
Amortization of deferred financing costs | 20,245 | 8,705 | |||
Stock-based compensation | 855,738 | 1,187,249 | |||
Depreciation and amortization expense | 105,510 | 194,419 | 273,716 | 501,866 | |
Loss on disposal of fixed assets | 67,185 | ||||
Increase (decrease) in cash resulting from changes in: | |||||
Accounts receivable | (159,958) | (175,433) | |||
Other current assets | (106,813) | (22,455) | |||
Other assets | 10,957 | 23,100 | |||
Accounts payable | 351,089 | 235,676 | |||
Accrued interest | 1,040 | 4,112 | |||
Accrued and deferred personnel compensation | (252,394) | 36,989 | |||
Deferred revenue and customer deposits | 1,963,429 | 199,479 | |||
Other liabilities | (19,787) | (77,525) | |||
Net cash provided by (used in) operating activities | (1,237,171) | (1,792,163) | |||
INVESTING ACTIVITIES | |||||
Purchases of equipment | (4,989) | (30,209) | |||
Acquisitions | 11,088 | ||||
Cash paid for patent | (16,810) | (20,915) | |||
Capitalized software development costs | (382,023) | (442,267) | |||
Net cash used in investing activities | (403,822) | (482,303) | |||
FINANCING ACTIVITIES | |||||
Deferred financing costs | (15,000) | (32,287) | |||
Net borrowings under line of credit agreement | 1,999,531 | ||||
Proceeds (repayments) from notes payable | 114,749 | (4,634) | |||
Proceeds from issuance of common stock, net of issuance costs | 59,797 | 1,953,600 | |||
Net cash provided by financing activities | 2,159,077 | 1,916,679 | |||
Effect of foreign currency translation on cash flow | 2,560 | (2,803) | |||
Net change in cash | 520,644 | (360,590) | |||
Cash at beginning of period | 1,188,485 | 634,129 | 634,129 | ||
Cash at end of period | $ 1,709,129 | $ 273,539 | 1,709,129 | 273,539 | $ 1,188,485 |
Cash paid during period for: | |||||
Interest | 115,363 | 52,960 | |||
Non-cash investing and financing activities: | |||||
Restricted cash proceeds from line of credit | $ 1,000,000 | ||||
Issuance of common stock from restricted stock awards | $ 264 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Nature of Operations and Basis of Presentation [Abstract] | |
Nature of Operations and Basis of Presentation | 1. Nature of Operations and Basis of Presentation Mobivity Holdings Corp. (the “Company” or “we”) is in the business of developing and operating proprietary platforms over which brands and enterprises can conduct national and localized, data-driven mobile marketing campaigns. Our proprietary platforms, consisting of software available to phones, tablets PCs, and Point of Sale (POS) systems, allow resellers, brands and enterprises to market their products and services to consumers through text messages sent directly to consumers via mobile phones, mobile smartphone applications, and dynamically printed receipt content. We generate revenue by charging the resellers, brands and enterprises a per-message transactional fee, through fixed or variable software licensing fees, or via advertising fees. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. The accompanying unaudited consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 31, 2017 . In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of our condensed consolidated financial statements as of September 30, 2017 , and for the three and nine months ended September 30, 2017 and 2016 . The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the operating results for the full year ending December 31, 2017 . |
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 Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated. 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 expenses during the reporting period. Significant estimates used are those related to stock-based compensation, asset impairments, the valuation and useful lives of depreciable tangible and certain intangible assets, the fair value of common stock used in acquisitions of businesses, the fair value of assets and liabilities acquired in acquisitions of businesses, and the valuation allowance of deferred tax assets. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. Restricted cash Restricted cash represent s funds advanced in accordance with the Company’s Working Capital Line of Credit Facility which requires the Company to maintain collateral with a market value greater than or equal to the limit of liability. Accounts Receivable, Allowance for Doubtful Accounts and Concentrations Accounts receivable are carried at their estimated collectible amounts. We grant unsecured credit to substantially all of our customers. Ongoing credit evaluations are performed and potential credit losses are charged to operations at the time the account receivable is estimated to be uncollectible. Since we cannot necessarily predict future changes in the financial stability of our customers, we cannot guarantee that our reserves will continue to be adequate. As of September 30, 2017 and December 31, 2016 , we recorded an allowance for doubtful accounts of $1,425 and $15,503 , respectively. Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit's carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, non-compete agreements, and software development costs. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets. Software Development Costs Software development costs include direct costs incurred for internally developed products and payments made to independent software developers and/or contract engineers. The Company accounts for software development costs in accordance with the FASB guidance for the costs of computer software to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). Software development costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation. Commencing upon product release, capitalized software development costs are amortized to “Amortization Expense - Development” based on the straight-line method over a twenty-four month period. The Company evaluates the future recoverability of capitalized software development costs on an annual basis. For products that have been released in prior years, the primary evaluation criterion is ongoing relations with the customer. Impairment of Long-Lived Assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. Foreign Currency Translation The Company translates the financial statements of its foreign subsidiary from the local (functional) currency into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”) . Assets and liabilities of these subsidiaries were translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity. Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the unaudited Condensed Consolidated Statements of Income and Comprehensive Income. Revenue Recognition and Concentrations Our SmartReceipt and C4 Mobile Marketing and customer relationship management are hosted solutions. We generate revenue from licensing our software to clients in our software as a service model, per-message and per-minute transactional fees, and customized professional services. We recognize license/subscription fees over the period of the contract, service fees as the services are performed, and per-message or per-minute transaction revenue when the transaction takes place. We recognize revenue at the time that the services are rendered, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Some customers are billed on a month to month basis with no contractual term and receivables are collected by credit card. Revenue is recognized at the time that the services are rendered and the selling price is fixed with a set range of plans. Cash received in advance of the performance of services is recorded as deferred revenue. We generate revenue from the Stampt App through customer agreements with business owners. Revenue is principally derived from monthly subscription fees which provide a license for unlimited use of the Stampt App by the business owners and their customers. The subscription fee is billed each month to the business owner. Revenue is recognized monthly as the subscription revenues are billed. There are no per-minute or transaction fees associated with the Stampt App. During the nine months ended September 30, 2017 , two customer s accounted for 71% of our revenues. During the nine months ended September 30, 2016 , one customer accounted for 50% of our revenues. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. We are required to record all components of comprehensive income (loss) in the consolidated financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments and unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income (loss). For the three and nine months ended September 30, 2017 , the comprehensive loss was $1,557,766 and $4,203,314 , respectively. For the three and nine months ended September 30, 2016 , the comprehensive loss was $1,576,907 and $3,977,675 , respectively. Net Loss Per Common Share Basic net loss per share excludes any dilutive effects of options, shares subject to repurchase and warrants. Diluted net loss per share includes the impact of potentially dilutive securities. During the three and nine months ended September 30, 2017 and 2016 , we had securities outstanding which could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation. Recent Accounting Pronouncements Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future financial statements. The following are a summary of recent accounting developments. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”. Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard will have on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company elected to early adopt the new guidance in the second quarter of fiscal year 2016 which requires us to reflect any adjustments as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption. The primary impact of adoption was the recognition of additional stock compensation expense and paid-in capital for all periods in fiscal year 2016. Additional amendments to the recognition of excess tax benefits, accounting for income taxes and minimum statutory withholding tax requirements had no impact to retained earnings as of January 1, 2016, where the cumulative effect of these changes are required to be recorded. We have elected to account for forfeitures as they occur to determine the amount of compensation cost to be recognized in each period. In May 2014, the FASB issued ASU 2014-09 regarding ASC Topic 606, “Revenue from Contracts with Customers.” ASU 2014-09 provides principles for recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14 to defer the effective date by one year with early adoption permitted as of the original effective date. ASU 2014-09 will be effective for our fiscal year beginning January 1, 2018 unless we elect the earlier date of January 1, 2017. In addition, the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12 in March 2016, April 2016, and May 2016, respectively, to help provide interpretive clarifications on the new guidance in ASC Topic 606. The Company is currently evaluating the accounting, transition, and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoptio n. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which removes the second step of the two-step goodwill impairment test. Under ASU 2017-04, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019; early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently in the process of evaluating the impact of adopting ASU 2017-04 and cannot currently estimate the financial statement impact of adoption . |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Acquisitions [Abstract] | |
Acquisitions | 3. Acquisitions LiveLenz Acquisition On January 15, 2016, we acquired all of the outstanding capital stock of LiveLenz Inc., a Nova Scotia corporation (“LiveLenz”), pursuant to an agreement dated January 15, 2016 among the Company and the stockholders of LiveLenz. Pursuant to the agreement, we acquired all of the capital stock of LiveLenz in consideration of our issuance of 1,000,000 shares (“Consideration Shares”) of our common stock to the LiveLenz stockholders, our issuance of an additional 15,000 share of our common stock in satisfaction of certain liabilities of LiveLenz, and the assumption of their existing liabilities. The agreement included customary representations, warranties, and covenants by us and the LiveLenz stockholders, including the LiveLenz stockholders’ agreement to indemnify us against certain claims or losses resulting from certain breaches of representations, warranties or covenants by the LiveLenz stockholders in the agreement. Pursuant to the agreement, the LiveLenz stockholders have agreed to adjust the number of Consideration Shares downward based on LiveLenz’ s working capital as of the closing and in the event of any claims for indemnification by us. The LiveLenz stockholders have agreed that 100% of the Consideration Shares will be escrowed for a period of 18 months and subject to forfeiture based on indemnification claims by us or the final determination of LiveLenz’ s working capital as of the closing date. As of the date of this report, no adjustments have been made to the working capital and the Consideration Shares have been issued to the Livelenz stockholders. The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows: Cash $ 11,088 Accounts receivable, net 718 Other assets 2,617 Fixed assets 4,407 Intangible assets 20,300 Goodwill 1,129,493 Total assets acquired 1,168,623 Liabilities assumed (458,123) Net assets acquired $ 710,500 The purchase price consists of the following: Common stock $ 710,500 Total purchase price $ 710,500 The following information presents unaudited pro forma consolidated results of operations for the nine months ended September 30, 2016 as if the Livelenz acquisition described above had occurred on January 1, 201 6 . The pro forma financial information is not necessarily indicative of the operating results that would have occurred if the acquisition been consummated as of the date indicated, nor are they necessarily indicative of future operating results. Mobivity Holdings Corp. Unaudited Pro Forma Condensed Consolidated Statement of Operations Nine Months Ended September 30, 2016 Mobivity Livelenz Pro forma adjustments Pro forma combined Revenues Revenues $ 6,102,501 $ 4,300 $ - $ 6,106,801 Cost of revenues 1,473,974 120 - 1,474,094 Gross margin 4,628,527 4,180 - 4,632,707 Operating expenses General and administrative 3,125,484 20,071 - 3,145,555 Sales and marketing 3,285,655 7,087 - 3,292,742 Engineering, research, and development 1,600,377 - - 1,600,377 Depreciation and amortization 501,866 76 - 501,942 Total operating expenses 8,513,382 27,234 - 8,540,616 Loss from operations (3,884,855) (23,054) - (3,907,909) Other income/(expense) Interest income 2,278 - - 2,278 Interest expense (52,960) (3,452) - (56,412) Foreign Currency Gain/(Loss) 1,488 - - 1,488 Total other income/(expense) (49,194) (3,452) - (52,646) Loss before income taxes (3,934,049) (26,506) - (3,960,555) Income tax expense - - - - Net loss $ (3,934,049) $ (26,506) $ - $ (3,960,555) Other comprehensive loss, net of income tax Foreign currency translation adjustments (43,626) - - (43,626) Comprehensive loss $ (3,977,675) $ (26,506) $ - $ (4,004,181) Net loss per share - basic and diluted $ (0.12) $ (0.12) Weighted average number of shares during the period - basic and diluted 31,965,484 31,965,484 |
Goodwill and Purchased Intangib
Goodwill and Purchased Intangibles | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Purchased Intangibles [Abstract] | |
Goodwill and Purchased Intangibles | 4. Goodwill and Purchased Intangibles Goodwill The carrying value of goodwill at September 30, 2017 and December 31, 2016 was $803,118 . Intangible assets The following table presents details of our purchased intangible assets as of September 30, 2017 and December 31, 2016 : Balance at December 31, 2016 Additions Impairments Amortization Fx and Other Balance at September 30, 2017 Patents and trademarks $ 112,537 $ 16,810 $ - $ (8,868) $ 752 $ 121,231 Customer and merchant relationships 178,000 - - (18,414) - 159,586 Trade name 47,659 - - (5,015) 69 42,713 $ 338,196 $ 16,810 $ - $ (32,297) $ 821 $ 323,530 The intangible assets are being amortized on a straight - line basis over their estimated useful lives of one to twenty years. Amortization expense for intangible assets was $10,796 and $61,016 for the three months ended September 30, 2017 and 2016 , respectively. Amortization expense for intangible assets was $32,297 and $167,775 for the nine months ended September 30, 2017 and 2016 , respectively. The estimated future amortization expense of our intangible assets as of September 30, 2017 is as follows: Year ending December 31, Amount 2017 $ 10,765 2018 43,062 2019 43,062 2020 43,062 2021 40,736 Thereafter 142,843 Total $ 323,530 |
Software Development Costs
Software Development Costs | 9 Months Ended |
Sep. 30, 2017 | |
Software Development Costs [Abstract] | |
Software Development Costs | 5. Software Development Costs The Company has capitalized certain costs for software developed or obtained for internal use during the application development stage as it relates to specific contracts. The amounts capitalized include external direct costs of services used in developing internal-use software and for payroll and payroll-related costs of employees directly associated with the development activities. The following table presents details of our software development costs as of September 30, 2017 and December 31, 2016 : Balance at December 31, 2016 Additions Amortization Balance at September 30, 2017 Software Development Costs $ 288,923 $ 382,023 $ (220,691) $ 450,255 $ 288,923 $ 382,023 $ (220,691) $ 450,255 Software development costs are being amortized on a straight - line basis over their estimated useful life of two years. Amortization expense for software development costs was $87,821 and $134,590 for the three months ended September 30, 2017 and 2016 , respectively. Amortization expense for software development costs was $220,691 and $323,002 for the nine months ended September 30, 2017 and 2016 , respectively. The estimated future amortization expense of software development costs as of September 30, 2017 is as follows: Year ending December 31, Amount 2017 $ 94,972 2018 279,585 2019 75,698 2020 - 2021 - Thereafter - Total $ 450,255 |
Notes Payable and Interest Expe
Notes Payable and Interest Expense | 9 Months Ended |
Sep. 30, 2017 | |
Notes Payable and Interest Expense [Abstract] | |
