Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 15, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 | 12,940,820 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,409,077 | $ 931,189 |
Restricted cash | 669,730 | 564,018 |
Accounts receivable, net of an allowance for doubtful accounts of $92,979 at March 31, 2017 and $88,528 at December 31, 2016 | 616,688 | 614,670 |
Prepaid expenses and other current assets | 1,162,226 | 1,084,994 |
Total current assets | 3,857,721 | 3,194,871 |
NON-CURRENT ASSETS | ||
OTHER ASSETS | 130,865 | 129,037 |
NOTE RECEIVABLE | 1,019,240 | 1,012,603 |
PROPERTY AND EQUIPMENT, NET | 8,093,252 | 8,708,778 |
TOTAL ASSETS | 13,101,078 | 13,045,289 |
CURRENT LIABILITIES | ||
Accounts payable and customer deposits | 2,679,588 | 2,316,768 |
Obligations under capital leases (current portion) | 0 | 10,813 |
Deferred revenue | 180,027 | 0 |
Net billings in excess of revenues | 872,616 | 951,791 |
Accrued expenses and other payables | 5,589,262 | 6,013,620 |
Senior Secured Loan - Short Term | 3,250,000 | 4,000,000 |
Total current liabilities | 12,571,493 | 13,292,992 |
LONG TERM LIABILITIES | ||
Derivative liabilities | 0 | 4,265,829 |
Other long term liabilities | 180,868 | 192,980 |
Unsecured Convertible Promissory Note (net of Debt Discount and Debt Issuance) | 61,514 | 821,048 |
Senior Secured Loan - Long Term (net of Debt Discount, and Debt Issuance) | 3,494,287 | 3,715,662 |
Non-current portion of net billings in excess of revenues | 30,202 | 121,309 |
Total long term liabilities | 3,766,871 | 9,116,828 |
Total liabilities | 16,338,364 | 22,409,820 |
Commitments and Contingencies (See Notes) | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock $0.00001 par value, 50,000,000 shares authorized, 58 and 249 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 384,503 | 2,143,196 |
Common Stock $0.00001 par value, 500,000,000 shares authorized, 12,759,149 and 8,376,267 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 289,865,307 | 280,653,362 |
Accumulated other comprehensive loss | (5,113,722) | (5,086,902) |
Accumulated deficit | (288,373,374) | (287,080,234) |
Pareteum Corporation stockholders’ deficit | (3,237,286) | (9,370,578) |
NON-CONTROLLING INTEREST | 0 | 6,047 |
Total stockholders' deficit | (3,237,286) | (9,364,531) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 13,101,078 | $ 13,045,289 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Allowance for Doubtful Accounts Receivable, Current | $ 92,979 | $ 88,528 |
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 | 58 | 249 |
Preferred Stock, Shares Outstanding | 58 | 249 |
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 | 12,759,149 | 8,376,267 |
Common Stock, Shares, Outstanding | 12,759,149 | 8,376,267 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
REVENUES | $ 2,794,943 | $ 3,273,546 |
COST AND OPERATING EXPENSES | ||
Cost of service (excluding depreciation and amortization) | 841,903 | 1,125,700 |
Product development | 284,694 | 1,290,001 |
Sales and marketing | 319,487 | 541,941 |
General and administrative | 2,365,388 | 2,855,919 |
Restructuring charges | 129,229 | 637,777 |
Depreciation and amortization of fixed and intangibles assets | 843,783 | 1,097,604 |
Total cost and operating expenses | 4,784,484 | 7,548,942 |
LOSS FROM OPERATIONS | (1,989,541) | (4,275,396) |
OTHER INCOME (EXPENSE) | ||
Interest income | 39,136 | 25,936 |
Interest expense | (517,143) | (306,299) |
Interest expense related to debt discount and conversion feature | (1,049,236) | (351,799) |
Amortization of deferred financing costs | (196,113) | (136,929) |
Changes in derivative liabilities | 1,920,881 | 518,986 |
Gain on Extinguishment of Debt | 463,345 | 0 |
Other income, net | 36,818 | 221,640 |
Total other income (expense) | 697,688 | (28,465) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (1,291,853) | (4,303,861) |
Provision for income taxes | 1,287 | 9,929 |
NET LOSS | (1,293,140) | (4,313,790) |
OTHER COMPREHENSIVE LOSS | ||
Foreign currency translation (loss) gain | (26,820) | 341,214 |
COMPREHENSIVE LOSS | $ (1,319,960) | $ (3,972,576) |
Net loss per common share and equivalents - basic | $ (0.14) | $ (0.66) |
Net loss per common share and equivalents - diluted | $ (0.14) | $ (0.66) |
Weighted average shares outstanding during the period - basic | 9,322,228 | 6,515,719 |
Weighted average shares outstanding during the period - diluted | 9,322,228 | 6,515,719 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,293,140) | $ (4,313,790) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 843,783 | 1,097,604 |
Provision for doubtful accounts | 4,451 | 0 |
Stock based compensation | 818,286 | 944,024 |
Change in fair value of warrant liability | (1,920,881) | (518,986) |
Amortization of deferred financing costs | 196,113 | 136,929 |
Interest expense relating to debt discount and conversion feature | 1,049,236 | 351,799 |
Other income and (expense), net | (36,818) | (221,640) |
(Gain) on Extinguishment of Debt | (463,345) | 0 |
Changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 4,343 | 35,624 |
(Increase) decrease in prepaid expenses, deposits and other assets | (209,030) | 63,095 |
Increase in accounts payable and customer deposits | 370,494 | 571,047 |
Decrease in Net billings in excess of revenues and deferred revenue | (6,755) | (136,050) |
(Decrease) increase in accrued expenses and other payables | (594,793) | 78,570 |
Net cash used in operating activities | (1,238,056) | (1,911,774) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (30,924) | (765,955) |
Advance Purchase Payment on “Assets held for Sale” | 0 | 450,000 |
Net cash used in investing activities | (30,924) | (315,955) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Financing receivable | 0 | 355,000 |
Equity and Debt issuance costs paid | 0 | (360,249) |
Principal payment on 2014 10% + libor 3rd Part Loan | 0 | (85,000) |
Proceeds from 9% Unsecured Subordinated Convertible Promissory Note | 0 | 2,273,000 |
Financing related fees | (368,726) | 0 |
Gross Proceeds from public offering | 3,500,000 | 0 |
Principal repayment Senior Secured Loan | (1,500,000) | 0 |
Net cash provided by financing activities | 1,631,274 | 2,182,751 |
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 221,306 | 85,339 |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 583,600 | 40,361 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 1,495,207 | 615,401 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | 2,078,807 | 655,762 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 319,328 | 233,864 |
Cash paid during the period for income taxes | 0 | 0 |
Conversions of notes include accelerated amortization | 801,549 | 0 |
Amendments to warrants and convertible notes | 2,344,948 | 0 |
Conversions of convertible notes | $ 774,424 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Unsecured Subordinated Convertible Promissory Note [Member] | ||
Interest Rate Percentage | 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 | 3 Months Ended |
Mar. 31, 2017 | |
