Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 13, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
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 | 60,263,228 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 19,205,252 | $ 13,537,899 |
Restricted cash | 229,083 | 199,776 |
Accounts receivable, net of an allowance for doubtful accounts of $0 at June 30, 2018 and $90,173 at December 31, 2017 | 3,852,866 | 2,058,284 |
Prepaid expenses and other current assets | 1,174,617 | 900,369 |
Total current assets | 24,461,818 | 16,696,328 |
NON-CURRENT ASSETS | ||
OTHER ASSETS | 89,245 | 91,267 |
NOTE RECEIVABLE | 595,502 | 594,520 |
PROPERTY AND EQUIPMENT, NET | 4,680,006 | 4,713,710 |
LONG TERM INVESTMENTS | 3,230,208 | 3,230,208 |
TOTAL ASSETS | 33,056,779 | 25,326,033 |
CURRENT LIABILITIES | ||
Accounts payable and customer deposits | 2,568,505 | 1,978,726 |
Net billings in excess of revenues | 258,904 | 242,986 |
Accrued expenses and other payables | 3,697,831 | 5,250,130 |
9% Unsecured Subordinate Convertible Promissory Note (current portion net of Debt Discount and Debt Issuance) | 134,013 | 66,000 |
Total current liabilities | 6,659,253 | 7,537,842 |
LONG TERM LIABILITIES | ||
Derivative liabilities | 0 | 1,597,647 |
Other long term liabilities | 118,481 | 151,163 |
Unsecured Convertible Promissory Note (net of Debt Discount and Debt Issuance) | 622,023 | 617,848 |
Total long term liabilities | 740,504 | 2,366,658 |
Total liabilities | 7,399,757 | 9,904,500 |
Commitments and Contingencies (See Notes) | ||
STOCKHOLDERS' EQUITY | ||
Common Stock $0.00001 par value, 500,000,000 shares authorized, 55,656,115 issued and outstanding as of June 30, 2018 and 46,617,093 shares issued and outstanding as of December 31, 2017 | 331,959,299 | 321,271,437 |
Accumulated other comprehensive loss | (6,281,426) | (6,306,691) |
Accumulated deficit | (300,020,851) | (299,543,213) |
Total stockholders' equity | 25,657,022 | 15,421,533 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 33,056,779 | $ 25,326,033 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Allowance for Doubtful Accounts Receivable, Current | $ 0 | $ 90,173 |
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 | 55,656,115 | 46,617,093 |
Common Stock, Shares, Outstanding | 55,656,115 | 46,617,093 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
REVENUES | $ 6,003,180 | $ 3,239,175 | $ 10,115,750 | $ 6,034,118 | [1] |
COST AND OPERATING EXPENSES | |||||
Cost of service | 1,779,882 | 945,687 | 2,974,405 | 1,787,590 | |
Product development | 753,931 | 273,512 | 1,480,776 | 558,206 | |
Sales and marketing | 652,442 | 370,795 | 1,341,440 | 690,282 | |
General and administrative | 2,214,070 | 1,490,838 | 4,510,922 | 3,856,226 | |
Restructuring and settlement costs | 5,592 | 458,877 | 79,193 | 588,106 | |
Depreciation and amortization | 994,318 | 872,693 | 1,959,609 | 1,716,476 | |
Total cost and operating expenses | 6,400,235 | 4,412,402 | 12,346,345 | 9,196,886 | |
(LOSS) FROM OPERATIONS | (397,055) | (1,173,227) | (2,230,595) | (3,162,768) | |
OTHER INCOME/ (EXPENSE) | |||||
Interest income | 43,193 | 54,900 | 85,865 | 94,036 | |
Interest expense | (99,708) | (406,041) | (163,467) | (923,184) | |
Interest expense related to debt discount and conversion feature | (30,272) | (293,362) | (59,838) | (1,342,598) | |
Changes in derivative liabilities | 1,597,647 | 0 | 1,283,914 | 1,920,881 | |
Gain on Extinguishment of Debt | 0 | 0 | 0 | 463,345 | |
Other income | 567,710 | 433,658 | 637,255 | 470,476 | |
Amortization of deferred financing costs | (6,209) | (26,510) | (12,351) | (222,623) | |
Total other income/ (expense) | 2,072,361 | (237,355) | 1,771,378 | 460,333 | |
INCOME/ (LOSS) BEFORE PROVISION FOR INCOME TAXES | 1,675,306 | (1,410,582) | (459,217) | (2,702,435) | |
Provision/ (benefit) for income taxes | 18,842 | (67,782) | 18,424 | (66,495) | |
NET INCOME/ (LOSS) | 1,656,464 | (1,342,800) | (477,641) | (2,635,940) | |
OTHER COMPREHENSIVE INCOME / (LOSS) | |||||
Foreign currency translation (loss) /income | (79,137) | 16,169 | 25,266 | (10,651) | |
COMPREHENSIVE INCOME/ (LOSS) | $ 1,577,327 | $ (1,326,631) | $ (452,375) | $ (2,646,591) | |
Net income/ (loss) per common share and equivalents - basic | $ 0.03 | $ (0.10) | $ (0.01) | $ (0.24) | |
Net income/ (loss) per common share and equivalents - diluted | $ 0.03 | $ (0.10) | $ (0.01) | $ (0.24) | |
Weighted average shares outstanding during the period – basic | 53,348,376 | 12,910,929 | 51,714,482 | 11,132,580 | |
Weighted average shares outstanding during the period – diluted | 64,741,232 | 12,910,929 | 51,714,482 | 11,132,580 | |
[1] | As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (477,641) | $ (2,635,940) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation and amortization | 1,959,609 | 1,716,476 |
