Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | PARETEUM Corp | |
Entity Central Index Key | 1,084,384 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | TEUM | |
Entity Common Stock, Shares Outstanding | 180,035,924 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 977,106 | $ 369,250 |
Financing receivable | 0 | 272,425 |
Restricted cash | 751,125 | 246,151 |
Accounts receivable, net of an allowance for doubtful accounts of $0 at September 30, 2016 and $269,608 at December 31, 2015 | 633,322 | 1,112,032 |
Prepaid expenses and other current assets | 1,102,532 | 2,016,236 |
Total current assets | 3,464,085 | 4,016,094 |
NON-CURRENT ASSETS | ||
OTHER ASSETS | 1,174,990 | 473,893 |
PROPERTY AND EQUIPMENT, NET | 10,625,429 | 13,051,375 |
INTANGIBLE ASSETS, NET | 0 | 258,630 |
ASSETS HELD FOR SALE | 0 | 4,564,972 |
GOODWILL | 0 | 3,027,422 |
TOTAL ASSETS | 15,264,504 | 25,392,386 |
CURRENT LIABILITIES | ||
Accounts payable and customer deposits | 3,374,877 | 2,639,863 |
Obligations under capital leases (current portion) | 37,232 | 310,403 |
Deferred Revenue | 589,480 | 1,259,545 |
Accrued expenses and other payables | 5,943,734 | 5,031,712 |
9% Unsecured Subordinated Convertible Promissory Note (current portion net of Debt Discount and Debt Issuance) | 327,800 | 0 |
2014 10% + libor 3rd Party Loan (net of Debt Discount and Debt Issuance) | 5,854,020 | 5,580,277 |
Total current liabilities | 16,127,143 | 14,821,800 |
LONG TERM LIABILITIES | ||
Derivative liabilities | 3,337,077 | 945,618 |
Non-current portion of obligation under capital leases | 0 | 5,621 |
Other long term liabilities | 221,339 | 260,290 |
9% Unsecured Subordinated Convertible Promissory Note (net of Debt Discount and Debt Issuance) | 903,054 | 238,829 |
Non-current portion of deferred revenue | 1,081,139 | 1,066,687 |
Total long term liabilities | 5,542,609 | 2,517,045 |
Total liabilities | 21,669,752 | 17,338,845 |
Commitments and Contingencies (See Notes) | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Preferred Stock $0.00001 par value, 50,000,000 shares authorized, 149 issued and outstanding as of September 30, 2016 | 1,360,571 | 0 |
Common Stock $0.00001 par value, 500,000,000 shares authorized, 171,151,073 issued and outstanding as of September 30, 2016 and 161,376,387 shares issued and outstanding as of December 31, 2015 | 273,407,563 | 269,470,165 |
Accumulated other comprehensive loss | (5,368,884) | (5,789,975) |
Accumulated deficit | (275,810,853) | (255,635,531) |
Elephant Talk Communications, Corp. stockholders' (deficit) equity | (6,411,603) | 8,044,659 |
NON-CONTROLLING INTEREST | 6,355 | 8,882 |
Total stockholders' (deficit) equity | (6,405,248) | 8,053,541 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 15,264,504 | $ 25,392,386 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable, Current | $ 0 | $ 269,608 |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 149 | 0 |
Preferred Stock, Shares Outstanding | 149 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 171,151,073 | 161,376,387 |
Common Stock, Shares, Outstanding | 171,151,073 | 161,376,387 |
Loan payable, interest rate spread | 10.00% | |
Convertible Subordinated Debt [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% |
Term Loan 2014 [Member] | ||
Description of variable rate basis | libor | libor |
Loan payable, interest rate spread | 10.00% | 10.00% |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) / INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUES | $ 3,170,596 | $ 3,485,624 | $ 9,711,288 | $ 27,743,023 |
COST AND OPERATING EXPENSES | ||||
Cost of service (excluding depreciation and amortization) | 892,069 | 1,361,347 | 2,996,496 | 4,671,107 |
Product development | 667,788 | 1,030,143 | 2,766,690 | 3,556,947 |
Sales and marketing | 206,632 | 640,680 | 1,094,305 | 1,639,800 |
General and administrative | 3,303,851 | 2,485,671 | 8,984,736 | 8,111,048 |
Depreciation and amortization of intangibles assets | 1,108,553 | 1,781,478 | 3,320,104 | 5,272,659 |
Impairment for assets held and used | 850,985 | 0 | 850,985 | 937,835 |
Impairment of goodwill | 3,228,930 | 0 | 3,228,930 | 0 |
Loss on sale of assets | 1,746,905 | 0 | 1,746,905 | 0 |
Total cost and operating expenses | 12,005,713 | 7,299,319 | 24,989,151 | 24,189,396 |
(LOSS) INCOME FROM OPERATIONS | (8,835,117) | (3,813,695) | (15,277,863) | 3,553,627 |
OTHER INCOME (EXPENSE) | ||||
Interest income | 24,700 | 28,054 | 75,247 | 80,913 |
Interest expense | (253,509) | (280,182) | (856,281) | (1,203,348) |
Interest expense related to debt discount and conversion feature | (2,319,679) | (125,086) | (2,932,823) | (592,737) |
Changes in derivative liabilities | (735,902) | 0 | (75,966) | 395,905 |
(Loss) / gain on Extinguishment of Debt | (443,426) | 0 | (443,426) | 2,475,799 |
Other income and (expense), net | 101,328 | 82,760 | 213,888 | (953,258) |
Amortization of deferred financing costs | (568,246) | (41,224) | (850,541) | (466,571) |
Total other income (expense) | (4,194,734) | (335,678) | (4,869,902) | (263,297) |
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES | (13,029,851) | (4,149,373) | (20,147,765) | 3,290,330 |
provision for income taxes | 8,450 | 6,964 | 27,557 | 49,922 |
NET (LOSS) / INCOME | (13,038,301) | (4,156,337) | (20,175,322) | 3,240,408 |
OTHER COMPREHENSIVE INCOME / (LOSS) | ||||
Foreign currency translation gain / (loss) | 425,354 | (64,444) | 421,091 | (1,268,064) |
COMPREHENSIVE (LOSS) / INCOME | $ (12,612,947) | $ (4,220,781) | $ (19,754,231) | $ 1,972,344 |
Net (loss) income per common share and equivalents - basic | $ (0.08) | $ (0.03) | $ (0.12) | $ 0.02 |
Net (loss) income per common share and equivalents - diluted | $ (0.08) | $ (0.03) | $ (0.12) | $ 0.02 |
Weighted average shares outstanding during the period - basic | 165,692,708 | 160,161,678 | 164,078,698 | 157,153,104 |
Weighted average shares outstanding during the period - diluted | 165,692,708 | 160,161,678 | 164,078,698 | 158,340,437 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) / income | $ (20,175,322) | $ 3,240,408 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 3,320,104 | 5,272,659 |
Provision for doubtful accounts | 0 | 0 |
Stock based compensation | 2,102,440 | 2,521,424 |
Change in fair value of warrant liability | 75,966 | (395,905) |
Amortization of deferred financing costs | 850,541 | 466,571 |
Interest expense relating to debt discount and conversion feature | 2,932,823 | 592,737 |
Other income and (expense), net | (213,888) | 953,258 |
Loss/(Gain) on Extinguishment of Debt | 443,426 | (2,475,799) |
Impairment for assets held and used | 850,985 | 937,835 |
Impairment of goodwill | 3,228,930 | 0 |
Loss on sale of assets | 1,746,905 | 0 |
Changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 786,606 | 5,299,888 |
Decrease in prepaid expenses, deposits and other assets | 1,249,263 | 987,176 |
Increase in accounts payable and customer deposits | 708,252 | 1,820,596 |
Decrease in deferred revenue | (709,896) | (9,007,259) |
Increase (decrease) in accrued expenses and other payables | 344,568 | (1,188,561) |
Net cash (used in) provided by operating activities | (2,458,297) | 9,025,028 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (1,382,127) | (6,725,768) |
Advance Purchase Payment on "Assets held for Sale" | 450,000 | 0 |
Proceeds from sale of assets | 2,000,000 | 0 |
Net cash provided by (used in) investing activities | 1,067,873 | (6,725,768) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Financing receivable | 355,000 | 2,000,000 |
Exercise of warrants & options | 0 | 5,861 |
Financing related fees | (1,427,967) | (150,668) |
Principal payment on 2014 10% + libor 3rd Part Loan | (881,809) | (5,500,000) |
Proceeds from 9% Unsecured Subordinated Convertible Promissory Note | 2,273,000 | 0 |
Unsecured promissory note | 350,000 | 0 |
Gross Proceed from Preferred A Shares issuance | 1,490,000 | 0 |
Net cash provided by (used in) financing activities | 2,158,224 | (3,644,807) |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | (159,944) | 300,298 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 607,856 | (1,045,249) |