Financial Condition [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 1. Financial Condition As reflected in the accompanying consolidated financial statements, the Company reported net (loss) of $ (1,293,140) (288,373,374) The Company’s financial statements through March 31, 2017 were materially impacted by several events: · The restructuring of Atalaya debt on March 6, 2017 and May 1, 2017; · a 25-1 reverse stock split; · the conversion of derivative debt; and · a capital raise. Atalaya Debt Restructuring On March 6, 2017, Elephant Talk Europe Holding B.V., an entity organized under the laws of the Netherlands (the “Borrower”), a wholly owned subsidiary of Pareteum Corporation (the “Company”), as Borrower, the Company, Pareteum North America Corp., a Delaware corporation, Corbin Mezzanine Fund I, L.P. (“Lender”) and Atalaya Administrative LLC, a New York limited liability company, as administrative agent and collateral agent for the Lender, entered into an Agreement (the “Agreement”) to amend certain terms of the credit agreement among the parties, dated November 17, 2014, as has been amended from time to time (as so amended, the “Amended and Restated Agreement”). On March 31, 2017, the relevant parties entered into the formal amendment to the Amended and Restated Agreement (the “Amendment”). Capitalized terms used herein but not otherwise defined shall have the meaning as set forth in the Amended and Restated Credit Agreement. Pursuant to the Amendment, (i) the Maturity Date was extended to December 31, 2018; (ii) the amortization schedule was amended as follows: Q1-2017: $ 1,500,000 1,500,000 500,000 500,000 750,000 750,000 750,000 1,229,100 216,900 On May 2, 2017, Elephant Talk Europe Holding B.V., an entity organized under the laws of the Netherlands (the “Borrower”), a wholly owned subsidiary of Pareteum Corporation (the “Company”), as Borrower, the Company, Pareteum North America Corp., a Delaware corporation, Corbin Mezzanine Fund I, L.P. (“Lender”) and Atalaya Administrative LLC (“Atalaya”), a New York limited liability company, as administrative agent and collateral agent for the Lender, executed a Term Sheet (the “Term Sheet”) to amend certain terms of that credit agreement among the parties, as amended via the Amended & Restated Credit Agreement dated December 27, 2016, and further amended on March 6, 2017. Under the terms of the executed Term Sheet, the parties have agreed, among other items, to reduce the quarterly principal amortization payment amounts and confirmed the maturity date of December 31, 2018. Further, the parties agreed on a revised repayment schedule, which reduces the principal repayments to $250,000 for the second and third quarters of 2017 and $500,000 for the fourth quarter of 2017. The quarterly principal repayments for 2018 have also been materially reduced from $750,000 per quarter to $500,000 per quarter with a final payment due by December 31, 2018. Additionally, the parties also agreed that the two warrants previously issued under prior amendments will be revised to (a) adjust the exercise price to the lesser of $1.305 per share or a 15% discount to the average of the past five days closing price of the Company’s common stock and (b) increase the aggregate amount of shares of common stock underlying the Warrants by 613,805 shares or such number as required to bring the Lender and Atalaya’s fully diluted percentage ownership of the Company’s outstanding equity to 11.65%, calculated as of April 28, 2017. Reverse Stock Split We received a deficiency letter from the NYSE MKT on December 6, 2016, indicating that our securities had been selling for a low price per share for a substantial period of time and, pursuant to Section 1003(f)(v) of the NYSE MKT Company Guide (the “Company Guide”), our continued listing on the NYSE MKT was predicated on our effecting a reverse split and other requirements or otherwise demonstrating sustained price improvement. This notice was in addition to a prior notice we received from NYSE MKT on May 26, 2016, as previously disclosed on a Current Report on Form 8-K we filed on June 2, 2016. The NYSE MKT indicated that we had an additional six months, or until June 6, 2017, to gain compliance with Section 1003(f)(v) of the Company Guide. On February 27, 2017, we completed a 1-for-25 reverse split of our issued and outstanding common stock. Conversion of Unsecured Convertible Promissory Note and Modification of Derivative Securities On March 30, 2017, Pareteum Corporation (the “Company”) entered into an agreement (the “Agreement”) with Saffelberg Investments NV (the “Holder”) pursuant to which the Company and the Holder amended the terms of, redeemed or effected conversion, as the case may be, of certain convertible promissory notes (the “Note(s)”) and warrants (the “Warrant(s)”) previously issued by the Company to the Holder. Pursuant to the Agreement, the Company and the Holder agreed to modify certain terms of the Notes whereby (i) the principal amount of one Note, in the initial amount of $ 723,900 10 530,860 0.00001 350,000 59,304 Conversion of Preferred Shares On March 7, 2017, Pareteum Corporation (the “Company”) received conversion notices from holders of an aggregate of $ 1,150,000 115 0.00001 1.305 13 1.87 Joseph Gunnar & Co., LLC - Public Offering On March 10, 2017, Pareteum Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Joseph Gunnar & Co., LLC (the “Underwriter”), relating to the issuance and sale of 2,333,334 0.00001 1.50 1,166,667 1.87 1.3949 3.5 350,000 175,000 109,133 Based on our current expectations with respect to our revenue and expenses, we expect that our current level of cash and cash equivalents could be sufficient to meet our liquidity needs for the next twelve months. If our revenues do not grow as expected and if we are not able to manage expenses sufficiently, including required payments pursuant to the terms of the senior secured debt, we may be required to obtain additional equity or debt financing. Although we have previously been able to attract financing as needed, such financing may not continue to be available at all, or if available, on reasonable terms as required. Further, the terms of such financing may be dilutive to existing shareholders or otherwise on terms not favorable to us or existing shareholders. If we are unable to secure additional financing, as circumstances require, or do not succeed in meeting our sales objectives, we may be required to change or significantly reduce our operations or ultimately may not be able to continue our operations. As a result of our historical net losses and cash flow deficits, and net capital deficiency, these conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Description of Business, Basis
Description of Business, Basis of Presentation and Use of Estimates | 3 Months Ended |
Mar. 31, 2017 | |