Provision for doubtful accounts | 0 | 6,378 |
Stock based compensation | 1,771,580 | 1,123,293 |
Change in fair value of warrant liability | (1,283,914) | (1,920,881) |
Amortization of deferred financing costs | 12,351 | 222,623 |
Interest expense relating to debt discount and conversion feature | 59,838 | 1,342,598 |
Unrealized foreign currency transaction loss | 0 | (470,476) |
Payables settled by issuance of shares | 86,778 | 473,692 |
(Gain) on Extinguishment of Debt | 0 | (463,345) |
Changes in operating assets and liabilities: | ||
(Increase) / Decrease in accounts receivable | (1,851,046) | 359,013 |
(Increase) / Decrease in prepaid expenses, deposits and other assets | (351,046) | 444,262 |
Increase in accounts payable and customer deposits | 606,393 | 466,013 |
Increase / (Decrease) in Net billings in excess of revenues and deferred revenue | 22,627 | (412,929) |
(Decrease) in accrued expenses and other payables | (1,508,005) | (1,061,893) |
Net cash (used in) operating activities | (952,476) | (811,116) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment, and capitalized software | (1,877,477) | (332,630) |
Net cash (used in) investing activities | (1,877,477) | (332,630) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Exercise of warrants and options | 3,070,110 | 0 |
Repayments on other long term loans | (32,682) | 0 |
Financing related fees | (653,000) | (364,941) |
Gross Proceeds from public offering | 6,100,000 | 3,500,000 |
Principal repayment Senior Secured Loan | 0 | (1,750,000) |
Net cash provided by financing activities | 8,484,428 | 1,385,059 |
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 42,185 | (294,918) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 5,696,660 | (53,605) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 13,737,675 | 1,495,207 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | 19,434,335 | 1,441,602 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash received/ (paid) during the period for interest | 43,193 | (336,193) |
Cash paid during the period for taxes | 0 | 895 |
NON-CASH FINANCING ACTIVITIES: | ||
Conversion of notes including accelerated amortization into common shares | 0 | 801,549 |
Conversions of convertible notes | 1,911,380 | 774,424 |
Amendment to warrants and convertible notes into common shares | $ 313,733 | $ 2,344,948 |
Financial Condition
Financial Condition | 6 Months Ended |
Jun. 30, 2018 | |
Financial Condition [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 1. Financial Condition As reflected in the accompanying consolidated financial statements, Pareteum Corporation (“Pareteum,” the “Company,” “we,” “us,” or “our”) (NYSE American: TEUM) reported a comprehensive loss of $452,375 for the six month period ended June 30, 2018 and had an accumulated deficit of $300,020,851 as of June 30, 2018. The Company’s financial statements through June 30, 2018 were materially impacted by several warrant exercises. Warrant Exercises From January 1, 2018 through June 30, 2018, 7,403,536 warrants were exercised on a cash and a cashless basis pursuant to which 5,914,270 shares of common stock were issued and a gross total of $3,070,110 was received by the Company. Public Offering On May 9, 2018, the Company entered into a securities purchase agreement with select accredited investors relating to a registered direct offering, issuance and sale of an aggregate of 2,440,000 shares of the Company’s common stock, $0.00001 par value per share, at a purchase price of $2.50 per share. The Shares are being issued pursuant to the Company’s previously filed and effective Registration Statement on Form S-3 that was filed with the Securities and Exchange Commission on September 9, 2016, as amended October 21, 2016 and November 10, 2016, and declared effective November 14, 2016 (File No. 333-213575). The Company will file a prospectus supplement related to the registered direct offering dated May 9, 2018. The gross proceeds to the Company from the Offering, before deducting the Company’s estimated offering expenses, are expected to be approximately $6,100,000. Proceeds from the Offering shall be used for working capital and general corporate purposes. Dawson James Securities, Inc. acted as placement agent on a best-efforts basis in connection with the Offering, pursuant to a placement agency agreement that was entered into on May 9, 2018. Acquisitions On July 31, 2018, the Company filed a prospectus, following the filing of a registration statement on Form S-3, announcing the resale of an aggregate of 7,151,146 shares of common stock, par value $0.00001 per share, issuable upon the exercise of warrants issued to investors in a private placement offering conducted by the Company and closed on December 5, 2017. On July 25, 2018, the last reported sale