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD | 369,250 | 1,904,160 |
CASH AND CASH EQUIVALENTS, END OF THE PERIOD | 977,106 | 858,911 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 678,138 | 1,136,021 |
Cash paid during the period for income taxes | 0 | 14,771 |
NON-CASH INVESTING ACTIVITIES: | ||
Note receivable from sale of assets | $ 1,000,000 | $ 0 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Loan payable, interest rate spread | 10.00% | |
Unsecured Subordinated Convertible Promissory Note [Member] | ||
Interest Rate Percentage | 9.00% | 9.00% |
Term Loan 2014 [Member] | ||
Loan payable, interest rate spread | 10.00% | 10.00% |
Description of variable rate basis | libor | libor |
Financial Condition
Financial Condition | 9 Months Ended |
Sep. 30, 2016 | |
Financial Condition [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | As reflected in the accompanying consolidated financial statements, the Company reported net loss of ($ 20,175,322 275,810,853 The Company’s financial statements through September 30, 2016 were materially impacted by a number of events: · Divestiture of ValidSoft, on September 30, 2016, through a management buyout; · Financing activity related to issuance of preferred shares and increase in note payable with its senior secured lender; · the settlement with Cross River Investments (“CRI”) to issue 4.4 · the restructuring of the Company. The substantial three phase restructuring plan (the “Plan”) was completed in the third quarter 2016. The Plan which commenced in the fourth quarter of 2015 was designed to align actual expenses and investments with current revenues as well as introduce new executive management. The first and second phase of the Plan encompassed fourth quarter 2015 through second quarter 2016. The third and final phase of the Plan impacted third quarter 2016 results with $ 0.6 2.7 0.7 The annualized savings in ongoing operating expenses following the three phases of restructuring through the third quarter 2016 is approximately $ 10.0 82 265 During the second and third phases of the restructuring, in addition to its cost reduction initiatives, the Company took steps to broaden its revenue focus, pivoting towards additional services including but not limited to recent complementary product initiatives. The reaffirmation by the Company’s largest customer, during the third quarter, underscores the quality of the Company’s services and the expectation of adding incremental subscribers. The Company suffered a liquidity crunch during the third quarter and its senior lender provided an additional $ 1.2 December 31, 2016 The sale of ValidSoft at the end of the third quarter for the price of $ 3.0 2.0 1.0 2.0 As part of the expired agreement with the prospective suitor for ValidSoft, the Company received $ 700,000 During the second quarter 2016, the Company signed a non-binding definitive term sheets with prospective Lenders, which were expected to have resulted in an injection of immediate working capital and establish a basis for raising additional capital in support of both its restructuring and new growth initiatives. A series of delays beyond the control of the Company raised substantial doubt on whether this funding could be counted upon to ease the financial stress on the Company and in cooperation with its senior lender these negotiations were terminated in the third quarter. The current senior Lender, Atalaya, continues to work with the Company to find solutions including but not limited to proposed issuances of new equity, warrant and option solicitations and interim sources of capital. Until such new capital is secured and the senior Lender has been assured of satisfactory payoff, the Company is primarily responsible to this debtholder. The Company’s largest customer is fully aware of the critical need to secure additional sources of capital and is working constructively in support of these initiatives. Effective August 15, 2016, Atalaya has increased its loan to the Company by an additional $ 1.2 The cash balance of the Company at September 30, 2016 was $ 977,106 Although the Company has previously been able to raise capital as needed, there can be no assurance that additional capital will be available at all, or if available, on reasonable terms. Further, the terms of such financing may be dilutive to our existing stockholders or otherwise on terms not favorable to us, or our existing stockholders. If we are unable to secure additional capital, and/or do not succeed in meeting our cash flow objectives or the Lender takes steps to call the loan before new capital is attracted, the Company will be materially and negatively impacted, and we may have to significantly reduce our operations. As of September 30, 2016, the completion of the restructuring and divestiture of ValidSoft dramatically improve the pro forma operating results for the Company. However, until the maturity date of the senior debt is extended and/or substantial new equity capital is secured, doubt remains concerning the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The additional $ 1.2 |
Description of Business, Basis
Description of Business, Basis of Presentation and Use of Estimates | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 2. Description of Business, Basis of Presentation and Use of Estimates Business overview Pareteum Corporation (formerly known as Elephant Talk Communications Corp.) and its subsidiaries (also referred to as “the Company” or “Pareteum”) provide a complete cloud platform, utilizing mobile, messaging and security capability. The Company’s technology is particularly relevant for the increasingly mobile customer communications and the growing need for reliable security tools to reduce electronic fraud. The Company enables and secures communications, transactions and applications for the connected world via its globally deployed cloud services. In addition to traditional communications carriers, Pareteum’s target customer base includes enterprises and financial services companies. Pareteum’s solutions for mobility and security drive value for the business customer for both ‘per user’ and ‘per transactions’ based revenue, as well as revenue-share and gain-share participation. The Company’s product platform is designed to: · Reduce costs · Increase revenues · Enable businesses to scale · Deliver stronger security · Enable the creation of new brands and applications · Enhance customer service Pareteum’s intellectual property including Company software, source codes and licenses are proprietary and protected by international copyright. Pareteum also has a patent and patent applications. Pareteum owns and manages all the core elements of its platform enabling the business to package and market solutions in combination or independently. The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, for interim financial information and with the instructions to Securities and Exchange Commission, or SEC, Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2015, included in our 2015 Annual Report on Form 10-K filed with the SEC on March 30, 2016, referred to as our 2015 Annual Report. The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly our results of operations and financial position for the interim periods. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for future quarters or the full year. For a complete summary of our significant accounting policies, please refer to Note 2, “Business and Summary of Significant Accounting Policies,” of our 2015 Annual Report. There have been no material changes to our significant accounting policies during the nine months ended September 30, 2016. The preparation of the accompanying consolidated financial statements conforms with accounting principles generally accepted in the U.S. and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant areas of estimates include revenue recognition, valuation of goodwill and other intangible assets, bad debt allowance, valuation of financial instruments, useful lives of long lived assets and share-based compensation. Actual results may differ from these estimates under different assumptions or conditions. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” This update provides clarifying guidance regarding the application of ASU 2014-09 when another party, along with the reporting entity, is involved in providing a good or a service to a customer. In these circumstances, an entity is required to determine whether the nature of its promise is to provide that good or service to the customer (that is, the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (that is, the entity is an agent). In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing,” which clarifies the identification of performance obligations and the licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-11, “Revenue Recognition and Derivatives and Hedging: Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 Emerging Issues Task Force Meeting (“EITF”),” which rescinds SEC paragraphs pursuant to SEC staff announcements. These rescissions include changes to topics pertaining to accounting for shipping and handling fees and costs and accounting for consideration given by a vendor to a customer. In May 2016, the FASB also issued ASU No. 2016-12, “Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients,” which provides clarifying guidance in certain narrow areas and adds some practical expedients. The effective dates for these ASU’s are the same as the effective date for ASU No. 2014-09, for the Company’s annual and interim periods beginning January 1, 2018. The Company is currently evaluating the impact of these ASU’s on its consolidated financial statements; however at the current time the Company does not know what impact the adoption of these ASU’s will have on its consolidated financial statements, financial condition or results of operations. |
Supplemental Financial Informat
Supplemental Financial Information | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Financial Information [Abstract] | |
Additional Financial Information Disclosure [Text Block] | Note 3. Supplemental Financial Information The following tables present details of our condensed consolidated financial statements: Prepaid expenses and other current assets September 30, December 31, 2016 2015 Recurring & Non recurring prepaid expenses $ 465,998 $ 1,387,905 VAT 636,534 621,286 Inventory SIM cards - 7,045 $ 1,102,532 $ 2,016,236 Other Assets September 30, December 31, 2016 2015 Long term deposits $ 174,990 $ 285,404 Note receivable ValidSoft sale 1,000,000 - Due from third parties - 188,489 $ 1,174,990 $ 473,893 Property and equipment September 30, December 31, 2016 2015 Furniture & fixtures $ 211,361 $ 253,782 Computer, communications and network equipment 23,404,783 22,927,827 Software 3,788,664 3,651,222 Automobiles 12,679 37,428 Construction in progress 1,233,423 904,408 Acc. Depreciation Property & Equipment (18,025,481) (14,723,292) $ 10,625,429 $ 13,051,375 Property and equipment - Assets Held for Sale September 30, December 31, 2016 2015 Furniture & fixtures $ - $ 29,605 Computer, communications and network equipment - 63,216 Software - 2,255,695 Construction in progress - 395,585 Acc. Depreciation Property & Equipment - (772,799) $ - $ 1,971,302 Intangible Assets September 30, December 31, 2016 2015 Customer Contracts, Licenses , Interconnect & Technology $ - $ 1,016,152 Accumulated amortization Customer Contracts, Licenses, Interconnect & Technology - (757,522) $ - $ 258,630 Intangible Assets - Assets Held for Sale September 30, December 31, 2016 2015 Validsoft IP & Technology $ - $ 12,930,083 Accumulated amortization Validsoft IP & Technology - (10,336,413) $ - $ 2,593,670 Goodwill September 30, December 31, 2016 2015 Goodwill ValidSoft Ltd $ - $ 2,659,866 Goodwill Morodo Ltd. - 177,155 Goodwill Telnicity - 190,401 $ - $ 3,027,422 Accrued expenses and other payables September 30, December 31, 2016 2015 Accrued Selling, General & Administrative expenses $ 3,922,699 $ 3,648,920 Accrued cost of service 352,541 297,370 Accrued taxes (including VAT) 1,038,186 708,002 Accrued interest payable 220,799 199,104 Other accrued expenses 61,362 178,316 Advance subordinated short term loan 348,147 - $ 5,943,734 $ 5,031,712 2014 10% + libor 3rd Party Term Loan Agreement September 30, December 31, (Maturing March 2017 (including Provisioned Extension)) 2016 2015 2014 10% Term Loan (principal amount) $ 5,618,191 $ 6,500,000 Repayment Premium 1,427,059 - Deferred Exit Fee 198,051 57,176 Deferred Financing Costs (278,882) (343,130) Debt Discount - Original Issue Discount (66,643) (132,567) Debt Discount - Warrants (1,043,756) (501,202) $ 5,854,020 $ 5,580,277 (Maturing December 2018) December 31, Additional Amortizations Conversions 10% Early September 30, 2015 (during 2016) (during 2016) amortization Short Term 2016 Convertible Note Principal Amount $ (1,275,000) $ (2,273,000) $ - $ 270,000 $ 327,800 $ (2,950,200) (10% Early Repayment Short Term) - - - - (327,800) (327,800) Debt Discounts & Financing Costs Investor Warrants 543,548 1,105,059 (381,865) (110,869) - 1,155,873 Conversion Feature value 214,159 296,414 (108,111) (33,259) - 369,203 7% Agent Warrants 86,593 144,158 (51,238) (14,896) - 164,617 Financing Costs 191,871 274,193 (99,997) (8,614) - 357,453 $ (238,829) $ (453,176) $ (641,211) $ 102,362 $ - $ (1,230,854) Number of underlying shares for Warrants & Conversion Feature issued in relation with the 9% Unsecured Subordinated Convertible Promissory Note September 30, December 31, 2016 2015 Convertible Note 15,246,512 4,250,000 Investor Warrants 11,826,667 4,250,000 7% Agent Warrant 1,655,733 595,000 Total Underlying share commitment 28,728,912 9,095,000 FMV as of FMV as of Fair Market Value Warrants & December 31, Additional closings Mark to market September 30, Conversion Feature 2015 during 2016 adjustment Ytd-2016 2016 9% Convertible Note - Investors $ 260,398 $ 296,414 $ 51,524 $ 608,336 FMV Conversion Feature 260,398 296,414 51,524 608,336 Lender Warrants - 769,862 647,041 1,416,903 Investor Warrants 591,473 1,105,059 (545,796) 1,150,736 7% Agent Warrants 93,747 144,158 (76,803) 161,102 FMV Warrant Liabilities 685,220 2,019,079 24,442 2,728,741 Total $ 945,618 $ 2,315,493 $ 75,966 $ 3,337,077 During the first quarter of 2016, the Company modified the warrant exercise price from $ 0.45 0.30 9 220,490 125,511 94,979 0.30 0.215 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 4. Fair Value Measurements In accordance with ASC 820, Fair Value Measurement (“ASC 820”), the Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2 Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but are traded less frequently, derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the market and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3 Instruments that have little to no pricing observability as of the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. September 30, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 608,336 $ 608,336 Warrant Liabilities - - 2,728,741 2,728,741 Total Derivatives Liabilities $ - $ - $ 3,337,077 $ 3,337,077 December 31, 2015 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 260,398 $ 260,398 Warrant Liabilities - - 685,220 685,220 Total Derivatives Liabilities $ - $ - $ 945,618 $ 945,618 The Company uses the Monte Carlo valuation model to determine the value of the outstanding warrants and conversion feature from the “Offering”. Since the Monte Carlo valuation model requires special software and expertise to model the assumptions to be used, the Company hired a third party valuation expert. For part of the warrant liabilities the Company had to make a management estimate as insufficient variables were available in order to determine the value of the particular warrant. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 5. Stockholders’ Equity (A) Common Stock The Company is presently authorized to issue 500,000,000 171,151,073 9,774,686 5,116,791 500,000 4,157,895 10 rd Reconciliation with Stock Transfer Agent Records: The shares issued and outstanding as of September 30, 2016 and December 31, 2015 according to the Company’s stock transfer agent’s records were 171,396,973 161,622,287 171,151,073 245,900 233,900 12,000 (B) Preferred Stock The Company’s Certificate of Incorporation (“Articles”) authorizes the issuance of 50,000,000 0.00001 Under the Company’s Articles, the board of directors has the power, without further action by the holders of the common stock, subject to the rules of the NYSE MKT LLC, to designate the relative rights and preferences of the Preferred Stock, and issue the Preferred Stock in such one or more series as designated by the Board of Directors. The designation of rights and preferences could include preferences as to liquidation, redemption and conversion rights, voting rights, dividends or other preferences, any of which may be dilutive of the interest of the holders of the common stock or the Preferred Stock of any other series. The issuance of Preferred Stock may have the effect of delaying or preventing a change in control of the Company without further stockholder action and may adversely affect the rights and powers, including voting rights, of the holders of common stock. In certain circumstances, the issuance of Preferred Stock could depress the market price of the common stock. For the period ended September 30, 2016, the company issued 149 149 1,360,571 1,490,000 129,429 8 (C) Warrants Throughout the years, the Company has issued warrants with varying terms and conditions related to multiple financing rounds, acquisitions and other transactions. The number of warrants outstanding at September 30, 2016 and December 31, 2015 have been recorded and classified as equity is 40,395,398 29,628,865 685,220 $ 2,728,742 10 rd Exercise/ Conversion Outstanding price(s) Warrants (range) Expiring September 30, 2016 December 31, 2015 Warrants Fundraising $ 0.13- 0.95 2013 2021 40,395,398 29,610,206 Warrants Other $ 2.21 2016 - 18,659 40,395,398 29,628,865 Beside the above warrants with fixed numbers and exercise rights the Company is also committed to issue a warrant as part of the second amendment to the initial credit agreement dated November 17, 2014 with Corbin Mezzanine Fund I for a percentage of 10 |
Amended and Restated 2008 Long
Amended and Restated 2008 Long Term Incentive Compensation Plan | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Note 6. Amended and Restated 2008 Long Term Incentive Compensation Plan Total Authorized under the plan 56,000,000 Shares issued in prior years 6,999,864 Shares issued during 2016 4,716,791 Options exercised during 2016 - Outstanding options 18,390,074 Available for grant at September 30, 2016: 25,893,271 During the first nine months of 2016, the Company issued 2,716,791 600,000 2,000,000 Options: Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2015 35,864,077 $ 1.15 Granted in 2016 - - Exercised (with delivery of shares) - - Forfeitures (Pre-vesting) (4,983,402) $ 0.97 Expirations (Post-vesting) (12,490,601) $ 1.51 Exchanged for Cashless exercise - - Outstanding as of September 30, 2016 18,390,074 $ 0.52 At September 30, 2016, the unrecognized expense portion of stock-based awards granted to employees under the 2008 Plan was approximately $ 591,849 5,056,060 |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 7. Income taxes Income Taxes Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Provision for income taxes $ 8,450 $ 6,964 $ 27,557 $ 49,922 As a result of our cumulative tax losses in the U.S. and certain foreign jurisdictions, and the full utilization of our loss carryback opportunities, we have concluded that a full valuation allowance should be recorded in such jurisdictions. In certain other foreign jurisdictions where we do not have cumulative losses, we had net deferred tax liabilities. |
Significant Customer and Geogra
Significant Customer and Geographical Information | 9 Months Ended |
Sep. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 8. Significant Customer and Geographical Information Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Two largest customers 88.9 % 87.9 % 87.0 % 82.6 % The geographical distribution of our revenue, as a percentage of total revenue, was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Europe 92.5 % 95.7 % 92.0 % 35.3 % All other (non-European) countries 7.5 % 4.3 % 8.0 % 64.7 % 100.0 % 100.0 % 100.0 % 100.0 % |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Preferred Stock [Text Block] | Note 9. Preferred Stock In September 2016, Pareteum Corporation (the “Company”) consummated closings (the “Closings”) of its private placement offering (the “Offering”) of Series A Preferred Stock, par value $ 0.00001 149 1,490,000 Each share of Series A Preferred Stock is convertible into 0.04 ) before September 2 September 2 The holders of Series A Preferred Stock are not entitled to receive any dividends and have no voting rights (except that we may only take certain corporate actions with the approval of a majority of the outstanding shares of Series A Preferred Stock). Further, upon liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Stock will receive distributions on par with and on a pro rata basis with the common stockholders as though the Series A Preferred Stock had been converted at the time of such liquidation, dissolution or winding up of the Company. The Investors in the Offering have also received piggy-back registration rights with respect to the shares of common stock issuable upon conversion of the Series A Preferred Stock. In connection with the Offering, the Company retained a placement agent. The Company agreed to pay the placement agent, subject to certain exceptions, a cash fee equal to eight percent ( 8 The Series A Preferred Stock was offered and sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act. In accordance with ASC 480, the Series A Preferred Stock is accounted for as an equity instrument as the redemption requirement does not constitute an unconditional obligation that will be settled in a variable number of shares constituting a monetary value predominantly indexed to (a) a fixed monetary amount known at inception, (b) an amount other than the fair value of the issuer’s equity shares, or (c) an amount inversely related to changes in the fair value of the issuer’s equity shares. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 10. Subsequent Events On October 28, 2016, we entered into subscription agreements (the “Subscription Agreement”) with certain “accredited investors” relating to the issuance and sale of 33 0.00001 330,000 Each share of Series A-1 Preferred Stock is convertible, at the option of the holder, into 0.04 The Company has the right, in its discretion, to compel holders of the Series A-1 Preferred Stock to convert the preferred stock into shares of the Company’s common stock in the event that a change in control (as defined in the Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Preferred Stock, or the “Certificate of Designation”) occurs before October 28, 2017. Further, at any time after September 2, 2017, the Company has the option to automatically convert the Series A-1 Preferred Stock into common stock. The holders of Series A-1 Preferred Stock are not entitled to receive any dividends and have no voting rights (except that the Company may only take certain corporate actions with the approval of a majority of the outstanding shares of Series A-1 Preferred Stock). Further, upon liquidation, dissolution or winding up of the Company, the holders of Series A-1 Preferred Stock will receive distributions on par with and on a pro rata basis with the holders of the Company’s common stock as though the Series A-1 Preferred Stock had been converted at the time of such liquidation, dissolution or winding up of the Company. On November 1, 2016, the Company changed its name to “Pareteum Corporation” and continues to trade on the NYSE MKT marketplace under the new stock symbol “TEUM.” On November 1, 2016, Victor Bozzo was appointed the Company’s Chief Executive Officer. On November 2, 2016, Armin Gustav Hessler submitted his resignation as the Company’s Chief Operations Officer. |