Notes Payable and Interest Expense | 6. Notes Payable and Interest Expense The following table presents details of our notes payable as of September 30, 2017 and December 31, 2016 : Facility Maturity Interest Rate Balance at September 30, 2017 Balance at December 31, 2016 BDC Term Loan December 15, 2018 12% $ 361,006 $ 333,260 ACOA Note May 1, 2021 - 185,209 59,995 SVB Working Capital Line of Credit Facility March 30, 2018 Variable 1,983,958 979,821 Total Debt 2,530,173 1,373,076 Debt discount 15,795 21,003 Less current portion (2,290,864) (1,032,913) Long-term debt, net of current portion $ 255,104 $ 361,166 BDC Term Loan On January 8, 2016, Livelenz (a wholly-owned subsidiary of the Company,) entered into an amendment of their original loan agreement dated August 26, 2011 with the Business Development Bank of Canada (“BDC”). Under this agreement the loan will mature, and the commitments will terminate on December 15, 201 8 . ACOA Note On April 29, 2016, Livelenz (a wholly-owned subsidiary of the Company), entered into an amendment of the original agreement dated December 2, 2014 with the Atlantic Canada Opportunities Agency (“ACOA”). Under this agreement the note will mature, repayments beg a n on June 1, 2016, and the commitments will terminate on May 1, 2021. SVB Working Capital Line of Credit Facility In March 2016, we entered into a Working Capital Line of Credit Facility (the “Facility”) with Silicon Valley Bank (“SVB”) to provide up to $2 million to finance our general working capital needs. The Facility is funded based on cash on deposit balances and advances against our accounts receivable based on customer invoicing. Interest on Facility borrowings is calculated at rates between the prime rate minus 1.75% and prime rate plus 3.75% based on the borrowing base formula used at the time of borrowing. The Facility contains standard events of default, including payment defaults, breaches of representations, breaches of affirmative or negative covenants, and bankruptcy. As of September 30, 2017 , the Company owes $1,983,958 , under this facility. Under the terms of the Facil i ty, the Company is obligated to pay a commitment fee on the available unused amount of the Facility commitments equal to 0.5% per annum. The Company capitalized debt issuance costs of $42,287 as of September 30, 2017 related to the Facility, which are being amortized on a straight-line basis to interest expense over the two -year term of the Facility. Interest Expense Interest expense was $62,748 and $25,900 during the three months ended September 30, 2017 and 2016 , respectively . Interest expense was $115,363 and $52,960 during the nine months ended September 30, 2017 and 2016 , respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity Common Stock 2016 On January 15, 2016, we acquired all of the outstanding capital stock of LiveLenz in consideration of our issuance of 1,000,000 shares (“Consideration Shares”) of our common stock to the LiveLenz stockholders and our issuance of an additional 15,000 share of our common stock in satisfaction of certain liabilities of LiveLenz. The LiveLenz stockholders have agreed that 100% of the Consideration Shares will be escrowed for a period of 18 months and subject to forfeiture based on indemnification claims by us or the final determination of LiveLenz’ s working capital as of the closing date. The Consideration Shares were valued using the closing price on the acquisition closing date of $0.70 per share for a total acquisition purchase price of $710,500 . As of the date of this report, 100% of the Consideration Shares have been issued to LiveLenz stockholders. In March 2016, we conducted the private placement of 3,256,000 shares of our common stock, at a price of $0.60 per share, for the gross proceeds of $1,953,600 . The offering was conducted by our management and no commission or other selling fees were paid by us. Pursuant to the terms of the offering, we entered into registration rights agreement with the investors pursuant to which we agreed to file with the SEC a resale registration statement covering the common shares. The registration statement was declared effective by the SEC on August 8, 2016 . On October 31, 2016, we issued 3,329,990 shares of our common stock, at a price of $0.70 per share, for the gross proceeds of $2,330,993 . 2017 On June 27, 2017, we issued 61,980 shares of our common stock, at a price of $0.48 per share, for the gross proceeds of $29,750 in conjunction with one employee that exercised vested stock options. On July 17, 2017, we issued 263,731 shares of our common stock to four board members in accordance with their restricted stock unit agreements. On August 22, 2017, we issued 4,688 shares of our common stock, at a price of $0.41 per share, for the gross proceeds of $1,922 in conjunction with one employee that exercised vested stock options. On August 30, 2017, we issued 37,500 shares of our common stock, at a price of $0.75 per share, for the gross proceeds of $28,125 in conjunction with one employee that exercised vested stock options. As of September 30, 2017 and December 31, 2016 we had an equity payable balance of $100,862 . Stock-based Plans Stock Option Activity The following table summarizes stock option activity for the year ended December 31, 2016 and for the nine months ended September 30, 2017 : Options Outstanding at December 31, 2015 5,043,228 Granted 1,771,500 Exercised - Forfeit/canceled (577,817) Expired (479,031) Outstanding at December 31, 2016 5,757,880 Granted 2,742,500 Exercised (104,168) Forfeit/canceled (1,363,658) Expired (235,341) Outstanding at September 30, 2017 6,797,213 The weighted average exercise price of stock options granted during the period was $0.64 and the related weighted average grant date fair value was $0.46 per share. 2016 On January 15, 2016, the Company granted four employees a total of 167,500 options to purchase shares of the Company common stock at the closing price as of January 15, 2016 of $0.70 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until January 15, 2026. The total estimated value using the Black-Scholes Model, based on a volatility rate of 114% and a call option value of $0.59 was $98,825 . On January 19, 2016, the Company granted one employee 500,000 options to purchase shares of the Company common stock at the closing price as of January 19, 2016 of $0.70 per share. The options vest 300,000 in equal monthly installments over 48 months, 100,000 upon a four -year cliff or $13 million in annual reported revenue, whichever is earlier to occur, and 100,000 upon a four -year cliff or $22 million in annual reported revenue, whichever is earlier to occur and are exercisable until January 15, 2026. The total estimated value using the Black-Scholes Model, based on a volatility rate of 114% and a call option value of $0.59 was $295,000 . On March 24, 2016, the Company granted nine employees a total of 258,000 options to purchase shares of the Company common stock at the closing price as of March 24, 2016 of $0.70 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until March 24, 2026. The total estimated value using the Black-Scholes Model, based on a volatility rate of 114% and a call option value of $0.59 was $152,220 . On August 23 , 2016, the Company granted four employees a total of 695,000 options to purchase shares of the Company common stock at the closing price as of August 23, 2016 of $0.75 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until August 23 , 2026. The total estimated value using the Black-Scholes Model, based on a volatility rate of 114% and a call option value of $0.63 was $440,573 . On November 17, 2016, the Company granted three employees a total of 150,000 options to purchase shares of the Company common stock at the closing price as of November 17, 2016 of $0.70 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until November 17, 2026. The total estimated value using the Black-Scholes Model, based on a volatility rate of 114% and a call option value of $0.59 was $89,048 . 2017 On March 23, 2017, the Company granted seven employees a total of 322,500 options to purchase shares of the Company common stock at the closing price as of March 23, 2017 of $0.72 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until March 23, 2027. The total estimated value using the Black-Scholes Model, based on a volatility rate of 86% and an option value of $0.52 was $167,700 . On May 15, 2017, the Company granted eight employees a total of 2,105,000 options to purchase shares of the Company common stock at the closing price as of May 15, 2017 of $0.60 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until May 15, 2027. The total estimated value using the Black-Scholes Model, based on a volatility rate of 85% and an option value of $0.43 was $905,150 . On June 28, 2017, the Company granted two employees a total of 150,000 options to purchase shares of the Company common stock at the closing price as of June 28, 2017 of $0.76 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until June 28, 2027. The total estimated value using the Black-Scholes Model, based on a volatility rate of 86% and an option value of $0.55 was $82,500 . On August 14, 2017, the Company granted two employees a total of 165,000 options to purchase shares of the Company common stock at the closing price as of August 14, 2017 of $0.895 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until August 14, 2027. The total estimated value using the Black-Scholes Model, based on a volatility rate of 86% and an option value of $0.65 was $107,250 . Stock-Based Compensation Expense from Stock Options and Warrants The impact on our results of operations of recording stock-based compensation expense for the three and nine months ended September 30, 2017 and 2016 were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 General and administrative $ 137,395 $ 234,069 $ 432,322 $ 720,058 Sales