price of the Company’s common stock on the New York Stock Exchange was $2.93 per share. The selling stockholders may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Company has paid all of the registration expenses incurred in connection with the registration of the shares, but the Company will not pay any of the selling commissions, brokerage fees or related expenses. On August 3, 2018, the Company filed a DEFM14A (the “Proxy Statement”), announcing the proposed acquisition of Artilium plc, a public limited company registered in England and Wales (“Artilium”). In connection with the proposed acquisition, Artilium shareholders would be entitled to receive, for each Artilium ordinary share held by such shareholders, 1.9 pence in cash and 0.1016 new shares of the Company’s common stock, resulting in the issuance of an aggregate of approximately 37,852,076 new shares of the Company’s common stock. Following the transaction, Artilium shareholders will own approximately 35.14% of the Company’s fully diluted common stock and the Company would acquire the entire issued and to be issued ordinary shares of Artilium. Further, under the Proxy Statement, the Company announced its proposed 2018 Long-Term Incentive Compensation Plan, including the reservation of eight million (8,000,000) shares of common stock with a 15% annual increase to the total number of reserved shares thereunder. |
Description of Business, Basis
Description of Business, Basis of Presentation and Use of Estimates | 6 Months Ended |
Jun. 30, 2018 | |
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 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 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 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, 2017, included in our 2017 Annual Report on Form 10-K filed with the SEC on March 30, 2018, referred to as our 2017 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 six months ended June 30, 2018 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 1, “Business and Summary of Significant Accounting Policies,” of our 2017 Annual Report. There have been no material changes to our significant accounting policies during the six months ended June 30, 2018. 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, 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. Reclassification Certain reclassifications have been made to the Company’s consolidated financial statements for the prior years to conform to the current year presentation. Such reclassifications had no impact on net income/ (loss) or net cash flows. Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) "Revenue from Contracts with Customers." Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605), and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. See Note 9 for further details. |
Supplemental Financial Informat
Supplemental Financial Information | 6 Months Ended |
Jun. 30, 2018 | |
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: June 30, December 31, Prepaid expenses and other current assets 2018 2017 Prepaid Expenses - Other $ 569,761 $ 576,277 Prepaid Expenses - Professional Services 230,816 - VAT 374,040 324,092 $ 1,174,617 $ 900,369 June 30, December 31, Property and equipment 2018 2017 Furniture and fixtures $ 139,857 $ 139,857 Computer, communications and network equipment 17,110,130 17,020,421 Software 4,039,554 2,899,794 Automobiles 10,744 10,744 Software development 619,566 398,654 Acc. Depreciation Property & Equipment (17,239,845 ) (15,755,760 ) $ 4,680,006 $ 4,713,710 June 30, December 31, Accrued expenses and other payables 2018 2017 Accrued selling, general and administrative expenses $ 1,842,921 $ 3,463,800 Accrued cost of service 545,389 413,942 Accrued taxes (including VAT) 804,417 877,366 Accrued interest payable 183,821 96,801 Other accrued expenses 321,283 398,221 $ 3,697,831 $ 5,250,130 Outstanding June 30, 2018 Closing(s) during 2018 Regular Amortizations (during 2018) Conversions (during 2018) including accelerated amortization December 31, 2017 9% Unsecured Convertible Note (Private Offering Q4- 2015 – Q1-2016 $ (134,013 ) $ - $ (30,038 ) $ - $ (103,975 ) 9% Saffelberg Note (Unsecured Convertible) (622,023 ) - (42,151 ) - (579,873 ) $ (756,036 ) $ - $ (72,189 ) $ - $ (683,848 ) On June 29, 2018, the Company amended the Saffelberg Investments N.V. (“Saffelberg”) convertible note dated August 18, 2016 with principal of $723,900 removing Sections 4(d)(iii) and (iv) and amended the August 18, 2016 Warrant removing Sections 2(c) and (d). These changes removed the elements that generated the derivative liabilities and related expense from the convertible note and warrant. On June 29, 2018, the Company entered into a term sheet with Saffelberg agreeing to (i) pay the balance and interest of the September 7, 2017 