Description of Business, Basi17
Description of Business, Basis of Presentation and Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation of Interim Periods The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, for interim financial information and with the instructions to Securities and Exchange Commission, or SEC, Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2015, included in our 2015 Annual Report on Form 10-K filed with the SEC on March 30, 2016, referred to as our 2015 Annual Report. The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly our results of operations and financial position for the interim periods. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for future quarters or the full year. For a complete summary of our significant accounting policies, please refer to Note 2, “Business and Summary of Significant Accounting Policies,” of our 2015 Annual Report. There have been no material changes to our significant accounting policies during the nine months ended September 30, 2016. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the accompanying consolidated financial statements conforms with accounting principles generally accepted in the U.S. and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant areas of estimates include revenue recognition, valuation of goodwill and other intangible assets, bad debt allowance, valuation of financial instruments, useful lives of long lived assets and share-based compensation. Actual results may differ from these estimates under different assumptions or conditions. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” This update provides clarifying guidance regarding the application of ASU 2014-09 when another party, along with the reporting entity, is involved in providing a good or a service to a customer. In these circumstances, an entity is required to determine whether the nature of its promise is to provide that good or service to the customer (that is, the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (that is, the entity is an agent). In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing,” which clarifies the identification of performance obligations and the licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-11, “Revenue Recognition and Derivatives and Hedging: Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 Emerging Issues Task Force Meeting (“EITF”),” which rescinds SEC paragraphs pursuant to SEC staff announcements. These rescissions include changes to topics pertaining to accounting for shipping and handling fees and costs and accounting for consideration given by a vendor to a customer. In May 2016, the FASB also issued ASU No. 2016-12, “Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients,” which provides clarifying guidance in certain narrow areas and adds some practical expedients. The effective dates for these ASU’s are the same as the effective date for ASU No. 2014-09, for the Company’s annual and interim periods beginning January 1, 2018. The Company is currently evaluating the impact of these ASU’s on its consolidated financial statements; however at the current time the Company does not know what impact the adoption of these ASU’s will have on its consolidated financial statements, financial condition or results of operations. |
Supplemental Financial Inform18
Supplemental Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Financial Information [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses and other current assets September 30, December 31, 2016 2015 Recurring & Non recurring prepaid expenses $ 465,998 $ 1,387,905 VAT 636,534 621,286 Inventory SIM cards - 7,045 $ 1,102,532 $ 2,016,236 |
Schedule of Other Assets, Noncurrent [Table Text Block] | Other Assets September 30, December 31, 2016 2015 Long term deposits $ 174,990 $ 285,404 Note receivable ValidSoft sale 1,000,000 - Due from third parties - 188,489 $ 1,174,990 $ 473,893 |
Property, Plant and Equipment [Table Text Block] | Property and equipment September 30, December 31, 2016 2015 Furniture & fixtures $ 211,361 $ 253,782 Computer, communications and network equipment 23,404,783 22,927,827 Software 3,788,664 3,651,222 Automobiles 12,679 37,428 Construction in progress 1,233,423 904,408 Acc. Depreciation Property & Equipment (18,025,481) (14,723,292) $ 10,625,429 $ 13,051,375 Property and equipment - Assets Held for Sale September 30, December 31, 2016 2015 Furniture & fixtures $ - $ 29,605 Computer, communications and network equipment - 63,216 Software - 2,255,695 Construction in progress - 395,585 Acc. Depreciation Property & Equipment - (772,799) $ - $ 1,971,302 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible Assets September 30, December 31, 2016 2015 Customer Contracts, Licenses , Interconnect & Technology $ - $ 1,016,152 Accumulated amortization Customer Contracts, Licenses, Interconnect & Technology - (757,522) $ - $ 258,630 Intangible Assets - Assets Held for Sale September 30, December 31, 2016 2015 Validsoft IP & Technology $ - $ 12,930,083 Accumulated amortization Validsoft IP & Technology - (10,336,413) $ - $ 2,593,670 |
Schedule of Goodwill [Table Text Block] | Goodwill September 30, December 31, 2016 2015 Goodwill ValidSoft Ltd $ - $ 2,659,866 Goodwill Morodo Ltd. - 177,155 Goodwill Telnicity - 190,401 $ - $ 3,027,422 |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses and other payables September 30, December 31, 2016 2015 Accrued Selling, General & Administrative expenses $ 3,922,699 $ 3,648,920 Accrued cost of service 352,541 297,370 Accrued taxes (including VAT) 1,038,186 708,002 Accrued interest payable 220,799 199,104 Other accrued expenses 61,362 178,316 Advance subordinated short term loan 348,147 - $ 5,943,734 $ 5,031,712 |
Schedule of Long-term Debt Instruments [Table Text Block] | 2014 10% + libor 3rd Party Term Loan Agreement September 30, December 31, (Maturing March 2017 (including Provisioned Extension)) 2016 2015 2014 10% Term Loan (principal amount) $ 5,618,191 $ 6,500,000 Repayment Premium 1,427,059 - Deferred Exit Fee 198,051 57,176 Deferred Financing Costs (278,882) (343,130) Debt Discount - Original Issue Discount (66,643) (132,567) Debt Discount - Warrants (1,043,756) (501,202) $ 5,854,020 $ 5,580,277 |
Convertible Debt [Table Text Block] | Breakdown of the 9% Unsecured Subordinated Convertible Promissory Note (Maturing December 2018) December 31, Additional Amortizations Conversions 10% Early September 30, 2015 (during 2016) (during 2016) amortization Short Term 2016 Convertible Note Principal Amount $ (1,275,000) $ (2,273,000) $ - $ 270,000 $ 327,800 $ (2,950,200) (10% Early Repayment Short Term) - - - - (327,800) (327,800) Debt Discounts & Financing Costs Investor Warrants 543,548 1,105,059 (381,865) (110,869) - 1,155,873 Conversion Feature value 214,159 296,414 (108,111) (33,259) - 369,203 7% Agent Warrants 86,593 144,158 (51,238) (14,896) - 164,617 Financing Costs 191,871 274,193 (99,997) (8,614) - 357,453 $ (238,829) $ (453,176) $ (641,211) $ 102,362 $ - $ (1,230,854) Number of underlying shares for Warrants & Conversion Feature issued in relation with the 9% Unsecured Subordinated Convertible Promissory Note September 30, December 31, 2016 2015 Convertible Note 15,246,512 4,250,000 Investor Warrants 11,826,667 4,250,000 7% Agent Warrant 1,655,733 595,000 Total Underlying share commitment 28,728,912 9,095,000 |