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 Pareteum has developed a Communications Cloud Services Platform, providing (i) Mobility, (ii) Messaging and (iii) Security services and applications, with a Single-Sign-On, API and software development suite. The Pareteum platform hosts integrated IT/Back Office and Core Network functionality for mobile network operators, and for enterprises implement and leverage mobile communications solutions on a fully outsourced SaaS, PaaS and/or IaaS basis: made available either as an on-premise solution or as a fully hosted service in the Cloud depending on the needs of our customers. Pareteum also delivers an Operational Support System (“OSS”) for channel partners, with Application Program Interfaces (“APIs”) for integration with third party systems, workflows for complex application orchestration, customer support with branded portals and plug-ins for a multitude of other applications. These features facilitate and improve the ability of our channel partners to provide support and to drive sales. 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, 2016, included in our 2016 Annual Report on Form 10-K filed with the SEC on March 29, 2017, referred to as our 2016 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 months ended March 31, 2017 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 2016 Annual Report. There have been no material changes to our significant accounting policies during the three months ended March 31, 2017. 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 November 2016, the FASB issued Accounting Standards Update 2016-18, “Statement of Cashflows Restricted Cash a consensus of the FASB Emerging Issues Task Force”. This standard requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement of cash flows under a retrospective transition approach. The guidance will become effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company has adopted ASU 2016-18. |
Supplemental Financial Informat
Supplemental Financial Information | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, December 31, 2017 2016 Prepaid expenses $ 521,795 $ 492,549 VAT 640,431 592,445 $ 1,162,226 $ 1,084,994 Property and equipment March 31, December 31, 2017 2016 Furniture & fixtures $ 157,547 $ 155,197 Computer, communications and network equipment 19,600,778 19,079,117 Software 3,260,637 3,209,318 Automobiles 12,081 11,897 Construction in progress 799,009 786,897 Acc. Depreciation Property & Equipment (15,736,800) (14,533,648) $ 8,093,252 $ 8,708,778 Accrued expenses and other payables March 31, December 31, 2017 2016 Accrued Selling, General & Administrative expenses $ 4,533,350 $ 4,955,959 Accrued cost of service 373,048 394,496 Accrued taxes (including VAT) 104,107 127,434 Accrued interest payable 139,232 132,632 Other accrued expenses 439,525 403,099 $ 5,589,262 $ 6,013,620 Conversions (during Regular 2017) Closing(s) Amortizations including Breakdown of the Unsecured Convertible Promissory Outstanding during (during accelerated December Notes (net of debt discounts) March 31, 2017 2017 2017) amortization 31, 2016 9% Unsecured Convertible Note (Private Offering Q4- 2015 Q1-2016 $ (61,514) $ - $ (22,699) $ 281,914 $ (320,729) 9% Saffelberg Note (Unsecured Convertible) - - (19,316) 519,635 (500,319) $ (61,514) $ - $ (42,015) $ 801,549 $ (821,048) Additional Mark to FMV as FMV as of closings Agreement market of Fair Market Value Warrants & March during Amendments/ adjustment December Conversion Feature 31, 2017 2017 Conversions Ytd-2017 31, 2016 9% Saffelberg Note (Unsecured Convertible) $ - $ - $ (400,631) $ (37,817) $ 438,448 FMV Conversion Feature - - (400,631) (37,817) 438,448 Lender Warrants - - (1,610,060) (1,752,223) 3,362,283 9% Saffelberg Note Warrants - - (70,826) (117,388) 188,214 7% Agent Warrants - - (121,200) - 121,200 8% Agent Warrants - - (142,231) (13,453) 155,684 FMV Warrant Liabilities - - (1,944,317) (1,883,064) 3,827,381 Total $ - $ - $ (2,344,948) $ (1,920,881) $ 4,265,829 Change in Fair Value of Conversion Feature During the first quarter of 2017, the Company negotiated with all parties having a derivative instrument with conversion feature to eliminate any condition responsible for the need of derivative accounting. This resulted in the calculation of the fair value as per the agreement date of the elimination of such feature and the subsequent accounting for the allocation of the remaining liability value towards extinguishment of debt and change in fair value of the conversion feature. Number of underlying shares for Agreement Amendments / Warrants & Conversion Feature Outstanding March 31, 2017 Additional Closings during 2017 Interest effects Exercises / Conversions Outstanding December 31, 2016 9% Convertible Note - Investors 61,116 - 92,013 (243,564) 212,667 9% Convertible Note - Other Investor - - 396,181 (530,860) 134,679 Underlying shares relating to outstanding Conversion Features 61,116 - 488,194 (774,424) 347,346 13%+Eurodollar Senior Secured 1,446,000 - 172,982 - 1,273,018 2017 Registered Public Offering 1,166,667 1,166,667 - - - Investor Management Services 710,000 710,000 - - - 9% Convertible Note Warrants 520,373 - - - 520,373 2013 Convertible Notes 180,000 - - - 180,000 Other 9% Convertible Note Warrants 106,172 - 9,652 - 96,520 2017 Registered Public Offering Agent Warrants 641,667 641,667 - - - 9% Convertible Note 7% Agent Warrants 66,229 - - - 66,229 Preferred Share Conversion Warrants 475,096 - 475,096 - - Preferred Share issuance 8% Agent Warrants 38,827 - (29,618) - 68,445 Underlying shares relating to outstanding Warrants 5,351,031 2,518,334 628,112 - 2,204,585 Total 5,412,147 2,518,334 1,116,306 (774,424) 2,551,931 2016 13% + Eurodollar Senior Secured Credit Agreement (Refinancing of 2014 10% + Eurodollar Loan) (Maturing December 2018, March 31, December 31, including provisional extensions) 2017 2016 2016 13% + Eurodollar Senior Secured Credit Agreement (principal) $ 8,581,836 $ 10,081,836 Debt Discount - 10% Warrants & Free Warrant shares (314,891) (422,202) Debt Discount 2017 Warrants for Corbin & Atalaya (58,997) - Debt Discount - Original Issue Discount (4,913) (6,596) Deferred Financing Costs (122,820) (164,731) Debt Discount - Repayment Premium (1,335,928) (1,772,645) $ 6,744,287 $ 7,715,662 Change in Fair Value of Warrant Liabilities During the first quarter of 2017, the Company negotiated with all parties having a derivative warrant to eliminate any condition (mainly caused by anti-dilution protection conditions) responsible for the need of the subsequent derivative accounting. This resulted in the calculation of the fair value as per the agreement date of the elimination of such condition and the subsequent accounting for the allocation of the remaining liability value towards change in fair value of the warrant liability. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 4. Fair Value Measurements In accordance with Accounting Standards Update 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. December 31, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 438,448 $ 438,448 Warrant Liabilities - - 3,827,381 3,827,381 Total Derivatives Liabilities $ - $ - $ 4,265,829 $ 4,265,829 The Company used the Monte Carlo valuation model to determine the value of the outstanding warrants and conversion feature from the “Offering”. Since the Monte Carlo valuation model requires special software and expertise to model the assumptions to be used, the Company hired a third party valuation expert. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