repayment agreement in the amount of $262,735 on July 11, 2018, (ii) convert at $2.37 per share on July 11, 2018 the August 18, 2016 $723,900 convertible note and accrued interest into 387,913 common shares, (iii) adjust the price of the 96,250 warrants to $2.37 on July 11, 2018 and (iv) register converted 387,913 common shares, the 96,250 warrant and other shares held by Saffelberg in the next registration statement. Fair Market Value Warrants & Conversion Feature FMV as of June 30, 2018 Additional closings during 2018 Agreement Amendments/ Conversions/ FX effect Mark to market adjustment Ytd-2018 FMV as of December 31, 2017 9% Saffelberg Note (Unsecured Convertible) $ - $ - $ (1,706,484 ) $ 279,581 $ 1,426,903 FMV Conversion Feature $ - $ - $ (1,706,484 ) $ 279,581 $ 1,426,903 9% Convertible Note Warrants - Saffelberg $ - $ - $ (204,896 ) $ 34,152 $ 170,744 FMV Warrant Liabilities $ - $ - $ (204,896 ) $ 34,152 $ 170,744 Total $ - $ - $ (1,911,380 ) $ 313,733 $ 1,597,647 Outstanding numbers of Dilutive Derivatives The outstanding number of derivatives developed as per below movement schedule for the second quarter of 2018. Number of underlying shares for Warrants & Conversion Features Outstanding June 30, 2018 Agreement Amendments / Interest effects Exercises / Conversions / Expirations Outstanding December 31, 2017 9% Convertible Note - Investors 61,556 527 - 61,029 9% Convertible Note - Saffelberg 387,913 (472,030 ) - 859,943 Outstanding Conversion Features 449,469 (471,503 ) - 920,972 13%+Eurodollar Senior Secured - - (2,400,000 ) 2,400,000 2017 Registered Public Offering 508,970 - (766,830 ) 1,275,800 Investor Management Services 710,000 - - 710,000 9% Convertible Note Warrants 520,373 - - 520,373 2013 Convertible Notes 140,000 - - 140,000 Other 9% Convertible Note Warrants 96,520 - - 96,520 2017 Registered Public Offering Agent Warrants 110,279 - (63,888 ) 174,167 9% Convertible Note 7% Agent Warrants 66,230 - - 66,230 Oct-2017 Shelf take Down Agent Warrants 843 74,750 (73,907 ) - Nov-2017 Underwriter Agreement Investor Warrants 168,819 - (2,669,677 ) 2,838,496 Nov-2017 Underwriter Agreement Agent Warrants 982,744 - (652,174 ) 1,634,918 Dec-2017 SPA Investor Warrants 6,374,086 - (777,060 ) 7,151,146 Dec-2017 SPA Agent warrants 357,557 - - 357,557 May-2018 Public Offering Agent Warrants 122,000 122,000 - - Preferred Share Conversion Warrants 731,798 - - 731,798 Preferred Share issuance 8% Agent Warrants 38,827 - - 38,827 Outstanding Warrants 10,929,046 196,750 (7,403,536 ) 18,135,832 Total 11,378,515 (274,753 ) (7,403,536 ) 19,056,804 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
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 Level 2 Level 3 The remaining derivative liabilities were transferred out of level 3 during the six months ended June 30, 2018. The degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. The Company 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 | 6 Months Ended |
Jun. 30, 2018 | |
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 shares common stock. The Company had 55,656,115 shares of common stock issued and outstanding as of June 30, 2018, an increase of 9,039,022 shares from December 31, 2017, due to warrant exercises (5,914,270), equity fund raises (2,453,400), non-cash compensation for board and management (502,970), advisors (123,553) and settlement of debt (44,829). (B) 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 June 30, 2018 (unaudited) and December 31, 2017 have been recorded and classified as equity is 10,929,046 and 18,039,312 respectively. As of June 30, 2018 and December 31, 2017, the Company has recorded zero and $96,520 respectively, in the balance sheet for the liability warrants issued in connection with the various offerings in the previous and current year. The Company successfully renegotiated the terms of the related ‘liability warrants’ and such amended terms resulted in the elimination of the derivative conditions. The Weighted Average Exercise Price for the currently outstanding warrants in the table below is $1.71. The table below summarizes the warrants outstanding as of June 30, 2018 and as of December 31, 2017: Outstanding Warrants Exercise/ Conversion price(s) (range) Expiring June 30, 2018 December 31, 2017 Equity Warrants - Fundraising $1.05 - $5.375 2018 - 2023 10,929,046 18,039,312 Liability Warrants - Fundraising NA 2021 - 96,520 10,929,046 18,135,832 |
Amended and Restated 2008 Long
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan | 6 Months Ended |
Jun. 30, 2018 | |