Schedule of Warrant And Conversion Feature Liabilities [Table Text Block] | FMV as of FMV as of Fair Market Value Warrants & December 31, Additional closings Mark to market September 30, Conversion Feature 2015 during 2016 adjustment Ytd-2016 2016 9% Convertible Note - Investors $ 260,398 $ 296,414 $ 51,524 $ 608,336 FMV Conversion Feature 260,398 296,414 51,524 608,336 Lender Warrants - 769,862 647,041 1,416,903 Investor Warrants 591,473 1,105,059 (545,796) 1,150,736 7% Agent Warrants 93,747 144,158 (76,803) 161,102 FMV Warrant Liabilities 685,220 2,019,079 24,442 2,728,741 Total $ 945,618 $ 2,315,493 $ 75,966 $ 3,337,077 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following tables summarize fair value measurements by level as of September 30, 2016 and December 31, 2015 for and the Company’s liabilities measured at fair value on a recurring basis: September 30, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 608,336 $ 608,336 Warrant Liabilities - - 2,728,741 2,728,741 Total Derivatives Liabilities $ - $ - $ 3,337,077 $ 3,337,077 December 31, 2015 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 260,398 $ 260,398 Warrant Liabilities - - 685,220 685,220 Total Derivatives Liabilities $ - $ - $ 945,618 $ 945,618 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The table below summarizes the warrants outstanding as of September 30, 2016 and as of December 31, 2015: Exercise/ Conversion Outstanding price(s) Warrants (range) Expiring September 30, 2016 December 31, 2015 Warrants Fundraising $ 0.13- 0.95 2013 2021 40,395,398 29,610,206 Warrants Other $ 2.21 2016 - 18,659 40,395,398 29,628,865 |
Amended and Restated 2008 Lon21
Amended and Restated 2008 Long Term Incentive Compensation Plan (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Reconciliation Of Registered And Available Shares And Or Options [Table Text Block] | Amended and Restated 2008 Long-Term Incentive Compensation Plan Total Authorized under the plan 56,000,000 Shares issued in prior years 6,999,864 Shares issued during 2016 4,716,791 Options exercised during 2016 - Outstanding options 18,390,074 Available for grant at September 30, 2016: 25,893,271 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock option activity is set forth below: Options: Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2015 35,864,077 $ 1.15 Granted in 2016 - - Exercised (with delivery of shares) - - Forfeitures (Pre-vesting) (4,983,402) $ 0.97 Expirations (Post-vesting) (12,490,601) $ 1.51 Exchanged for Cashless exercise - - Outstanding as of September 30, 2016 18,390,074 $ 0.52 |
Income taxes (Tables)
Income taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The following table presents details of the net provision for income taxes: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Provision for income taxes $ 8,450 $ 6,964 $ 27,557 $ 49,922 |
Significant Customer and Geog23
Significant Customer and Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Sales to our significant customers, as a percentage of net revenue were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Two largest customers 88.9 % 87.9 % 87.0 % 82.6 % The geographical distribution of our revenue, as a percentage of total revenue, was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Europe 92.5 % 95.7 % 92.0 % 35.3 % All other (non-European) countries 7.5 % 4.3 % 8.0 % 64.7 % 100.0 % 100.0 % 100.0 % 100.0 % |
Financial Condition (Details Te
Financial Condition (Details Textual) shares in Millions | Aug. 15, 2016USD ($) | Sep. 30, 2016USD ($)shares | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2016 | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Net Income (Loss) Attributable to Parent, Total | $ (13,038,301) | $ (4,156,337) | $ (20,175,322) | $ 3,240,408 | ||||
Retained Earnings (Accumulated Deficit), Total | (275,810,853) | (275,810,853) | $ (255,635,531) | |||||
Impairment of Ongoing Project | 2,700,000 | |||||||
Cash and Cash Equivalents, at Carrying Value | $ 977,106 | $ 858,911 | $ 977,106 | 858,911 | $ 369,250 | $ 1,904,160 | ||
Entity Number of Employees | 82 | 82 | 265 | |||||
Other Noncash Expense | $ 700,000 | |||||||
Repayments of Secured Debt | $ 881,809 | $ 5,500,000 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 4,400,000 | |||||||
ValidSoft Ltd [Member] | ||||||||
Disposal Group, Including Discontinued Operation, Consideration | 3,000,000 | 3,000,000 | ||||||
Proceeds from Divestiture of Businesses and Interests in Affiliates, Total | 2,000,000 | |||||||
Disposal Group, Including Discontinued Operation, Consideration, Promissory note | 1,000,000 | |||||||
Senior Lendor [Member] | ||||||||
Proceeds from Related Party Debt | $ 1,200,000 | |||||||
Debt Instrument, Maturity Date | Dec. 31, 2016 | |||||||
Reduced Employee Expenses [Member] | ||||||||
Effect on Future Earnings, Amount | 10,000,000 | |||||||
Employee Severance [Member] | ||||||||
Restructuring Charges, Total | $ 600,000 | |||||||
Atalaya Corbin Capital Credit Agreement [Member] | ||||||||
Repayments of Senior Debt, Total | $ 1,200,000 | |||||||
Debt Instrument, Increase (Decrease), Net, Total | $ 1,200,000 | |||||||
Senior Secured Loan [Member] | ||||||||
Repayments of Secured Debt | $ 2,000,000 | |||||||
Cross River Initiatives LLC [Member] | ||||||||
Proceeds from Divestiture of Businesses and Interests in Affiliates, Total | $ 700,000 | |||||||
Stock Issued During Period, Shares, Acquisitions | shares | 4.4 |
Supplemental Financial Inform25
Supplemental Financial Information (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Supplemental Financial Information [Line Items] | ||
Recurring & Non recurring prepaid expenses | $ 465,998 | $ 1,387,905 |
VAT | 636,534 | 621,286 |
Inventory SIM cards | 0 | 7,045 |
Prepaid expenses and other current assets | $ 1,102,532 | $ 2,016,236 |
Supplemental Financial Inform26
Supplemental Financial Information (Details 1) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Supplemental Financial Information [Line Items] | ||
Long term deposits | $ 174,990 | $ 285,404 |
Note receivable ValidSoft sale | 1,000,000 | 0 |
Due from third parties | 0 | 188,489 |
Other Assets, Noncurrent | $ 1,174,990 | $ 473,893 |
Supplemental Financial Inform27
Supplemental Financial Information (Details 2) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Acc. Depreciation Property & Equipment | $ (18,025,481) | $ (14,723,292) |
Property and equipment, net | 10,625,429 | 13,051,375 |
Assets Held for Sales [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acc. Depreciation Property & Equipment | 0 | (772,799) |
Property and equipment, net | 0 | 1,971,302 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 211,361 | 253,782 |
Furniture and Fixtures [Member] | Assets Held for Sales [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 0 | 29,605 |
Computer, communications and network equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 23,404,783 | 22,927,827 |
Computer, communications and network equipment [Member] | Assets Held for Sales [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 0 | 63,216 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,788,664 | 3,651,222 |
Software [Member] | Assets Held for Sales [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 0 | 2,255,695 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 12,679 | 37,428 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,233,423 | 904,408 |
Construction in Progress [Member] | Assets Held for Sales [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 0 | $ 395,585 |
Supplemental Financial Inform28
Supplemental Financial Information (Details 3) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, net | $ 0 | $ 258,630 |
Assets Held for Sales [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, net | 0 | 2,593,670 |
Customer Contracts Licenses Interconnect And Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 0 | 1,016,152 |
Accumulated amortization | 0 | (757,522) |
ValidSoft IP & Technology [Member] | Assets Held for Sales [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 0 | 12,930,083 |
Accumulated amortization | $ 0 | $ (10,336,413) |
Supplemental Financial Inform29
Supplemental Financial Information (Details 4) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Goodwill [Line Items] | ||
Goodwill | $ 0 | $ 3,027,422 |
ValidSoft Ltd [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 0 | 2,659,866 |
Morodo Limited [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 0 | 177,155 |
Tenicity LLC [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 0 | $ 190,401 |