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 12,759,149 4,382,882 March 31, 2017 867,992 530,860 Reconciliation with Stock Transfer Agent Records: The shares issued and outstanding as of March 31, 2017 and December 31, 2016 according to the Company’s stock transfer agent’s records were 12,768,985 and 8,386,103 12,759,149 9,836 9,356 480 (B) Preferred Stock The Company’s Certificate of Incorporation authorizes the issuance of 50,000,000 0.00001 58 191 On March 7, 2017, the Company received conversion notices from holders of an aggregate of $ 1,950,000 195 0.00001 13 1.50 1.305 1,463,601 For the three month period ended March 31, 2017, the Company did not issue any additional shares of Preferred Stock, and 58 (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 March 31, 2017 (unaudited) and December 31, 2016 have been recorded and classified as equity is 5,351,031 2,204,651 0 1,504,278 1.67 Exercise/ Conversion Outstanding Warrants price(s) (range) Expiring March 31, 2017 December 31, 2016 Equity Warrants - Fundraising $1.305 - $5.375 2017 - 2023 5,351,031 700,373 Liability Warrants - Fundraising $3.25 - $11.25 2019 - 2021 - 1,504,278 5,351,031 2,204,651 |
Amended and Restated 2008 Long
Amended and Restated 2008 Long Term Incentive Compensation Plan | 3 Months Ended |
Mar. 31, 2017 | |
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 2,240,000 Shares issued in prior years 621,261 Shares issued during 2017 296,414 Options exercised during 2017 - Outstanding options 1,179,520 Available for grant at March 31, 2017: 142,805 During the first quarter of 2017, the Company issued 282,142 14,272 Options: Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2016 1,040,211 $ 13.35 Granted in 2017 199,700 $ 2.16 Forfeitures (Pre-vesting) (609) $ 20.46 Expirations (Post-vesting) (59,782) $ 33.21 Outstanding as of March 31, 2017 1,179,520 $ 10.45 At March 31, 2017, the unrecognized expense portion of stock-based awards granted to employees under the 2008 Plan was $ 1,332,127 1,651,460 |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 7. Income taxes Income Taxes The following table presents details of the net provision for income taxes: March 31, 2017 2016 Net Provision for income taxes $ 1,287 $ 9,929 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 | 3 Months Ended |
Mar. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 8. Significant Customer and Geographical Information Sales to our significant customers, as a percentage of net revenue were as follows: Three Months Ended March 31 2017 2016 Two largest customers 97.0 % 86.1 % The geographical distribution of our revenue, as a percentage of revenue, was as follows: Three Months Ended March 31 2017 2016 Europe 97.1 % 91.4 % All other (non-European) countries 2.9 8.6 100.0 % 100.0 % |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 9. Subsequent Events On May 2, 2017, Elephant Talk Europe Holding B.V., an entity organized under the laws of the Netherlands (the “Borrower”), a wholly owned subsidiary of Pareteum Corporation (the “Company”), as Borrower, the Company, Pareteum North America Corp., a Delaware corporation, Corbin Mezzanine Fund I, L.P. (“Lender”) and Atalaya Administrative LLC (“Atalaya”), a New York limited liability company, as administrative agent and collateral agent for the Lender, executed a Term Sheet (the “Term Sheet”) to amend certain terms of that credit agreement among the parties, as amended via the Amended & Restated Credit Agreement dated December 27, 2016, and further amended on March 6, 2017. Under the terms of the executed Term Sheet, the parties have agreed, among other items, to reduce the quarterly principal amortization payment amounts and confirmed the maturity date of December 31, 2018. Further, the parties agreed on a revised repayment schedule, which reduces the principal repayments to $250,000 for the second and third quarters of 2017 and $500,000 for the fourth quarter of 2017. The quarterly principal repayments for 2018 have also been materially reduced from $750,000 per quarter to $500,000 per quarter with a final payment due by December 31, 2018. Additionally, the parties also agreed that the two warrants previously issued under prior amendments will be revised to (a) adjust the exercise price to the lesser of $1.305 per share or a 15% discount to the average of the past five days closing price of the Company’s common stock and (b) increase the aggregate amount of shares of common stock underlying the Warrants by 613,805 shares or such number as required to bring the Lender and Atalaya’s fully diluted percentage ownership of the Company’s outstanding equity to 11.65%, calculated as of April 28, 2017. |
Description of Business, Basi16
Description of Business, Basis of Presentation and Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Policy [Policy Text Block] | Business overview Pareteum has developed a Communications Cloud Services Platform, providing (i) Mobility, (ii) Messaging and (iii) Security services and applications, with a Single-Sign-On, API and software development suite. The Pareteum platform hosts integrated IT/Back Office and Core Network functionality for mobile network operators, and for enterprises implement and leverage mobile communications solutions on a fully outsourced SaaS, PaaS and/or IaaS basis: made available either as an on-premise solution or as a fully hosted service in the Cloud depending on the needs of our customers. Pareteum also delivers an Operational Support System (“OSS”) for channel partners, with Application Program Interfaces (“APIs”) for integration with third party systems, workflows for complex application orchestration, customer support with branded portals and plug-ins for a multitude of other applications. These features facilitate and improve the ability of our channel partners to provide support and to drive sales. |
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, 2016, included in our 2016 Annual Report on Form 10-K filed with the SEC on March 29, 2017, referred to as our 2016 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 months ended March 31, 2017 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 2016 Annual Report. There have been no material changes to our significant accounting policies during the three months ended March 31, 2017. |
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 Standards In November 2016, the FASB issued Accounting Standards Update 2016-18, “Statement of Cashflows Restricted Cash a consensus of the FASB Emerging Issues Task Force”. This standard requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement of cash flows under a retrospective transition approach. The guidance will become effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company has adopted ASU 2016-18. |
Supplemental Financial Inform17
Supplemental Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Supplemental Financial Information [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses and other current assets March 31, December 31, 2017 2016 Prepaid expenses $ 521,795 $ 492,549 VAT 640,431 592,445 $ 1,162,226 $ 1,084,994 |