and marketing 51,686 87,646 115,290 259,647 Engineering, research, and development 53,294 37,371 130,688 120,986 $ 242,375 $ 359,086 $ 678,300 $ 1,100,691 Valuation Assumptions The fair value of each stock option award was calculated on the date of grant using the Black-Scholes option pricing model. The following weighted average assumptions were used for the nine months ended September 30, 2017 and 2016 . Nine Months Ended September 30, 2017 2016 Risk-free interest rate 1.96 % 1.42 % Expected life (years) 6.00 6.02 Expected dividend yield - % - % Expected volatility 85 % 114 % The risk-free interest rate assumption is based upon published interest rates appropriate for the expected life of our employee stock options. The expected life of the stock options represents the weighted-average period that the stock options are expected to remain outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its stock-based awards. The dividend yield assumption is based on our history of not paying dividends and no future expectations of dividend payouts. The expected volatility in 2017 and 2016 is based on the historical publicly traded price of our common stock. Restricted stock units The following table summarizes restricted stock unit activity under our stock-based plans for the year ended December 31, 2016 and for the nine months ended September 30, 2017 : Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2015 653,937 $ 0.32 0.08 $ 305,572 Awarded 340,480 $ 0.72 0.70 $ - Released - $ - - $ - Canceled/forfeited/expired - $ - - $ - Outstanding at December 31, 2016 994,417 $ 0.72 0.70 $ 731,845 Awarded 199,513 $ 0.73 - $ - Released (263,731) $ - - $ - Canceled/forfeited/expired (47,072) $ 0.72 - $ - Outstanding at September 30, 2017 883,127 $ 0.65 0.26 $ 883,127 Expected to vest at September 30, 2017 883,127 $ - - $ 883,127 Exercisable at September 30, 2017 764,739 $ - - $ 764,739 Unvested at September 30, 2017 118,388 $ - - $ 118,388 Unrecognized expense at September 30, 2017 $ 80,413 2016 On April 1, 2016 the Company granted five independent directors a total of 116,070 restricted stock units. The units were valued at $81,249 , or $0.70 per share, based on the closing stock price on the date of grant. All units vest equally in 12 monthly installments beginning April 1, 2016. The shares of Common Stock associated with the Restricted Stock Unit evidenced by this Agreement will be issued to the director upon the earliest to occur of (A) April 1, 2019, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company. On A ugust 23 , 2016 the Company granted five independent directors a total of 108,335 restricted stock units. The units were valued at $81,251 , or $0.75 per share, based on the closing stock price on the date of grant. All units vest equally in 12 monthly installments beginning A ugust 23 , 2016. The shares of Common Stock associated with the Restricted Stock Unit evidenced by this Agreement will be issued to the director upon the earliest to occur of (A) A ugust 23 , 2019, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company. On November 17, 2016 the Company granted five independent directors a total of 116,075 restricted stock units. The units were valued at $81,253 , or $0.70 per share, based on the closing stock price on the date of grant. All units vest equally in 12 monthly installments beginning November 17, 2016. The shares of Common Stock associated with the Restricted Stock Unit evidenced by this Agreement will be issued to the director upon the earliest to occur of (A) November 17, 2019, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company. 2017 On March 23, 2017 the Company granted five independent directors a total of 112,845 restricted stock units. The units were valued at $81,248 , or $0.72 per share, based on the closing stock price on the date of grant. All units vest equally in 12 monthly installments beginning March 23,2017. The shares of Common Stock associated with the Restricted Stock Unit evidenced by this Agreement will be issued to the director upon the earliest to occur of (A) March 23, 2020, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company. On May 15, 2017 the Company granted the Chairman of the Board 1,000,000 performance stock units. The units were valued at $600,000 or $0.60 per share, based on the closing stock price on the date of grant. These units vest upon meeting certain performance criteria. The Company expects that these units will be fully vested by December 31, 2017. On May 19, 2017 the Company granted four independent directors a total of 86,668 restricted stock units. The units were valued at $65,001 or $0.75 per share, based on the closing stock price on the date of grant. All units vest equally in 12 monthly installments beginning May 19, 2017. The shares of Common Stock associated with the Restricted Stock Unit evidenced by this Agreement will be issued to the director upon the earliest to occur of (A) May 19, 2020, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company. Stock Based Compensation from Restricted Stock The impact on our results of operations of recording stock-based compensation expense for restricted stock units for the three and nine months ended September 30, 2017 and 2016 was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 General and administrative $ (93,935) $ 28,970 $ 177,438 $ 86,558 $ (93,935) $ 28,970 $ 177,438 $ 86,558 As of September 30, 2017 , there was unearned restricted stock unit compensation as described in the tables above. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel all or a portion of the remaining unearned restricted unit compensation expense. Future unearned restricted unit compensation will increase to the extent we grant additional equity awards. Warrants Issued to Investors and Placement Agents At September 30, 2017 , we have warrants to purchase 4,529,164 shares of common stock at $1.20 per share and 605,185 at $1.00 per share, respectively, which are outstanding. Of this amount, warrants to purchase 2,762,868 shares expire in 2018 , warrants to purchase 1,558,356 shares expire in 2019 , and warrants to purchase 813,125 shares expire in 2020 . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the authoritative guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions. This hierarchy requires companies to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, we measure certain financial assets and liabilities at fair value. The following table presents assets that are measured and recognized at fair value as of September 30, 2017 on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Goodwill (non-recurring) $ - $ - $ 803,118 $ - Intangibles, net (non-recurring) $ - $ - $ 773,785 $ - The following table presents assets that are measured and recognized at fair value as of December 31, 2016 on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Goodwill (non-recurring) $ - $ - $ 803,118 $ (2,247,447) Intangibles, net (non-recurring) $ - $ - $ 627,119 $ (1,684,203) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Litigation As of the date of this report, there are no pending legal proceedings to which we or our properties are subject. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions As discussed previously, we conducted the private placement of our securities during the nine months ended September 30, 2016 for the gross proceeds of $1,953,600 . One officer and one director of the company participated in the private placement investing a total of $1,025,000 , resulting in 1,708,333 common stock shares. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events There were no subsequent events through the date that the financial statements were issued. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated. |
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 expenses during the reporting period. Significant estimates used are those related to stock-based compensation, asset impairments, the valuation and useful lives of depreciable tangible and certain intangible assets, the fair value of common stock used in acquisitions of businesses, the fair value of assets and liabilities acquired in acquisitions of businesses, and the valuation allowance of deferred tax assets. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. |
Restricted Cash | Restricted cash Restricted cash represent s funds advanced in accordance with the Company’s Working Capital Line of Credit Facility which requires the Company to maintain collateral with a market value greater than or equal to the limit of liability. |
Accounts Receivable, Allowance for Doubtful Accounts and Concentrations | Accounts Receivable, Allowance for Doubtful Accounts and Concentrations Accounts receivable are carried at their estimated collectible amounts. We grant unsecured credit to substantially all of our customers. Ongoing credit evaluations are performed and potential credit losses are charged to operations at the time the account receivable is estimated to be uncollectible. Since we cannot necessarily predict future changes in the financial stability of our customers, we cannot guarantee that our reserves will continue to be adequate. As of September 30, 2017 and December 31, 2016 , we recorded an allowance for doubtful accounts of $1,425 and $15,503 , respectively. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit's carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, non-compete agreements, and software development costs. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets. |