Supplemental Financial Inform30
Supplemental Financial Information (Details 5) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Supplemental Financial Information [Line Items] | ||
Accrued Selling, General & Administrative expenses | $ 3,922,699 | $ 3,648,920 |
Accrued cost of service | 352,541 | 297,370 |
Accrued taxes (including VAT) | 1,038,186 | 708,002 |
Accrued interest payable | 220,799 | 199,104 |
Other accrued expenses | 61,362 | 178,316 |
Advance subordinated short term loan | 348,147 | 0 |
Total accrued expenses | $ 5,943,734 | $ 5,031,712 |
Supplemental Financial Inform31
Supplemental Financial Information (Details 6) - 2014 10% Term Loan Agreement [Member] - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
2014 10% Term Loan (principal amount) | $ 5,618,191 | $ 6,500,000 |
Repayment Premium | 1,427,059 | 0 |
Deferred Exit Fee | 198,051 | 57,176 |
Deferred Financing Costs | (278,882) | (343,130) |
Debt Discount - Original Issue Discount | (66,643) | (132,567) |
Debt Discount - Warrants | (1,043,756) | (501,202) |
Long-term Debt, Total | $ 5,854,020 | $ 5,580,277 |
Supplemental Financial Inform32
Supplemental Financial Information (Details 7) - Convertible Debt [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | $ (2,950,200) | $ (1,275,000) |
Debt Discounts & Financing Costs | (1,230,854) | (238,829) |
Convertible Note Principal Amount, Total Amortizations | 0 | |
Debt Discounts & Financing Costs, Total Amortizations | (641,211) | |
Convertible Note Principal Amount, accelerated amortization | 270,000 | |
Debt Discounts & Financing Costs, accelerated amortization | 102,362 | |
Convertible Note Principal Amount, Early Repayment Short Term | 327,800 | |
Debt Discounts & Financing Costs, Early Repayment Short Term | 0 | |
Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (327,800) | 0 |
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 0 | |
Convertible Note Principal Amount, Early Repayment Short Term | (327,800) | |
Additional Closings [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (2,273,000) | |
Debt Discounts & Financing Costs | (453,176) | |
Additional Closings [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | 0 | |
Investor Warrants [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 1,155,873 | 543,548 |
Debt Discounts & Financing Costs, Total Amortizations | (381,865) | |
Debt Discounts & Financing Costs, accelerated amortization | (110,869) | |
Debt Discounts & Financing Costs, Early Repayment Short Term | 0 | |
Investor Warrants [Member] | Additional Closings [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 1,105,059 | |
7% Agent Warrants [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 164,617 | 86,593 |
Debt Discounts & Financing Costs, Total Amortizations | (51,238) | |
Debt Discounts & Financing Costs, accelerated amortization | (14,896) | |
Debt Discounts & Financing Costs, Early Repayment Short Term | 0 | |
7% Agent Warrants [Member] | Additional Closings [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 144,158 | |
Conversion Feature value [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 369,203 | 214,159 |
Debt Discounts & Financing Costs, Total Amortizations | (108,111) | |
Debt Discounts & Financing Costs, accelerated amortization | (33,259) | |
Debt Discounts & Financing Costs, Early Repayment Short Term | 0 | |
Conversion Feature value [Member] | Additional Closings [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 296,414 | |
Financing Costs [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 357,453 | $ 191,871 |
Debt Discounts & Financing Costs, Total Amortizations | (99,997) | |
Debt Discounts & Financing Costs, accelerated amortization | (8,614) | |
Debt Discounts & Financing Costs, Early Repayment Short Term | 0 | |
Financing Costs [Member] | Additional Closings [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | $ 274,193 |
Supplemental Financial Inform33
Supplemental Financial Information (Details 8) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
FMV Warrant Liabilities [Member] | ||
Warrant and Conversion Feature Liabilities [Line Items] | ||
FMV as of December 31, 2015 | $ 0 | |
Additional closings during 2016 | 0 | |
Mark to market adjustment Ytd-2016 | 0 | |
FMV as of Sep 30, 2016 | 0 | $ 0 |
Investor Warrants [Member] | FMV Warrant Liabilities [Member] | ||
Warrant and Conversion Feature Liabilities [Line Items] | ||
FMV as of December 31, 2015 | 93,747 | |
Additional closings during 2016 | 144,158 | |
Mark to market adjustment Ytd-2016 | (76,803) | |
FMV as of Sep 30, 2016 | 161,102 | 93,747 |
7% Agent Warrants [Member] | FMV Warrant Liabilities [Member] | ||
Warrant and Conversion Feature Liabilities [Line Items] | ||
FMV as of December 31, 2015 | 685,220 | |
Additional closings during 2016 | 2,019,079 | |
Mark to market adjustment Ytd-2016 | 24,442 | |
FMV as of Sep 30, 2016 | 2,728,741 | 685,220 |
Lender Warrants [Member] | FMV Warrant Liabilities [Member] | ||
Warrant and Conversion Feature Liabilities [Line Items] | ||
FMV as of December 31, 2015 | 591,473 | |
Additional closings during 2016 | 1,105,059 | |
Mark to market adjustment Ytd-2016 | (545,796) | |
FMV as of Sep 30, 2016 | $ 1,150,736 | $ 591,473 |
Convertible Debt [Member] | ||
Warrant and Conversion Feature Liabilities [Line Items] | ||
Debt conversion, converted instrument, warrants or options issued | 28,728,912 | 9,095,000 |
Convertible Debt [Member] | Investor Warrants [Member] | ||
Warrant and Conversion Feature Liabilities [Line Items] | ||
Debt conversion, converted instrument, warrants or options issued | 11,826,667 | 4,250,000 |
Convertible Debt [Member] | 7% Agent Warrants [Member] | ||
Warrant and Conversion Feature Liabilities [Line Items] | ||
Debt conversion, converted instrument, warrants or options issued | 1,655,733 | 595,000 |
Convertible Debt [Member] | Convertible Notes Payable [Member] | ||
Warrant and Conversion Feature Liabilities [Line Items] | ||
Debt conversion, converted instrument, warrants or options issued | 15,246,512 | 4,250,000 |
FMV Conversion Feature [Member] | ||
Warrant and Conversion Feature Liabilities [Line Items] | ||
FMV as of December 31, 2015 | $ 0 | |
Additional closings during 2016 | 0 | |
Mark to market adjustment Ytd-2016 | 0 | |
FMV as of Sep 30, 2016 | 0 | $ 0 |
FMV Conversion Feature [Member] | FMV Warrant Liabilities [Member] | ||
Warrant and Conversion Feature Liabilities [Line Items] | ||
FMV as of December 31, 2015 | 945,618 | |
Additional closings during 2016 | 2,315,493 | |
Mark to market adjustment Ytd-2016 | 75,966 | |
FMV as of Sep 30, 2016 | 3,337,077 | 945,618 |
FMV Conversion Feature [Member] | Lender Warrants [Member] | ||
Warrant and Conversion Feature Liabilities [Line Items] | ||
FMV as of December 31, 2015 | 0 | |
Additional closings during 2016 | 769,862 | |
Mark to market adjustment Ytd-2016 | 647,041 | |
FMV as of Sep 30, 2016 | 1,416,903 | 0 |
FMV Conversion Feature [Member] | Preferred A Shares - Investors [Member] | ||
Warrant and Conversion Feature Liabilities [Line Items] | ||
FMV as of December 31, 2015 | 260,398 | |
Additional closings during 2016 | 296,414 | |
Mark to market adjustment Ytd-2016 | 51,524 | |
FMV as of Sep 30, 2016 | 608,336 | 260,398 |
FMV Conversion Feature [Member] | 9% Convertible Note - Investors | ||
Warrant and Conversion Feature Liabilities [Line Items] | ||
FMV as of December 31, 2015 | 260,398 | |
Additional closings during 2016 | 296,414 | |
Mark to market adjustment Ytd-2016 | 51,524 | |
FMV as of Sep 30, 2016 | $ 608,336 | $ 260,398 |
Supplemental Financial Inform34
Supplemental Financial Information (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 10.00% | ||
Debt Instrument, Unamortized Discount | $ 125,511 | ||
Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves, Accretion of Discount | $ 94,979 | ||
Unsecured Subordinated Convertible Promissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | |
Unsecured Convertible Proimissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | $ 0.215 | |
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | $ 0.30 | |