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 and 2017 Long-Term Incentive Compensation Plan Amended and Restated 2008 Long-Term Incentive Compensation Plan (“2008 Plan”) Total Authorized under the plan 2,240,000 Shares issued in prior years 1,074,824 Outstanding options 251,266 Available for grant at June 30, 2018 (Registered and Unregistered) 913,910 During the second quarter of 2018, no shares were issued or options granted under the 2008 Plan. Stock option activity is set forth below for the 2008 Plan: Options: Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2017 1,128,384 $ 9.40 Cancelled January 1, 2018 (786,697 ) $ 6.33 Forfeitures (Pre-vesting) (175 ) $ 3.07 Expirations (Post-vesting) (90,246 ) $ 25.60 Outstanding as of June 30, 2018 251,266 $ 13.18 At June 30, 2018, due to all unvested options being canceled as part of reorganization, the unrecognized expense portion of stock-based awards granted to employees under the 2008 Plan was $0, compared to $843,467 for the same period in 2017. 2017 Long-Term Incentive Compensation Plan (“2017 Plan”) Total Authorized under the plan (Shareholders) 6,500,000 Total Registered under the plan (S-8 dated June 14, 2017 and April 13, 2018) 6,500,000 Shares issued under the plan 2,071,417 Reserved for Time-conditioned share awards 1,102,086 Reserved for outstanding Options 3,251,000 Available for grant at June 30, 2018 (Registered & Unregistered) 75,497 During the second quarter of 2018, 1,419,000 shares were issued or options granted under the 2017 Plan. Stock option activity is set forth below for the 2017 Plan: Options: Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2017 1,899,800 $ 1.00 Granted in 2018 1,419,000 $ 2.49 Forfeitures (Pre-vesting) (67,800 ) $ 1.00 Expirations (Post-vesting) - $ NA Outstanding as of June 30, 2018 3,251,000 $ 1.65 At June 30, 2017 and 2018, the unrecognized expense portion of stock-based awards granted to employees under the 2017 Plan was $0 and $3,248,852, respectively. Under the provisions of ASC 718, expensing takes place proportionally to the vesting associated with each stock-award, adjusted for cancellations, forfeitures and returns. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 7. Income taxes Income Taxes The following table presents details of the net provision (benefit) for income taxes: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Net Provision for income taxes 18,842 (67,782 ) 18,424 (66,495 ) 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 based upon an expected annual tax rate. |
Significant Customer and Geogra
Significant Customer and Geographical Information | 6 Months Ended |
Jun. 30, 2018 | |
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 Six Months Ended June 30, June 30, 2018 2017 2018 2017 Two largest customers 75.0 % 96.5 % 79.3 % 95.7 % The geographical distribution of our revenue, as a percentage of revenue, was as follows: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Europe 59.4 % 90.2 % 67.8 % 93.4 % All other (non-European) countries 40.6 % 9.8 % 32.2 % 6.6 % 100 % 100 % 100 % 100 % |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Note 9. Revenues Adoption of ASC Topic 606, "Revenue from Contracts with Customers" On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We recorded a net increase to opening retained earnings of $107,520 as of January 1, 2018 due to the cumulative impact of adopting Topic 606, with the impact primarily related to our installation revenues that were previously deferred for which the performance obligation was determined to be complete as of the date of adoption. The impact to revenues to be recognized for the six months ended June 30, 2018 was a decrease of $107,520 as a result of applying Topic 606, relating to the aforementioned installation revenues and an increase to the accumulated deficit. The impact to previously reported net billings in excess of revenue as a result of ASC Topic 606 is as follows: As of December 31, 2017 Reported Adjusted Net billings in excess of revenue $ 242,986 $ 135,466 Total revenues $ 13,547,507 $ 13,547,507 Revenue Recognition Our revenues represent amounts earned for our mobile and security solutions. Our solutions take many forms but our revenue generally consists of fixed and/or variable charges for services delivered monthly under a combined services and SaaS model. We also offer discrete (one-time) services for implementation and for development of specific functionality to properly service our customers. The following table presents our revenues disaggregated by revenue source: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (1) Monthly Service $ 4,277,289 $ 3,003,786 $ 7,772,831 $ 5,641,620 Installation and Software Development 1,725,891 235,389 2,342,919 392,498 Total revenues $ 6,003,180 $ 3,239,175 $ 10,115,750 $ 6,034,118 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. Monthly services revenues are recognized at a point in time and amounted to $7,772,831 for the period ended June 30, 2018. Installation and software development revenues are recognized over