Property, Plant and Equipment [Table Text Block] | Property and equipment March 31, December 31, 2017 2016 Furniture & fixtures $ 157,547 $ 155,197 Computer, communications and network equipment 19,600,778 19,079,117 Software 3,260,637 3,209,318 Automobiles 12,081 11,897 Construction in progress 799,009 786,897 Acc. Depreciation Property & Equipment (15,736,800) (14,533,648) $ 8,093,252 $ 8,708,778 |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses and other payables March 31, December 31, 2017 2016 Accrued Selling, General & Administrative expenses $ 4,533,350 $ 4,955,959 Accrued cost of service 373,048 394,496 Accrued taxes (including VAT) 104,107 127,434 Accrued interest payable 139,232 132,632 Other accrued expenses 439,525 403,099 $ 5,589,262 $ 6,013,620 |
Convertible Debt [Table Text Block] | Conversions (during Regular 2017) Closing(s) Amortizations including Breakdown of the Unsecured Convertible Promissory Outstanding during (during accelerated December Notes (net of debt discounts) March 31, 2017 2017 2017) amortization 31, 2016 9% Unsecured Convertible Note (Private Offering Q4- 2015 Q1-2016 $ (61,514) $ - $ (22,699) $ 281,914 $ (320,729) 9% Saffelberg Note (Unsecured Convertible) - - (19,316) 519,635 (500,319) $ (61,514) $ - $ (42,015) $ 801,549 $ (821,048) |
Schedule of Warrant And Conversion Feature Liabilities [Table Text Block] | Additional Mark to FMV as FMV as of closings Agreement market of Fair Market Value Warrants & March during Amendments/ adjustment December Conversion Feature 31, 2017 2017 Conversions Ytd-2017 31, 2016 9% Saffelberg Note (Unsecured Convertible) $ - $ - $ (400,631) $ (37,817) $ 438,448 FMV Conversion Feature - - (400,631) (37,817) 438,448 Lender Warrants - - (1,610,060) (1,752,223) 3,362,283 9% Saffelberg Note Warrants - - (70,826) (117,388) 188,214 7% Agent Warrants - - (121,200) - 121,200 8% Agent Warrants - - (142,231) (13,453) 155,684 FMV Warrant Liabilities - - (1,944,317) (1,883,064) 3,827,381 Total $ - $ - $ (2,344,948) $ (1,920,881) $ 4,265,829 |
Summary of Warrants and Debt Conversion Feature [Table Text Block] | Number of underlying shares for Agreement Amendments / Warrants & Conversion Feature Outstanding March 31, 2017 Additional Closings during 2017 Interest effects Exercises / Conversions Outstanding December 31, 2016 9% Convertible Note - Investors 61,116 - 92,013 (243,564) 212,667 9% Convertible Note - Other Investor - - 396,181 (530,860) 134,679 Underlying shares relating to outstanding Conversion Features 61,116 - 488,194 (774,424) 347,346 13%+Eurodollar Senior Secured 1,446,000 - 172,982 - 1,273,018 2017 Registered Public Offering 1,166,667 1,166,667 - - - Investor Management Services 710,000 710,000 - - - 9% Convertible Note Warrants 520,373 - - - 520,373 2013 Convertible Notes 180,000 - - - 180,000 Other 9% Convertible Note Warrants 106,172 - 9,652 - 96,520 2017 Registered Public Offering Agent Warrants 641,667 641,667 - - - 9% Convertible Note 7% Agent Warrants 66,229 - - - 66,229 Preferred Share Conversion Warrants 475,096 - 475,096 - - Preferred Share issuance 8% Agent Warrants 38,827 - (29,618) - 68,445 Underlying shares relating to outstanding Warrants 5,351,031 2,518,334 628,112 - 2,204,585 Total 5,412,147 2,518,334 1,116,306 (774,424) 2,551,931 |
Schedule of Long-term Debt Instruments [Table Text Block] | 2016 13% + Eurodollar Senior Secured Credit Agreement (Refinancing of 2014 10% + Eurodollar Loan) (Maturing December 2018, March 31, December 31, including provisional extensions) 2017 2016 2016 13% + Eurodollar Senior Secured Credit Agreement (principal) $ 8,581,836 $ 10,081,836 Debt Discount - 10% Warrants & Free Warrant shares (314,891) (422,202) Debt Discount 2017 Warrants for Corbin & Atalaya (58,997) - Debt Discount - Original Issue Discount (4,913) (6,596) Deferred Financing Costs (122,820) (164,731) Debt Discount - Repayment Premium (1,335,928) (1,772,645) $ 6,744,287 $ 7,715,662 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table summarizes fair value measurements by level as of December 31, 2016 for and the Company’s liabilities measured at fair value on a recurring basis: December 31, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 438,448 $ 438,448 Warrant Liabilities - - 3,827,381 3,827,381 Total Derivatives Liabilities $ - $ - $ 4,265,829 $ 4,265,829 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The table below summarizes the warrants outstanding as of March 31, 2017 and as of December 31, 2016: Exercise/ Conversion Outstanding Warrants price(s) (range) Expiring March 31, 2017 December 31, 2016 Equity Warrants - Fundraising $1.305 - $5.375 2017 - 2023 5,351,031 700,373 Liability Warrants - Fundraising $3.25 - $11.25 2019 - 2021 - 1,504,278 5,351,031 2,204,651 |
Amended and Restated 2008 Lon20
Amended and Restated 2008 Long Term Incentive Compensation Plan (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Reconciliation Of Registered And Available Shares And Or Options [Table Text Block] | Total Authorized under the plan 2,240,000 Shares issued in prior years 621,261 Shares issued during 2017 296,414 Options exercised during 2017 - Outstanding options 1,179,520 Available for grant at March 31, 2017: 142,805 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options: Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2016 1,040,211 $ 13.35 Granted in 2017 199,700 $ 2.16 Forfeitures (Pre-vesting) (609) $ 20.46 Expirations (Post-vesting) (59,782) $ 33.21 Outstanding as of March 31, 2017 1,179,520 $ 10.45 |
Income taxes (Tables)
Income taxes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: March 31, 2017 2016 Net Provision for income taxes $ 1,287 $ 9,929 |
Significant Customer and Geog22
Significant Customer and Geographical Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31 2017 2016 Two largest customers 97.0 % 86.1 % The geographical distribution of our revenue, as a percentage of revenue, was as follows: Three Months Ended March 31 2017 2016 Europe 97.1 % 91.4 % All other (non-European) countries 2.9 8.6 100.0 % 100.0 % |
Financial Condition (Details Te
Financial Condition (Details Textual) - USD ($) | Mar. 10, 2017 | Mar. 07, 2017 | Mar. 30, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Financial Condition [Line Items] | ||||||||||||
Net Income (Loss) Attributable to Parent, Total | $ (1,293,140) | $ (4,313,790) | ||||||||||
Retained Earnings (Accumulated Deficit), Total | $ (288,373,374) | $ (287,080,234) | ||||||||||
Debt Restructuring, Description | the two warrants previously issued under prior amendments will be revised to (a) adjust the exercise price to the lesser of $1.305 per share or a 15% discount to the average of the past five days closing price of the Company’s common stock and (b) increase the aggregate amount of shares of common stock underlying the Warrants by 613,805 shares or such number as required to bring the Lender and Atalaya’s fully diluted percentage ownership of the Company’s outstanding equity to 11.65%, calculated as of April 28, 2017. | |||||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-25 | |||||||||||