2014 10% Term Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 10.00% | 10.00% | |
FMV Warrant Liabilities [Member] | |||
Debt Instrument [Line Items] | |||
Fair Value Adjustment, Change in Exercise Price | $ 220,490 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative Liabilities | ||
Derivative Liability | $ 3,337,077 | $ 945,618 |
Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 608,336 | 260,398 |
Warrant [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 2,728,741 | 685,220 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 3,337,077 | 945,618 |
Fair Value, Inputs, Level 3 [Member] | Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 608,336 | 260,398 |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||
Derivative Liabilities | ||
Derivative Liability | $ 2,728,741 | $ 685,220 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 40,395,398 | 29,628,865 | |
Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 40,395,398 | 29,610,206 | |
Warrants - Other [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 0 | 18,659 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.21 | ||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2016 | ||
Maximum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.215 | $ 0.45 | |
Maximum [Member] | Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.95 | ||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2021 | ||
Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | $ 0.30 | |
Minimum [Member] | Warrants - Fundraising [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.13 | ||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2013 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Nov. 17, 2014 | |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||
Common Stock, Shares, Issued | 171,151,073 | 161,376,387 | ||
Common Stock, Shares, Outstanding | 171,151,073 | 161,376,387 | ||
Stock Issued During Period, Shares, Period Increase (Decrease) | 9,774,686 | |||
Number Of Common Stock Shares Issued Upon Exercise Of Warrants | 5,116,791 | |||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 | ||
Preferred Stock, Shares Outstanding | 149 | 0 | ||
Number Of Shares Issued According To Stock Transfer Agent | 171,396,973 | 161,622,287 | ||
Shares Issued Difference | 245,900 | |||
Unreturned Shares From Cancelled Acquisitions | 233,900 | |||
Shares Issued Under Employee Benefits Plan Treasury Shares | 12,000 | |||
Class of Warrant or Right, Outstanding | 40,395,398 | 29,628,865 | ||
Stock Issued During Period, Shares, New Issues | 4,157,895 | |||
Debt Instrument, Basis Spread on Variable Rate | 10.00% | |||
Preferred Stock, Shares Issued | 149 | 0 | ||
Selling Commission,Percentage | 8.00% | |||
Preferred Stock, Value, Issued | $ 1,360,571 | $ 0 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | 1,490,000 | $ 0 | ||
Legal Fees | $ 129,429 | |||
Corbin Mezzanine Fund ILP [Member] | ||||
Class of Warrant or Right, Outstanding | 20,000,000 | |||
Equity Method Investment, Ownership Percentage | 10.00% | |||
Investors [Member] | ||||
Class of Warrant or Right, Outstanding | 40,395,398 | 29,628,865 | ||
Issuance Of Warrant Liabilities | $ 2,728,741 | $ 685,220 | ||
Common Stock [Member] | ||||
Common Stock, Shares, Outstanding | 171,151,073 | |||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 500,000 | |||
Debt Instrument, Basis Spread on Variable Rate | 10.00% | |||
Warrant [Member] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0 | |||
Preferred Stock [Member] | ||||
Preferred Stock, Shares Outstanding | 149 | |||
Preferred Stock, Shares Issued | 149 |
Amended and Restated 2008 Lon38
Amended and Restated 2008 Long Term Incentive Compensation Plan (Details) - Employee Stock Option [Member] | 9 Months Ended |
Sep. 30, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total Authorized under the plan | 56,000,000 |
Shares issued in prior years | 6,999,864 |
Shares issued during 2016 | 4,716,791 |
Options exercised during 2016 | 0 |
Outstanding options | 18,390,074 |
Available for grant at September 30, 2016: | 25,893,271 |
Amended and Restated 2008 Lon39
Amended and Restated 2008 Long Term Incentive Compensation Plan (Details 1) - 2008 Long-Term Incentive Plan [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding | shares | 35,864,077 |
Number of Options, Granted | shares | 0 |
Number of Options, Exercised (with delivery of shares) | shares | 0 |
Number of Options, Forfeitures (Pre-vesting) | shares | (4,983,402) |
Number of Options, Expirations (Post-vesting) | shares | (12,490,601) |
Number of Options, Exchanged for Cashless exercise | shares | 0 |
Number of Options, Outstanding | shares | 18,390,074 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 1.15 |
Weighted Average Exercise Price, Granted (in dollars per share) | $ / shares | 0 |
Weighted Average Exercise Price, Exercised (with delivery of shares) (in dollars per share) | $ / shares | 0 |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) (in dollars per share) | $ / shares | 0.97 |
Weighted Average Exercise Price, Expirations (Post-vesting) (in dollars per share) | $ / shares | 1.51 |
Weighted Average Exercise Price, Exchanged for Cashless exercise | $ / shares | 0 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 0.52 |
Amended and Restated 2008 Lon40
Amended and Restated 2008 Long Term Incentive Compensation Plan (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 4,157,895 | ||
Severance and Independent Contractor Agreement [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 600,000 | ||
2008 Long-Term Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 591,849 | $ 5,056,060 | |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 2,716,791 | ||
Special Award Program [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 2,000,000 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Line Items] | ||||
Provision for income taxes | $ 8,450 | $ 6,964 | $ 27,557 | $ 49,922 |
Significant Customer and Geog42
Significant Customer and Geographical Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Geographic Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of revenues | 100.00% | 100.00% | 100.00% | 100.00% |
Revenue Concentration [Member] | Geographic Concentration Risk [Member] | Europe [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of revenues | 92.50% | 95.70% | 92.00% | 35.30% |
Revenue Concentration [Member] | Geographic Concentration Risk [Member] | All other (non-European) countries [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of revenues | 7.50% | 4.30% | 8.00% | 64.70% |
Revenue Concentration [Member] | Two Largest Customers [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of revenues | 88.90% | 87.90% | 87.00% | 82.60% |
Preferred Stock (Details Textua
Preferred Stock (Details Textual) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Placement Agent Cash fee on Gross Proceeds Percentage | 8.00% | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |
Stock Issued During Period, Shares, New Issues | 4,157,895 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 1,490,000 | $ 0 | |
Series A Preferred Stock [Member] | Private Placement [Member] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | ||
Stock Issued During Period, Shares, New Issues | 149 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 1,490,000 | ||
Series A Preferred Stock [Member] | Private Placement [Member] | Minimum [Member] | |||
Preferred Stock Conventible On the Basis Common Stock Issued And Outstanding Share Percentage | 0.04% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Oct. 28, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Subsequent Event [Line Items] | ||||
Preferred Stock, Shares Issued | 149 | 0 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 1,490,000 | $ 0 | ||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred Stock, Shares Issued | 33 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | |||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 330,000 | |||
Convertible Preferred Stock, Settlement Terms | 0.04 |