time and amounted to $2,342,919 for the period ended June 30, 2018. The following table presents our revenues disaggregated by geography, based on the billing addresses of our customers Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (1) Europe $ 3,563,089 $ 2,928,429 $ 7,772,831 $ 5,641,620 Other geographic areas 2,440,091 310,746 2,342,919 392,498 Total revenues $ 6,003,180 $ 3,239,175 $ 10,115,750 $ 6,034,118 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. Monthly Service Revenues The Company’s performance obligations in a monthly SaaS and service offerings are simultaneously received and consumed by the customer and therefore, are recognized over time. For recognition purposes, we do not unbundle such services into separate performance obligations. The Company typically bills its customer at the end of each month, with payment to be received shortly thereafter. The fees charged may include a combination of fixed and variable charges with the variable charges tied to the number of subscribers or some other measure of volume. Although the consideration may be variable, the volumes are easily estimable at the time of billing, with “true-up” adjustments occurring in the subsequent month. As such adjustments have not historically been material, no amounts of variable consideration are subject to constraint. Installation and Software Development Revenues The Company’s other revenues consist generally of installation and development projects. Installation represents the activities necessary for a customer to obtain access and connectivity to the Company’s monthly SaaS and service offerings. While installation may require separate phases, it represents one promise within the context of the contract. Development consists of programming and other services to add new, additional or customized functionality to a customer’s existing service offerings. Each development activity is typically its own performance obligation. Revenue is recognized over time if the installation and development activities create an asset that has no alternative use for which the Company is entitled to receive payment for performance completed to date. If not, then revenue is not recognized until the applicable performance obligation is satisfied. Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers. Net Billings in Excess of Revenues The Company records net billings in excess of revenues when payments are made or due in advance of our performance, including amounts which are refundable. The increase in net billings in excess of revenues of $15,918 for the six months ended June 30, 2018 is primarily driven by an increase in invoices due in advance of satisfying our performance obligations which was $258,904 as of June 30, 2018 compared to $242,986 for December 31, 2017. Payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, payment is required before the products or services are delivered to the customer. Contract Assets Given the nature of the Company’s services and contracts, it has no contract assets. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 10. Subsequent Events On July 31, 2018, the Company filed a prospectus, following the filing of a registration statement on Form S-3, announcing the resale of an aggregate of 7,151,146 shares of common stock, par value $0.00001 per share, issuable upon the exercise of warrants issued to investors in a private placement offering conducted by the Company and closed on December 5, 2017. On July 25, 2018, the last reported sale price of the Company’s common stock on the New York Stock Exchange was $2.93 per share. The selling stockholders may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Company has paid all of the registration expenses incurred in connection with the registration of the shares, but the Company will not pay any of the selling commissions, brokerage fees or related expenses. On August 3, 2018, the Company filed a DEFM14A (the “Proxy Statement”), announcing the proposed acquisition of Artilium plc, a public limited company registered in England and Wales (“Artilium”). In connection with the proposed acquisition, Artilium shareholders would be entitled to receive, for each Artilium ordinary share held by such shareholders, 1.9 pence in cash and 0.1016 new shares of the Company’s common stock, resulting in the issuance of an aggregate of approximately 37,852,076 new shares of the Company’s common stock. Following the transaction, Artilium shareholders will own approximately 35.14% of the Company’s fully diluted common stock and the Company would acquire the entire issued and to be issued ordinary shares of Artilium. Further, under the Proxy Statement, the Company announced its proposed 2018 Long-Term Incentive Compensation Plan, including the reservation of eight million (8,000,000) shares