Software Development Costs | Software Development Costs Software development costs include direct costs incurred for internally developed products and payments made to independent software developers and/or contract engineers. The Company accounts for software development costs in accordance with the FASB guidance for the costs of computer software to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). Software development costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation. Commencing upon product release, capitalized software development costs are amortized to “Amortization Expense - Development” based on the straight-line method over a twenty-four month period. The Company evaluates the future recoverability of capitalized software development costs on an annual basis. For products that have been released in prior years, the primary evaluation criterion is ongoing relations with the customer. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. |
Foreign Currency Translation | Foreign Currency Translation The Company translates the financial statements of its foreign subsidiary from the local (functional) currency into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”) . Assets and liabilities of these subsidiaries were translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity. Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the unaudited Condensed Consolidated Statements of Income and Comprehensive Income. |
Revenue Recognition and Concentrations | Revenue Recognition and Concentrations Our SmartReceipt and C4 Mobile Marketing and customer relationship management are hosted solutions. We generate revenue from licensing our software to clients in our software as a service model, per-message and per-minute transactional fees, and customized professional services. We recognize license/subscription fees over the period of the contract, service fees as the services are performed, and per-message or per-minute transaction revenue when the transaction takes place. We recognize revenue at the time that the services are rendered, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Some customers are billed on a month to month basis with no contractual term and receivables are collected by credit card. Revenue is recognized at the time that the services are rendered and the selling price is fixed with a set range of plans. Cash received in advance of the performance of services is recorded as deferred revenue. We generate revenue from the Stampt App through customer agreements with business owners. Revenue is principally derived from monthly subscription fees which provide a license for unlimited use of the Stampt App by the business owners and their customers. The subscription fee is billed each month to the business owner. Revenue is recognized monthly as the subscription revenues are billed. There are no per-minute or transaction fees associated with the Stampt App. During the nine months ended September 30, 2017 , two customer s accounted for 71% of our revenues. During the nine months ended September 30, 2016 , one customer accounted for 50% of our revenues. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. We are required to record all components of comprehensive income (loss) in the consolidated financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments and unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income (loss). For the three and nine months ended September 30, 2017 , the comprehensive loss was $1,557,766 and $4,203,314 , respectively. For the three and nine months ended September 30, 2016 , the comprehensive loss was $1,576,907 and $3,977,675 , respectively. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per share excludes any dilutive effects of options, shares subject to repurchase and warrants. Diluted net loss per share includes the impact of potentially dilutive securities. During the three and nine months ended September 30, 2017 and 2016 , we had securities outstanding which could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. |
Reclassifications | Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future financial statements. The following are a summary of recent accounting developments. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”. Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard will have on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company elected to early adopt the new guidance in the second quarter of fiscal year 2016 which requires us to reflect any adjustments as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption. The primary impact of adoption was the recognition of additional stock compensation expense and paid-in capital for all periods in fiscal year 2016. Additional amendments to the recognition of excess tax benefits, accounting for income taxes and minimum statutory withholding tax requirements had no impact to retained earnings as of January 1, 2016, where the cumulative effect of these changes are required to be recorded. We have elected to account for forfeitures as they occur to determine the amount of compensation cost to be recognized in each period. In May 2014, the FASB issued ASU 2014-09 regarding ASC Topic 606, “Revenue from Contracts with Customers.” ASU 2014-09 provides principles for recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14 to defer the effective date by one year with early adoption permitted as of the original effective date. ASU 2014-09 will be effective for our fiscal year beginning January 1, 2018 unless we elect the earlier date of January 1, 2017. In addition, the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12 in March 2016, April 2016, and May 2016, respectively, to help provide interpretive clarifications on the new guidance in ASC Topic 606. The Company is currently evaluating the accounting, transition, and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoptio n. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which removes the second step of the two-step goodwill impairment test. Under ASU 2017-04, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019; early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently in the process of evaluating the impact of adopting ASU 2017-04 and cannot currently estimate the financial statement impact of adoption . |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Acquisitions [Abstract] | |
Purchase Price Allocations | The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows: Cash $ 11,088 Accounts receivable, net 718 Other assets 2,617 Fixed assets 4,407 Intangible assets 20,300 Goodwill 1,129,493 Total assets acquired 1,168,623 Liabilities assumed (458,123) Net assets acquired $ 710,500 The purchase price consists of the following: Common stock $ 710,500 Total purchase price $ 710,500 |
Pro Forma Information | Mobivity Holdings Corp. Unaudited Pro Forma Condensed Consolidated Statement of Operations Nine Months Ended September 30, 2016 Mobivity Livelenz Pro forma adjustments Pro forma combined Revenues Revenues $ 6,102,501 $ 4,300 $ - $ 6,106,801 Cost of revenues 1,473,974 120 - 1,474,094 Gross margin 4,628,527 4,180 - 4,632,707 Operating expenses General and administrative 3,125,484 20,071 - 3,145,555 Sales and marketing 3,285,655 7,087 - 3,292,742 Engineering, research, and development 1,600,377 - - 1,600,377 Depreciation and amortization 501,866 76 - 501,942 Total operating expenses 8,513,382 27,234 - 8,540,616 Loss from operations (3,884,855) (23,054) - (3,907,909) Other income/(expense) Interest income 2,278 - - 2,278 Interest expense (52,960) (3,452) - (56,412) Foreign Currency Gain/(Loss) 1,488 - - 1,488 Total other income/(expense) (49,194) (3,452) - (52,646) Loss before income taxes (3,934,049) (26,506) - (3,960,555) Income tax expense - - - - Net loss $ (3,934,049) $ (26,506) $ - $ (3,960,555) Other comprehensive loss, net of income tax Foreign currency translation adjustments (43,626) - - (43,626) Comprehensive loss $ (3,977,675) $ (26,506) $ - $ (4,004,181) Net loss per share - basic and diluted $ (0.12) $ (0.12) Weighted average number of shares during the period - basic and diluted 31,965,484 31,965,484 |
Goodwill and Purchased Intang20
Goodwill and Purchased Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Purchased Intangibles [Abstract] | |
Intangible Assets | Balance at December 31, 2016 Additions Impairments Amortization Fx and Other Balance at September 30, 2017 Patents and trademarks $ 112,537 $ 16,810 $ - $ (8,868) $ 752 $ 121,231 Customer and merchant relationships 178,000 - - (18,414) - 159,586 Trade name 47,659 - - (5,015) 69 42,713 $ 338,196 $ 16,810 $ - $ (32,297) $ 821 $ 323,530 |
Future Amortization Intangible Assets | Year ending December 31, Amount 2017 $ 10,765 2018 43,062 2019 43,062 2020 43,062 2021 40,736 Thereafter 142,843 Total $ 323,530 |
Software Development Costs (Tab
Software Development Costs (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Software Development Costs [Abstract] | |
Software Development Costs | Balance at December 31, 2016 Additions Amortization Balance at September 30, 2017 Software Development Costs $ 288,923 $ 382,023 $ (220,691) $ 450,255 $ 288,923 $ 382,023 $ (220,691) $ 450,255 |
Future Amortization Software | Year ending December 31, Amount 2017 $ 94,972 2018 279,585 2019 75,698 2020 - 2021 - Thereafter - Total $ 450,255 |
Notes Payable and Interest Ex22