Stock Issued During Period, Shares, New Issues | 2,333,334 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total | 199,700 | |||||||||||
Preferred Stock, Value, Issued | $ 384,503 | $ 2,143,196 | ||||||||||
Preferred Stock, Shares Outstanding | 58 | 249 | ||||||||||
Discount To Public Offering Price Percentage | 13.00% | |||||||||||
Preferred Stock Conversion Price | $ 1.305 | |||||||||||
Convertible Preferred Stock [Member] | ||||||||||||
Financial Condition [Line Items] | ||||||||||||
Debt Instrument, Convertible, Conversion Price | 1.87 | |||||||||||
Common Stock, Par or Stated Value Per Share | 0.00001 | |||||||||||
Shares Issued, Price Per Share | $ 1.50 | |||||||||||
Preferred Stock, Value, Issued | $ 1,150,000 | |||||||||||
Preferred Stock, Shares Outstanding | 115 | |||||||||||
Underwriting Agreement [Member] | ||||||||||||
Financial Condition [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,166,667 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |||||||||||
Shares Issued, Price Per Share | $ 1.50 | |||||||||||
Warrants Expiration Term | 1 year 10 months 13 days | |||||||||||
Common stock Purchase Price Per Share | $ 1.3949 | |||||||||||
Proceeds from Issuance of Common Stock | $ 3,500,000 | |||||||||||
Underwriting Agreement [Member] | Option Warrants [Member] | ||||||||||||
Financial Condition [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 175,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total | 350,000 | |||||||||||
Underwriting Agreement [Member] | Over Allotment Options [Member] | ||||||||||||
Financial Condition [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total | 109,133 | |||||||||||
Debt Note One [Member] | ||||||||||||
Financial Condition [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 723,900 | |||||||||||
Increase in Principal Value Of Debt, Percentage | 10.00% | |||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | 530,860 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00001 | |||||||||||
Debt Note Two [Member] | ||||||||||||
Financial Condition [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 350,000 | |||||||||||
Debt Instrument, Increase, Accrued Interest | $ 59,304 | |||||||||||
Corbin Warrant [Member] | ||||||||||||
Financial Condition [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,229,100 | |||||||||||
ACM Warrant [Member] | ||||||||||||
Financial Condition [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 216,900 | |||||||||||
Amended and Restated Agreement [Member] | Two Thousand Sixteen 13 Percentage Term Loan Agreement [Member] | ||||||||||||
Financial Condition [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | $ 1,500,000 | |||||||||||
Amended and Restated Agreement [Member] | Two Thousand Sixteen 13 Percentage Term Loan Agreement [Member] | Scenario, Forecast [Member] | ||||||||||||
Financial Condition [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | $ 750,000 | $ 750,000 | $ 750,000 | $ 500,000 | $ 500,000 | $ 1,500,000 |
Supplemental Financial Inform24
Supplemental Financial Information (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Supplemental Financial Information [Line Items] | ||
Prepaid expenses | $ 521,795 | $ 492,549 |
VAT | 640,431 | 592,445 |
Prepaid Expense and Other Assets, Current | $ 1,162,226 | $ 1,084,994 |
Supplemental Financial Inform25
Supplemental Financial Information (Details 1) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Less: accumulated depreciation and amortization | $ (15,736,800) | $ (14,533,648) |
Total property and equipment, net | 8,093,252 | 8,708,778 |
Automobiles [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 12,081 | 11,897 |
Furniture and Fixtures [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 157,547 | 155,197 |
Technology Equipment [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 19,600,778 | 19,079,117 |
Software and Software Development Costs [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 3,260,637 | 3,209,318 |
Construction in Progress [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 799,009 | $ 786,897 |
Supplemental Financial Inform26
Supplemental Financial Information (Details 2) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Supplemental Financial Information [Line Items] | ||
Accrued Selling, General & Administrative expenses | $ 4,533,350 | $ 4,955,959 |
Accrued cost of service | 373,048 | 394,496 |
Accrued taxes (including VAT) | 104,107 | 127,434 |
Accrued interest payable | 139,232 | 132,632 |
Other accrued expenses | 439,525 | 403,099 |
Accrued Liabilities, Current | $ 5,589,262 | $ 6,013,620 |
Supplemental Financial Inform27
Supplemental Financial Information (Details 3) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Supplemental Financial Information [Line Items] | ||
Convertible Note Principal Amount | $ (61,514) | $ (821,048) |
Debt Discounts & Financing Costs, Total Amortizations | (42,015) | |
Debt Discounts & Financing Costs, accelerated amortization | 801,549 | |
9% Unsecured Convertible Note[Member] | ||
Supplemental Financial Information [Line Items] | ||
Convertible Note Principal Amount | (61,514) | (320,729) |
Debt Discounts & Financing Costs, Total Amortizations | (22,699) | |
Debt Discounts & Financing Costs, accelerated amortization | 281,914 | |
9% Saffelberg Note [Member] | ||
Supplemental Financial Information [Line Items] | ||
Convertible Note Principal Amount | 0 | $ (500,319) |
Debt Discounts & Financing Costs, Total Amortizations | (19,316) | |
Debt Discounts & Financing Costs, accelerated amortization | 519,635 | |
Additional Closings [Member] | ||
Supplemental Financial Information [Line Items] | ||
Convertible Note Principal Amount | 0 | |
Additional Closings [Member] | 9% Unsecured Convertible Note[Member] | ||
Supplemental Financial Information [Line Items] | ||
Convertible Note Principal Amount | 0 | |
Additional Closings [Member] | 9% Saffelberg Note [Member] | ||
Supplemental Financial Information [Line Items] | ||
Convertible Note Principal Amount | $ 0 |
Supplemental Financial Inform28
Supplemental Financial Information (Details 4) | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | $ 0 |
Outstanding Balance at December 31, 2016 (in shares) | 5,412,147 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | $ | $ 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | $ | (2,344,948) |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | $ | $ (1,920,881) |
Agreement Amendments (in shares) | 2,518,334 |
Agreement Amendments (in shares) | 1,116,306 |
Exercises / Conversions (in shares) | (774,424) |
FMV as of March 31, 2017 | $ | $ 4,265,829 |
Outstanding Balance at March 31, 2017 (in shares) | 2,551,931 |
Warranty Obligations [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | $ 0 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | $ | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | $ | (1,944,317) |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | $ | (1,883,064) |
FMV as of March 31, 2017 | $ | 3,827,381 |
Lender Warrants [Member] | Warranty Obligations [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | 0 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | $ | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | $ | (1,610,060) |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | $ | (1,752,223) |