of common stock with a 15% annual increase to the total number of reserved shares thereunder. On August 6, 2018, the Company entered into an Increased Independent Director Duties & Fee Proposal Agreement (the “Agreement”) between the Company and Mr. Yves van Sante, an independent director of the Company. The Agreement provides for certain compensation to be paid to Mr. van Sante, including the following: $105,000 to be paid to Mr. van Sante in consideration of his current duties and annual remuneration; $75,000 to be paid to Mr. van Sante in consideration of his performance of additional duties relating to Pareteum’s forecasted future global operations in Asia and Europe; and $120,000 to be paid to Mr. van Sante as a one-off extraordinary service bonus award in consideration of extraordinary service to the Company during 2017 and 2018. |
Description of Business, Basi16
Description of Business, Basis of Presentation and Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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 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, 2017, included in our 2017 Annual Report on Form 10-K filed with the SEC on March 30, 2018, referred to as our 2017 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 six months ended June 30, 2018 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 1, “Business and Summary of Significant Accounting Policies,” of our 2017 Annual Report. There have been no material changes to our significant accounting policies during the six months ended June 30, 2018. |
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, 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. |
Reclassification, Policy [Policy Text Block] | Reclassification Certain reclassifications have been made to the Company’s consolidated financial statements for the prior years to conform to the current year presentation. Such reclassifications had no impact on net income/ (loss) or net cash flows. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) "Revenue from Contracts with Customers." Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605), and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. See Note 9 for further details. |
Supplemental Financial Inform17
Supplemental Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Financial Information [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | The following tables present details of our condensed consolidated financial statements: June 30, December 31, Prepaid expenses and other current assets 2018 2017 Prepaid Expenses - Other $ 569,761 $ 576,277 Prepaid Expenses - Professional Services 230,816 - VAT 374,040 324,092 $ 1,174,617 $ 900,369 |
Property, Plant and Equipment [Table Text Block] | June 30, December 31, Property and equipment 2018 2017 Furniture and fixtures $ 139,857 $ 139,857 Computer, communications and network equipment 17,110,130 17,020,421 Software 4,039,554 2,899,794 Automobiles 10,744 10,744 Software development 619,566 398,654 Acc. Depreciation Property & Equipment (17,239,845 ) (15,755,760 ) $ 4,680,006 $ 4,713,710 |
Schedule of Accrued Liabilities [Table Text Block] | June 30, December 31, Accrued expenses and other payables 2018 2017 Accrued selling, general and administrative expenses $ 1,842,921 $ 3,463,800 Accrued cost of service 545,389 413,942 Accrued taxes (including VAT) 804,417 877,366 Accrued interest payable 183,821 96,801 Other accrued expenses 321,283 398,221 $ 3,697,831 $ 5,250,130 |
Convertible Debt [Table Text Block] | Outstanding June 30, 2018 Closing(s) during 2018 Regular Amortizations (during 2018) Conversions (during 2018) including accelerated amortization December 31, 2017 9% Unsecured Convertible Note (Private Offering Q4- 2015 – Q1-2016 $ (134,013 ) $ - $ (30,038 ) $ - $ (103,975 ) 9% Saffelberg Note (Unsecured Convertible) (622,023 ) - (42,151 ) - (579,873 ) $ (756,036 ) $ - $ (72,189 ) $ - $ (683,848 ) |
Schedule of Warrant And Conversion Feature Liabilities [Table Text Block] | Fair Market Value Warrants & Conversion Feature FMV as of June 30, 2018 Additional closings during 2018 Agreement Amendments/ Conversions/ FX effect Mark to market adjustment Ytd-2018 FMV as of December 31, 2017 9% Saffelberg Note (Unsecured Convertible) $ - $ - $ (1,706,484 ) $ 279,581 $ 1,426,903 FMV Conversion Feature $ - $ - $ (1,706,484 ) $ 279,581 $ 1,426,903 9% Convertible Note Warrants - Saffelberg $ - $ - $ (204,896 ) $ 34,152 $ 170,744 FMV Warrant Liabilities $ - $ - $ (204,896 ) $ 34,152 $ 170,744 Total $ - $ - $ (1,911,380 ) $ 313,733 $ 1,597,647 |