Notes Payable and Interest Expense (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Payable and Interest Expense [Abstract] | |
Schedule Of Notes Payable | Facility Maturity Interest Rate Balance at September 30, 2017 Balance at December 31, 2016 BDC Term Loan December 15, 2018 12% $ 361,006 $ 333,260 ACOA Note May 1, 2021 - 185,209 59,995 SVB Working Capital Line of Credit Facility March 30, 2018 Variable 1,983,958 979,821 Total Debt 2,530,173 1,373,076 Debt discount 15,795 21,003 Less current portion (2,290,864) (1,032,913) Long-term debt, net of current portion $ 255,104 $ 361,166 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Option Activity | Options Outstanding at December 31, 2015 5,043,228 Granted 1,771,500 Exercised - Forfeit/canceled (577,817) Expired (479,031) Outstanding at December 31, 2016 5,757,880 Granted 2,742,500 Exercised (104,168) Forfeit/canceled (1,363,658) Expired (235,341) Outstanding at September 30, 2017 6,797,213 |
Stock-Based Compensation Expense | Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 General and administrative $ 137,395 $ 234,069 $ 432,322 $ 720,058 Sales and marketing 51,686 87,646 115,290 259,647 Engineering, research, and development 53,294 37,371 130,688 120,986 $ 242,375 $ 359,086 $ 678,300 $ 1,100,691 |
Valuation Assumptions | Nine Months Ended September 30, 2017 2016 Risk-free interest rate 1.96 % 1.42 % Expected life (years) 6.00 6.02 Expected dividend yield - % - % Expected volatility 85 % 114 % |
Restricted Stock Unit Activity | Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2015 653,937 $ 0.32 0.08 $ 305,572 Awarded 340,480 $ 0.72 0.70 $ - Released - $ - - $ - Canceled/forfeited/expired - $ - - $ - Outstanding at December 31, 2016 994,417 $ 0.72 0.70 $ 731,845 Awarded 199,513 $ 0.73 - $ - Released (263,731) $ - - $ - Canceled/forfeited/expired (47,072) $ 0.72 - $ - Outstanding at September 30, 2017 883,127 $ 0.65 0.26 $ 883,127 Expected to vest at September 30, 2017 883,127 $ - - $ 883,127 Exercisable at September 30, 2017 764,739 $ - - $ 764,739 Unvested at September 30, 2017 118,388 $ - - $ 118,388 Unrecognized expense at September 30, 2017 $ 80,413 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-Based Compensation Expense | Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 General and administrative $ (93,935) $ 28,970 $ 177,438 $ 86,558 $ (93,935) $ 28,970 $ 177,438 $ 86,558 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurements [Abstract] | |
Financial Assets And Liabilities Measured At Fair Value On A Recurring And Non-Recurring Basis | Description Level 1 Level 2 Level 3 Gains (Losses) Goodwill (non-recurring) $ - $ - $ 803,118 $ - Intangibles, net (non-recurring) $ - $ - $ 773,785 $ - The following table presents assets that are measured and recognized at fair value as of December 31, 2016 on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Goodwill (non-recurring) $ - $ - $ 803,118 $ (2,247,447) Intangibles, net (non-recurring) $ - $ - $ 627,119 $ (1,684,203) |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Narrative) (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)customer | Sep. 30, 2016USD ($)customer | Dec. 31, 2016USD ($) | |
Product Information [Line Items] | |||||
Allowance for doubtful accounts | $ 1,425 | $ 1,425 | $ 15,503 | ||
Comprehensive loss | $ 1,557,766 | $ 1,576,907 | $ 4,203,314 | $ 3,977,675 | |
Sales Revenue Net [Member] | |||||
Product Information [Line Items] | |||||
Number of significant customers | customer | 2 | 1 | |||
Customer concentration risk | 71.00% | 50.00% | |||
Maximum [Member] | |||||
Product Information [Line Items] | |||||
Estimated useful lives | 20 years | ||||
Minimum [Member] | |||||
Product Information [Line Items] | |||||
Estimated useful lives | 1 year | ||||
Software Development Costs [Member] | |||||
Product Information [Line Items] | |||||
Estimated useful lives | 2 years |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - LiveLenz Inc. [Member] - shares | Jan. 15, 2016 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||
Issuance of common stock for acquisition, Shares | 1,000,000 | |
Additional stock issued | 15,000 | |
Shares in escrow, percentage | 100.00% | |
Escrow period | 18 months |
Acquisitions (Purchase Price Al
Acquisitions (Purchase Price Allocation) (Details) - USD ($) | Jan. 15, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 803,118 | $ 803,118 | |
LiveLenz Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 11,088 | ||
Accounts receivable, net | 718 | ||
Other assets | 2,617 | ||
Fixed assets | 4,407 | ||
Intangible assets | 20,300 | ||
Goodwill | 1,129,493 | ||
Total assets acquired | 1,168,623 | ||
Liabilities assumed | (458,123) | ||
Net assets acquired | 710,500 | ||
Common stock | 710,500 | ||
Total purchase price | $ 710,500 | $ 710,500 |
Acquisitions (Pro Forma Informa
Acquisitions (Pro Forma Information) (Details) - 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 | |
Revenues | |||||
Revenues | $ 2,083,987 | $ 2,182,750 | $ 6,436,072 | $ 6,102,501 | |
Cost of revenues | 786,385 | 564,039 | 1,943,534 | 1,473,974 | |
Gross profit | 1,297,602 | 1,618,711 | 4,492,538 | 4,628,527 | |
Operating expenses | |||||
General and administrative | 652,762 | 1,139,732 | 2,516,249 | 3,125,484 | |
Sales and marketing | 836,767 | 1,152,849 | 2,673,087 | 3,285,655 | |
Engineering, research, and development | 1,177,318 | 685,311 | 3,080,037 | 1,600,377 | |
Depreciation and amortization | 105,510 | 194,419 | 273,716 | 501,866 | |
Total operating expenses | 2,772,357 | 3,172,311 | 8,543,089 | 8,513,382 | |
Loss from operations | (1,474,755) | (1,553,600) | (4,050,551) | (3,884,855) | |
Other income/(expense) | |||||
Interest income | 962 | 525 | 2,878 | 2,278 | |
Interest expense | (62,748) | (25,900) | (115,363) | (52,960) | |
Foreign Currency Gain/(Loss) | (931) | 372 | (4,120) | 1,488 | |
Total other income/(expense) | (62,717) | (25,003) | (116,605) | (49,194) | |
Loss before income taxes | (1,537,472) | (1,578,603) | (4,167,156) | (3,934,049) | |
Income tax expense | |||||
Net loss | (1,537,472) | (1,578,603) | (4,167,156) | (3,934,049) | $ (9,514,461) |
Other comprehensive loss, net of income tax | |||||
Foreign currency translation adjustments | (20,294) | 1,696 | (36,158) | (43,626) | $ (32,999) |
Comprehensive loss | $ (1,557,766) | $ (1,576,907) | $ (4,203,314) | $ (3,977,675) | |
Net loss per share - basic and diluted | $ (0.04) | $ (0.05) | $ (0.11) | $ (0.12) | |
Weighted average number of shares during the period - basic and diluted | 36,683,122 | 33,059,007 | 36,488,448 | 31,965,484 | |
Pro Forma Adjustments [Member] | |||||
Other income/(expense) | |||||
Income tax expense | |||||
Pro Forma Combined [Member] | |||||
Revenues | |||||
Revenues | 6,106,801 | ||||
Cost of revenues | 1,474,094 | ||||
Gross profit | 4,632,707 | ||||
Operating expenses | |||||
General and administrative | 3,145,555 | ||||
Sales and marketing | 3,292,742 | ||||
Engineering, research, and development | 1,600,377 | ||||
Depreciation and amortization | 501,942 | ||||
Total operating expenses | 8,540,616 | ||||
Loss from operations | (3,907,909) | ||||
Other income/(expense) | |||||
Interest income | 2,278 | ||||
Interest expense | (56,412) | ||||
Foreign Currency Gain/(Loss) | 1,488 | ||||
Total other income/(expense) | (52,646) | ||||
Loss before income taxes | (3,960,555) | ||||
Income tax expense | |||||
Net loss | (3,960,555) | ||||
Other comprehensive loss, net of income tax | |||||
Foreign currency translation adjustments | (43,626) | ||||
Comprehensive loss | $ (4,004,181) | ||||
Net loss per share - basic and diluted | $ (0.12) | ||||
Weighted average number of shares during the period - basic and diluted | 31,965,484 | ||||
LiveLenz Inc. [Member] | |||||
Revenues | |||||
Revenues | $ 4,300 | ||||
Cost of revenues | 120 | ||||
Gross profit | 4,180 | ||||
Operating expenses | |||||
General and administrative | 20,071 | ||||
Sales and marketing | 7,087 | ||||
Depreciation and amortization | 76 | ||||
Total operating expenses | 27,234 | ||||
Loss from operations | (23,054) | ||||
Other income/(expense) | |||||
Interest expense | (3,452) | ||||
Total other income/(expense) | (3,452) | ||||
Loss before income taxes | (26,506) | ||||
Income tax expense | |||||
Net loss | (26,506) | ||||
Other comprehensive loss, net of income tax | |||||
Comprehensive loss | $ (26,506) |
Goodwill and Purchased Intang29
Goodwill and Purchased Intangibles (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 803,118 | $ 803,118 | $ 803,118 | ||
Amortization expense | $ 10,796 | $ 61,016 | $ 32,297 | $ 167,775 | |
Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 20 years | ||||
Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 1 year |
Goodwill and Purchased Intang30
Goodwill and Purchased Intangibles (Intangible Assets) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at Beginning of Period | $ 338,196 | |||
Additions | 16,810 | |||
Impairments | ||||
Amortization | $ (10,796) | $ (61,016) | (32,297) | $ (167,775) |
FX and Other | 821 | |||
Balance at End of Period | 323,530 | 323,530 | ||
Patents And Trademarks [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at Beginning of Period | 112,537 | |||
Additions | 16,810 | |||
Impairments | ||||
Amortization | (8,868) | |||
FX and Other | 752 | |||
Balance at End of Period | 121,231 | 121,231 | ||
Customer And Merchant Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at Beginning of Period | 178,000 | |||
Additions | ||||