FMV as of March 31, 2017 | $ | 3,362,283 |
Nine Saffelberg Note Warrants [Member] | Warranty Obligations [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | 0 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | $ | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | $ | (70,826) |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | $ | (117,388) |
FMV as of March 31, 2017 | $ | 188,214 |
Placement Agent Warrants [Member] | Warranty Obligations [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | 0 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | $ | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | $ | (142,231) |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | $ | (13,453) |
FMV as of March 31, 2017 | $ | 155,684 |
Agent Warrants One [Member] | Warranty Obligations [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | 0 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | $ | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | $ | (121,200) |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | $ | 0 |
FMV as of March 31, 2017 | $ | 121,200 |
Fair Market Value Debt Conversion [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | 0 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | $ | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | $ | (400,631) |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | $ | (37,817) |
FMV as of March 31, 2017 | $ | 438,448 |
Fair Market Value Debt Conversion [Member] | S affelberg Note Unsecured Convertible [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2016 | $ | 0 |
Fair Market Value Warrants And Debt Conversion Additional Initial Fair Market Value | $ | 0 |
Fair Market Value Of Warrants And Debt Conversion Feature, Amendments | $ | (400,631) |
Fair Market Value Of Warrants And Debt Conversion Market To Market Adjustments | $ | (37,817) |
FMV as of March 31, 2017 | $ | $ 438,448 |
Underlying Shares Conversion Features [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 61,116 |
Agreement Amendments (in shares) | 0 |
Agreement Amendments (in shares) | 488,194 |
Exercises / Conversions (in shares) | (774,424) |
Outstanding Balance at March 31, 2017 (in shares) | 347,346 |
Underlying Shares Conversion Features [Member] | Convertible Note - Other Investor [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 0 |
Agreement Amendments (in shares) | 0 |
Agreement Amendments (in shares) | 396,181 |
Exercises / Conversions (in shares) | (530,860) |
Outstanding Balance at March 31, 2017 (in shares) | 134,679 |
Underlying Shares Conversion Features [Member] | Convertible Note - Investors [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 61,116 |
Agreement Amendments (in shares) | 0 |
Agreement Amendments (in shares) | 92,013 |
Exercises / Conversions (in shares) | (243,564) |
Outstanding Balance at March 31, 2017 (in shares) | 212,667 |
Underlying Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 5,351,031 |
Agreement Amendments (in shares) | 2,518,334 |
Agreement Amendments (in shares) | 628,112 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at March 31, 2017 (in shares) | 2,204,585 |
Underlying Warrants [Member] | Eurodollar Senior Secured13 [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 1,446,000 |
Agreement Amendments (in shares) | 0 |
Agreement Amendments (in shares) | 172,982 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at March 31, 2017 (in shares) | 1,273,018 |
Underlying Warrants [Member] | Registered Public Offering 2017 [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 1,166,667 |
Agreement Amendments (in shares) | 1,166,667 |
Agreement Amendments (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at March 31, 2017 (in shares) | 0 |
Underlying Warrants [Member] | Investor Management Services [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 710,000 |
Agreement Amendments (in shares) | 710,000 |
Agreement Amendments (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at March 31, 2017 (in shares) | 0 |
Underlying Warrants [Member] | Convertible Note Warrants, 9 [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 520,373 |
Agreement Amendments (in shares) | 0 |
Agreement Amendments (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at March 31, 2017 (in shares) | 520,373 |
Underlying Warrants [Member] | Convertible Notes 2013 [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 180,000 |
Agreement Amendments (in shares) | 0 |
Agreement Amendments (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at March 31, 2017 (in shares) | 180,000 |
Underlying Warrants [Member] | Convertible Note Warrants Other, 9 [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 106,172 |
Agreement Amendments (in shares) | 0 |
Agreement Amendments (in shares) | 9,652 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at March 31, 2017 (in shares) | 96,520 |
Underlying Warrants [Member] | Registered Public Offering Agent Warrants 2017 [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 641,667 |
Agreement Amendments (in shares) | 641,667 |
Agreement Amendments (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at March 31, 2017 (in shares) | 0 |
Underlying Warrants [Member] | Convertible Note, 9 Agent Warrants, 7 [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 66,229 |
Agreement Amendments (in shares) | 0 |
Agreement Amendments (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at March 31, 2017 (in shares) | 66,229 |
Underlying Warrants [Member] | Preferred Share Conversion Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 475,096 |
Agreement Amendments (in shares) | 0 |
Agreement Amendments (in shares) | 475,096 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at March 31, 2017 (in shares) | 0 |
Underlying Warrants [Member] | Preferred Share issuance 8 Agent Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 38,827 |
Agreement Amendments (in shares) | 0 |
Agreement Amendments (in shares) | (29,618) |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at March 31, 2017 (in shares) | 68,445 |
Supplemental Financial Inform29
Supplemental Financial Information (Details 5) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term Debt, Total | $ 6,744,287 | $ 7,715,662 |
2016 13% Term Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 8,581,836 | 10,081,836 |
Debt Discount - Repayment Premium | (1,335,928) | (1,772,645) |
Deferred Financing Costs | (122,820) | (164,731) |
Debt Discount - Original Issue Discount | (4,913) | (6,596) |
Debt Discount - Warrant | (314,891) | (422,202) |
Debt Instrument Unamortized Discount Warrants 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Unamortized Discount, Warrants for 2017 | $ (58,997) | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] | Dec. 31, 2016USD ($) |
Derivative Liabilities | |
Derivative Liability | $ 4,265,829 |
Conversion Feature [Member] | |
Derivative Liabilities | |
Derivative Liability | 438,448 |
Warrant [Member] | |
Derivative Liabilities | |
Derivative Liability | 3,827,381 |