Impairments | ||||
Amortization | (18,414) | |||
FX and Other | ||||
Balance at End of Period | 159,586 | 159,586 | ||
Trade Name [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at Beginning of Period | 47,659 | |||
Additions | ||||
Impairments | ||||
Amortization | (5,015) | |||
FX and Other | 69 | |||
Balance at End of Period | $ 42,713 | $ 42,713 |
Goodwill and Purchased Intang31
Goodwill and Purchased Intangibles (Future Amortization Intangible Assets) (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill and Purchased Intangibles [Abstract] | ||
2,017 | $ 10,765 | |
2,018 | 43,062 | |
2,019 | 43,062 | |
2,020 | 43,062 | |
2,021 | 40,736 | |
Thereafter | 142,843 | |
Total | $ 323,530 | $ 338,196 |
Software Development Costs (Nar
Software Development Costs (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 10,796 | $ 61,016 | $ 32,297 | $ 167,775 |
Software Development Costs [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 87,821 | $ 134,590 | $ 220,691 | $ 323,002 |
Estimated useful lives | 2 years |
Software Development Costs (Sof
Software Development Costs (Software Development Cost) (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Software Development Costs [Line Items] | |
Balance at beginning of period | $ 288,923 |
Additions | 382,023 |
Amortization | (220,691) |
Balance at end of period | 450,255 |
Software Development Costs [Member] | |
Software Development Costs [Line Items] | |
Balance at beginning of period | 288,923 |
Additions | 382,023 |
Amortization | (220,691) |
Balance at end of period | $ 450,255 |
Software Development Costs (Fut
Software Development Costs (Future Amortization Software) (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
2,017 | $ 10,765 | |
2,018 | 43,062 | |
2,019 | 43,062 | |
2,020 | 43,062 | |
2,021 | 40,736 | |
Thereafter | 142,843 | |
Total | 323,530 | $ 338,196 |
Software Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,017 | 94,972 | |
2,018 | 279,585 | |
2,019 | 75,698 | |
2,020 | ||
2,021 | ||
Thereafter | ||
Total | $ 450,255 |
Notes Payable and Interest Ex35
Notes Payable and Interest Expense (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | |||||
Interest expense | $ 62,748 | $ 25,900 | $ 115,363 | $ 52,960 | |
BDC Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity date | Dec. 15, 2018 | ||||
ACOA Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity date | May 1, 2021 | ||||
SVB Working Capital Line Of Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | 42,287 | $ 42,287 | |||
Maturity date | Mar. 30, 2018 | ||||
Maximum current borrowing capacity | $ 2,000,000 | ||||
Borrowing under Facility | $ 1,983,958 | $ 1,983,958 | |||
Commitment percentage per annum | 0.50% | ||||
Debt instrument, term | 2 years | ||||
Prime Rate [Member] | Maximum [Member] | SVB Working Capital Line Of Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on interest rate | 3.75% | ||||
Prime Rate [Member] | Minimum [Member] | SVB Working Capital Line Of Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on interest rate | (1.75%) |
Notes Payable and Interest Ex36
Notes Payable and Interest Expense (Schedule of Notes Payable) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Total Debt | $ 2,530,173 | $ 1,373,076 |
Debt discount | 15,795 | 21,003 |
Less current portion | (2,290,864) | (1,032,913) |
Long-term debt, net of current portion | $ 255,104 | 361,166 |
BDC Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Dec. 15, 2018 | |
Interest Rate | 12.00% | |
Total Debt | $ 361,006 | 333,260 |
ACOA Note [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | May 1, 2021 | |
Total Debt | $ 185,209 | 59,995 |
SVB Working Capital Line Of Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Mar. 30, 2018 | |
Total Debt | $ 1,983,958 | $ 979,821 |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock-Narrative) (Details) | Aug. 30, 2017USD ($)employee$ / sharesshares | Aug. 22, 2017USD ($)employee$ / sharesshares | Jul. 17, 2017employeeshares | Jun. 27, 2017USD ($)employee$ / sharesshares | Oct. 31, 2016USD ($)$ / sharesshares | Jan. 15, 2016USD ($)shares | Mar. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Rate per common share | $ / shares | $ 0.60 | ||||||||
Shares issued | shares | 3,256,000 | ||||||||
Proceeds from issuance of common stock, gross | $ | $ 1,953,600 | ||||||||
Equity payable | $ | $ 100,862 | $ 100,862 | |||||||
Common Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Rate per common share | $ / shares | $ 0.75 | $ 0.41 | $ 0.48 | $ 0.70 | |||||
Shares issued | shares | 37,500 | 4,688 | 263,731 | 61,980 | 3,329,990 | 3,256,000 | |||
Number of board members, shares issued | employee | 4 | ||||||||
Number of employees that exercised vested stock options | employee | 1 | 1 | 1 | ||||||
Proceeds from issuance of common stock, gross | $ | $ 28,125 | $ 1,922 | $ 29,750 | $ 2,330,993 | |||||
Issuance of common stock for acquisition, Shares | shares | 1,015,000 | ||||||||
Stock Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average grant date fair value | $ / shares | $ 0.46 | ||||||||
Weighted average exercise price | $ / shares | $ 0.64 | ||||||||
LiveLenz Inc. [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Issuance of common stock for acquisition, Shares | shares | 1,000,000 | ||||||||
Additional stock issued | shares | 15,000 | ||||||||
Shares in escrow, percentage | 100.00% | ||||||||
Escrow period | 18 months | ||||||||
Percent of consideration shares issued | 100.00% | ||||||||
Acquisition price per share | $ / shares | $ 0.70 | ||||||||
Total acquisition purchase price | $ | $ 710,500 | $ 710,500 |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Options-Narrative) (Details) | Aug. 14, 2017USD ($)employee$ / sharesshares | Jun. 28, 2017USD ($)employee$ / sharesshares | May 15, 2017USD ($)employee$ / sharesshares | Mar. 23, 2017USD ($)employee$ / sharesshares | Nov. 17, 2016USD ($)employee$ / sharesshares | Aug. 23, 2016USD ($)employee$ / sharesshares | Mar. 24, 2016USD ($)employee$ / sharesshares | Jan. 19, 2016USD ($)employee$ / sharesshares | Jan. 16, 2016USD ($) | Jan. 15, 2016USD ($)employee$ / sharesshares | Sep. 30, 2017 |
Stock Option Issuance 1 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average grant date fair value | $ 0.72 | ||||||||||
Number of employees, options granted | employee | 7 | ||||||||||
Options granted | shares | 322,500 | ||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | ||||||||||
Volatility rate | 86.00% | ||||||||||
Call option value, price per share | $ 0.52 | ||||||||||
Call option value | $ | $ 167,700 | ||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | ||||||||||
Stock Option Issuance 2 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average grant date fair value | $ 0.60 | ||||||||||
Number of employees, options granted | employee | 8 | ||||||||||
Options granted | shares | 2,105,000 | ||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | ||||||||||
Volatility rate | 85.00% | ||||||||||
Call option value, price per share | $ 0.43 | ||||||||||
Call option value | $ | $ 905,150 | ||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | ||||||||||
Stock Option Issuance 3 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average grant date fair value | $ 0.75 | ||||||||||
Number of employees, options granted | employee | 4 | ||||||||||
Options granted | shares | 695,000 | ||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | ||||||||||
Volatility rate | 114.00% | ||||||||||
Call option value, price per share | $ 0.63 | ||||||||||
Call option value | $ | $ 440,573 | ||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | ||||||||||
Stock Option Issuance 4 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average grant date fair value | $ 0.76 | ||||||||||
Number of employees, options granted | employee | 2 | ||||||||||
Options granted | shares | 150,000 | ||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | ||||||||||
Volatility rate | 86.00% | ||||||||||
Call option value, price per share | $ 0.55 | ||||||||||
Call option value | $ | $ 82,500 | ||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | ||||||||||
Stock Option Issuance 5 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average grant date fair value | $ 0.70 | ||||||||||
Number of employees, options granted | employee | 3 | ||||||||||
Options granted | shares | 150,000 | ||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | ||||||||||
Volatility rate | 114.00% | ||||||||||
Call option value, price per share | $ 0.59 | ||||||||||
Call option value | $ | $ 89,048 | ||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | ||||||||||
Stock Option Issuance 6 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average grant date fair value | $ 0.895 | ||||||||||
Number of employees, options granted | employee | 2 | ||||||||||
Options granted | shares | 165,000 | ||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | ||||||||||
Volatility rate | 86.00% | ||||||||||
Call option value, price per share | $ 0.65 | ||||||||||
Call option value | $ | $ 107,250 | ||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | ||||||||||
Stock Option Issuance 22 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of employees, options granted | employee | 4 | ||||||||||
Options granted | shares | 167,500 | ||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | ||||||||||
Volatility rate | 114.00% | ||||||||||
Call option value, price per share | $ 0.59 | ||||||||||
Call option value | $ | $ 98,825 | ||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | ||||||||||
Weighted average grant date fair value | $ 0.70 | ||||||||||
Stock Option Issuance 23 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average grant date fair value | $ 0.70 | ||||||||||
Number of employees, options granted | employee | 1 | ||||||||||
Options granted | shares | 500,000 | ||||||||||
Volatility rate | 114.00% | ||||||||||
Call option value, price per share | $ 0.59 | ||||||||||
Call option value | $ | $ 295,000 | ||||||||||
Stock Option Issuance 23 [Member] | Vesting Requirement 1 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options to purchase, expected to vest | shares | 300,000 | ||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 48 months | ||||||||||
Stock Option Issuance 23 [Member] | Vesting Requirement 2 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Options to purchase, expected to vest | shares | 100,000 | ||||||||||
Annual Revenue, Benchmark | $ | $ 13,000,000 | ||||||||||
Stock Option Issuance 23 [Member] | Vesting Requirement 3 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Options to purchase, expected to vest | shares | 100,000 | ||||||||||
Annual Revenue, Benchmark | $ | $ 22,000,000 | ||||||||||
Stock Option Issuance 24 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average grant date fair value | $ 0.70 | ||||||||||
Number of employees, options granted | employee | 9 | ||||||||||
Options granted | shares | 258,000 | ||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | ||||||||||
Volatility rate | 114.00% | ||||||||||
Call option value, price per share | $ 0.59 | ||||||||||
Call option value | $ | $ 152,220 | ||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% |
Stockholders' Equity (Restricte
Stockholders' Equity (Restricted Stock-Narrative) (Details) | May 19, 2017USD ($)item$ / sharesshares | May 15, 2017USD ($)$ / sharesshares | Mar. 23, 2017USD ($)employee$ / sharesshares | Nov. 17, 2016USD ($)employee$ / sharesshares | Aug. 23, 2016USD ($)item$ / sharesshares | Apr. 01, 2016USD ($)item$ / sharesshares | Sep. 30, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Units issued | 199,513 | 340,480 | ||||||
Value of units | $ | $ 81,253 | $ 81,251 | $ 81,249 | |||||
Value of units, per share | $ / shares | $ 0.70 | $ 0.75 | $ 0.70 | $ 0.73 | $ 0.72 | |||
Restricted Stock Units (RSUs) [Member] | Granted 4/1/2016 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of independent directors, restricted stock units granted | item | 5 | |||||||
Units issued | 116,070 | |||||||
Vesting period | 12 months | |||||||
Restricted Stock Units (RSUs) [Member] | Granted 8/23/2016 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of independent directors, restricted stock units granted | item | 5 | |||||||
Units issued | 108,335 | |||||||
Vesting period | 12 months | |||||||
Restricted Stock Units (RSUs) [Member] | Granted 11/17/2016 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of independent directors, restricted stock units granted | employee | 5 | |||||||
Units issued | 116,075 | |||||||
Vesting period | 12 months | |||||||
Restricted Stock Units (RSUs) [Member] | Granted 3/23/2017 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of independent directors, restricted stock units granted | employee | 5 | |||||||
Units issued | 112,845 | |||||||
Vesting period | 12 months | |||||||
Value of units | $ | $ 81,248 | |||||||
Value of units, per share | $ / shares | $ 0.72 | |||||||
Restricted Stock Units (RSUs) [Member] | Granted 5/19/2017 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of independent directors, restricted stock units granted | item | 4 | |||||||
Units issued | 86,668 | |||||||
Vesting period | 12 months | |||||||
Value of units | $ | $ 65,001 | |||||||
Value of units, per share | $ / shares | $ 0.75 | |||||||
Performance Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Units issued | 1,000,000 | |||||||
Value of units | $ | $ 600,000 | |||||||
Value of units, per share | $ / shares | $ 0.60 |
Stockholders' Equity (Warrants-
Stockholders' Equity (Warrants-Narrative) (Details) | Sep. 30, 2017$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants expiring next twelve months | 2,762,868 |
Warrants expiring in two years | 1,558,356 |
Warrants expiring in three years | 813,125 |
Warrant Issuance 6 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding | 4,529,164 |
Warrants outstanding, per share | $ / shares | $ 1.20 |
Warrant Issuance 7 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding | 605,185 |
Warrants outstanding, per share | $ / shares | $ 1 |
Stockholders' Equity (Stock O41
Stockholders' Equity (Stock Option Activity) (Details) - Stock Options [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] | ||
Outstanding at Beginning of Period | 5,757,880 | 5,043,228 |
Granted | 2,742,500 | 1,771,500 |
Exercised | (104,168) | |
Forfeit/canceled | (1,363,658) | (577,817) |
Expired | (235,341) | (479,031) |
Outstanding at End of Period | 6,797,213 | 5,757,880 |
Stockholders' Equity (Stock Bas
Stockholders' Equity (Stock Based Compensation Expense - Stock Option and Warrants) (Details) - Stock Options And Warrants [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 242,375 | $ 359,086 | $ 678,300 | $ 1,100,691 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 137,395 | 234,069 | 432,322 | 720,058 |
Sales and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 51,686 | 87,646 | 115,290 | 259,647 |
Engineering, Research, and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 53,294 | $ 37,371 | $ 130,688 | $ 120,986 |
Stockholders' Equity (Valuation
Stockholders' Equity (Valuation Assumptions) (Details) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Stockholders' Equity [Abstract] | ||
Risk-free interest rate | 1.96% | 1.42% |
Expected life (years) | 6 years | 6 years 7 days |
Expected dividend yield | ||
Expected volatility | 85.00% | 114.00% |
Stockholders' Equity (Restric44
Stockholders' Equity (Restricted Stock Unit Activity) (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) | Nov. 17, 2016 | Aug. 23, 2016 | Apr. 01, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding at Beginning of Period | 994,417 | 653,937 | ||||
Awarded, Shares | 199,513 | 340,480 | ||||
Released, Shares | 263,731 | |||||
Canceled/forfeited/expired, Shares | (47,072) | |||||
Outstanding at End of Period | 883,127 | 994,417 | 653,937 | |||
Expected to vest at end of period, Shares | 883,127 | |||||
Exercisable at end of Period, Shares | 764,739 | |||||
Unvested at end of period | 118,388 | |||||
Unrecognized expense at End of Period | $ 80,413 | |||||
Outstanding at beginning of period, Weighted Average Exercise Price | $ 0.72 | $ 0.32 | ||||
Awarded, Weighted Average Grant Date Fair Value | $ 0.70 | $ 0.75 | $ 0.70 | 0.73 | 0.72 | |
Exercised, Weighted Average Exercise Price | ||||||
Cancelled/forfeited/expired, Weighted Average Exercise Price | 0.72 | |||||
Outstanding at end of period, Weighted Average Exercise Price | $ 0.65 | $ 0.72 | $ 0.32 | |||
Outstanding, Weighted Average Remaining Contractual Term (Years) | 3 months 4 days | 8 months 12 days | 29 days | |||
Awarded, Weighted Average Remaining Contractual Term | 8 months 12 days | |||||
Outstanding, aggregate intrinsic value | $ 883,127 | $ 731,845 | $ 305,572 | |||
Expected to vest at end of period, Aggregate Intrinsic Value | 883,127 | |||||
Exercisable to vest at end of period, Aggregate Intrinsic Value | 764,739 | |||||
Unvested at end of period, Aggregate Intrinsic Value | $ 118,388 |
Stockholders' Equity (Stock B45
Stockholders' Equity (Stock Based Compensation Expense - Restricted Stock) (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ (93,935) | $ 28,970 | $ 177,438 | $ 86,558 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ (93,935) | $ 28,970 | $ 177,438 | $ 86,558 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Non-recurring [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2017 | |
Goodwill [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gain (Loss) from fair value measurement | $ (2,247,447) | |
Intangible, Net [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gain (Loss) from fair value measurement | (1,684,203) | |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill | 803,118 | $ 803,118 |
Intangibles, net | $ 627,119 | $ 773,785 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Sep. 30, 2017item |
Commitments and Contingencies [Abstract] | |
Pending legal proceedings | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 9 Months Ended |
Mar. 31, 2016shares | Sep. 30, 2016USD ($)itememployeeshares | |
Related Party Transaction [Line Items] | ||
Issuance of shares | shares | 3,256,000 | |
Securities Private Placement [Member] | ||
Related Party Transaction [Line Items] | ||
Proceeds from private placement of securities | $ | $ 1,953,600 | |
Securities Private Placement [Member] | Officers [Member] | ||
Related Party Transaction [Line Items] | ||
Number of officers participating in the private placement | employee | 1 | |
Securities Private Placement [Member] | Director [Member] | ||
Related Party Transaction [Line Items] | ||
Number of directors participating in the private placement | item | 1 | |
Securities Private Placement [Member] | One Officer And One Director [Member] | ||
Related Party Transaction [Line Items] | ||
Proceeds from private placement of securities | $ | $ 1,025,000 | |
Issuance of shares | shares | 1,708,333 |