Fair Value, Inputs, Level 1 [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 1 [Member] | Conversion Feature [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | Conversion Feature [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Derivative Liabilities | |
Derivative Liability | 4,265,829 |
Fair Value, Inputs, Level 3 [Member] | Conversion Feature [Member] | |
Derivative Liabilities | |
Derivative Liability | 438,448 |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | |
Derivative Liabilities | |
Derivative Liability | $ 3,827,381 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 5,351,031 | 2,204,651 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.67 | |
Equity Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 5,351,031 | 700,373 |
Liability Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 0 | 1,504,278 |
Maximum [Member] | Equity Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.375 | |
Class Of Warrant Or Right Expiration Date | Dec. 31, 2023 | |
Maximum [Member] | Liability Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.25 | |
Class Of Warrant Or Right Expiration Date | Dec. 31, 2021 | |
Minimum [Member] | Equity Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.305 | |
Class Of Warrant Or Right Expiration Date | Dec. 31, 2017 | |
Minimum [Member] | Liability Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.25 | |
Class Of Warrant Or Right Expiration Date | Dec. 31, 2019 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Mar. 07, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |
Common Stock, Shares, Issued | 12,759,149 | 8,376,267 | |
Common Stock, Shares, Outstanding | 12,759,149 | 8,376,267 | |
Stock Issued During Period, Shares, Period Increase (Decrease) | 4,382,882 | ||
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 | 58 | 249 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.67 | ||
Number Of Shares Issued According To Stock Transfer Agent | 12,768,985 | 8,386,103 | |
Shares Issued Difference | 9,836 | ||
Unreturned Shares From Cancelled Acquisitions | 9,356 | ||
Shares Issued Under Employee Benefits Plan Treasury Shares | 480 | ||
Class of Warrant or Right, Outstanding | 5,351,031 | 2,204,651 | |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 530,860 | ||
Common Stock, Shares Subscribed but Unissued | 867,992 | ||
Preferred Stock, Shares Issued | 58 | 249 | |
Discount To Public Offering Price Percentage | 13.00% | ||
Preferred Stock Conversion Price | $ 1.305 | ||
Investors [Member] | |||
Class of Warrant or Right, Outstanding | 5,351,031 | 2,204,651 | |
Issuance Of Warrant Liabilities | $ 0 | $ 1,504,278 | |
Officers And Directors [Member] | |||
Preferred Stock, Shares Outstanding | 191 | ||
Common Stock [Member] | |||
Common Stock, Shares, Outstanding | 12,759,149 | ||
Preferred Stock [Member] | |||
Preferred Stock, Shares Outstanding | 58 | ||
Preferred Stock, Shares Issued | 480 | ||
Convertible Preferred Stock [Member] | |||
Preferred Stock, Shares Outstanding | 115 | ||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | ||
Preferred Stock, Shares Issued | 1,950,000 | ||
Shares Issued, Price Per Share | $ 1.50 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,463,601 |
Amended and Restated 2008 Lon33
Amended and Restated 2008 Long Term Incentive Compensation Plan (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Authorized under the plan | 2,240,000 | |
Shares issued in prior years | 621,261 | |
Shares issued during 2017 | 296,414 | |
Options exercised during 2017 | 0 | |
Outstanding options | 1,179,520 | 1,040,211 |
Available for grant at March 31, 2017: | 142,805 |
Amended and Restated 2008 Lon34
Amended and Restated 2008 Long Term Incentive Compensation Plan (Details 1) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding as of December 31, 2016 | shares | 1,040,211 |
Number of Options, Granted in 2017 | shares | 199,700 |
Number of Options, Forfeitures (Pre-vesting) | shares | (609) |
Number of Options,Expirations (Post-vesting) | shares | (59,782) |
Number of Options,Outstanding as of March 31, 2017 | shares | 1,179,520 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 13.35 |
Weighted Average Exercise Price, Granted in 2017 (in dollars per share) | $ / shares | 2.16 |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) (in dollars per share) | $ / shares | 20.46 |
Weighted Average Exercise Price, Expirations (Post-vesting) (in dollars per share) | $ / shares | 33.21 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 10.45 |
Amended and Restated 2008 Lon35
Amended and Restated 2008 Long Term Incentive Compensation Plan (Details Textual) - USD ($) | Mar. 10, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 2,333,334 | ||
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 | $ 1,332,127 | $ 1,651,460 | |
Stock Issued During Period, Shares, New Issues | 282,142 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 14,272 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Line Items] | ||
Net Provision for income taxes | $ 1,287 | $ 9,929 |
Significant Customer and Geog37
Significant Customer and Geographical Information (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Geographic Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 100.00% | 100.00% |
Revenue Concentration [Member] | Geographic Concentration Risk [Member] | Europe [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 97.10% | 91.40% |
Revenue Concentration [Member] | Geographic Concentration Risk [Member] | Other Foreign Countries [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 2.90% | 8.60% |
Revenue Concentration [Member] | Two Largest Customers [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 97.00% | 86.10% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 3 Months Ended | |||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | |
Subsequent Event [Line Items] | ||||||||
Debt Restructuring, Description | the two warrants previously issued under prior amendments will be revised to (a) adjust the exercise price to the lesser of $1.305 per share or a 15% discount to the average of the past five days closing price of the Company’s common stock and (b) increase the aggregate amount of shares of common stock underlying the Warrants by 613,805 shares or such number as required to bring the Lender and Atalaya’s fully diluted percentage ownership of the Company’s outstanding equity to 11.65%, calculated as of April 28, 2017. | |||||||
Amended and Restated Agreement [Member] | 2016 13% Term Loan Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Periodic Payment | $ 1,500,000 | |||||||
Long-term Debt, Maturities, Repayment Terms | December 31, 2018 | |||||||
Amended and Restated Agreement [Member] | 2016 13% Term Loan Agreement [Member] | Scenario, Forecast [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Periodic Payment | $ 750,000 | $ 750,000 | $ 750,000 | $ 500,000 | $ 500,000 | $ 1,500,000 | ||
Amended and Restated Agreement [Member] | TwoThousand Sixteen , Thirteen Percent Term Loan Agreement [Member] | Scenario, Forecast [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Periodic Payment | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | $ 250,000 | $ 250,000 |