Summary of Warrants and Debt Conversion Feature [Table Text Block] | The outstanding number of derivatives developed as per below movement schedule for the second quarter of 2018. Number of underlying shares for Warrants & Conversion Features Outstanding June 30, 2018 Agreement Amendments / Interest effects Exercises / Conversions / Expirations Outstanding December 31, 2017 9% Convertible Note - Investors 61,556 527 - 61,029 9% Convertible Note - Saffelberg 387,913 (472,030 ) - 859,943 Outstanding Conversion Features 449,469 (471,503 ) - 920,972 13%+Eurodollar Senior Secured - - (2,400,000 ) 2,400,000 2017 Registered Public Offering 508,970 - (766,830 ) 1,275,800 Investor Management Services 710,000 - - 710,000 9% Convertible Note Warrants 520,373 - - 520,373 2013 Convertible Notes 140,000 - - 140,000 Other 9% Convertible Note Warrants 96,520 - - 96,520 2017 Registered Public Offering Agent Warrants 110,279 - (63,888 ) 174,167 9% Convertible Note 7% Agent Warrants 66,230 - - 66,230 Oct-2017 Shelf take Down Agent Warrants 843 74,750 (73,907 ) - Nov-2017 Underwriter Agreement Investor Warrants 168,819 - (2,669,677 ) 2,838,496 Nov-2017 Underwriter Agreement Agent Warrants 982,744 - (652,174 ) 1,634,918 Dec-2017 SPA Investor Warrants 6,374,086 - (777,060 ) 7,151,146 Dec-2017 SPA Agent warrants 357,557 - - 357,557 May-2018 Public Offering Agent Warrants 122,000 122,000 - - Preferred Share Conversion Warrants 731,798 - - 731,798 Preferred Share issuance 8% Agent Warrants 38,827 - - 38,827 Outstanding Warrants 10,929,046 196,750 (7,403,536 ) 18,135,832 Total 11,378,515 (274,753 ) (7,403,536 ) 19,056,804 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The table below summarizes the warrants outstanding as of June 30, 2018 and as of December 31, 2017: Outstanding Warrants Exercise/ Conversion price(s) (range) Expiring June 30, 2018 December 31, 2017 Equity Warrants - Fundraising $1.05 - $5.375 2018 - 2023 10,929,046 18,039,312 Liability Warrants - Fundraising NA 2021 - 96,520 10,929,046 18,135,832 |
Amended and Restated 2008 Lon19
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reconciliation Of Registered And Available Shares And Or Options [Table Text Block] | Amended and Restated 2008 Long-Term Incentive Compensation Plan (“2008 Plan”) Total Authorized under the plan 2,240,000 Shares issued in prior years 1,074,824 Outstanding options 251,266 Available for grant at June 30, 2018 (Registered and Unregistered) 913,910 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock option activity is set forth below for the 2008 Plan: Options: Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2017 1,128,384 $ 9.40 Cancelled January 1, 2018 (786,697 ) $ 6.33 Forfeitures (Pre-vesting) (175 ) $ 3.07 Expirations (Post-vesting) (90,246 ) $ 25.60 Outstanding as of June 30, 2018 251,266 $ 13.18 |
Long Term Incentives Compensation Plan 2017 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reconciliation Of Registered And Available Shares And Or Options [Table Text Block] | 2017 Long-Term Incentive Compensation Plan (“2017 Plan”) Total Authorized under the plan (Shareholders) 6,500,000 Total Registered under the plan (S-8 dated June 14, 2017 and April 13, 2018) 6,500,000 Shares issued under the plan 2,071,417 Reserved for Time-conditioned share awards 1,102,086 Reserved for outstanding Options 3,251,000 Available for grant at June 30, 2018 (Registered & Unregistered) 75,497 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Options: Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2017 1,899,800 $ 1.00 Granted in 2018 1,419,000 $ 2.49 Forfeitures (Pre-vesting) (67,800 ) $ 1.00 Expirations (Post-vesting) - $ NA Outstanding as of June 30, 2018 3,251,000 $ 1.65 |
Income taxes (Tables)
Income taxes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 (benefit) for income taxes: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Net Provision for income taxes 18,842 (67,782 ) 18,424 (66,495 ) |
Significant Customer and Geog21
Significant Customer and Geographical Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 Six Months Ended June 30, June 30, 2018 2017 2018 2017 Two largest customers 75.0 % 96.5 % 79.3 % 95.7 % The geographical distribution of our revenue, as a percentage of revenue, was as follows: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Europe 59.4 % 90.2 % 67.8 % 93.4 % All other (non-European) countries 40.6 % 9.8 % 32.2 % 6.6 % 100 % 100 % 100 % 100 % |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Impact of previously reported net billings in excess of revenue [Table Text Block] | The impact to previously reported net billings in excess of revenue as a result of ASC Topic 606 is as follows: As of December 31, 2017 Reported Adjusted Net billings in excess of revenue $ 242,986 $ 135,466 Total revenues $ 13,547,507 $ 13,547,507 |
Disaggregation of Revenue [Table Text Block] | The following table presents our revenues disaggregated by revenue source: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (1) Monthly Service $ 4,277,289 $ 3,003,786 $ 7,772,831 $ 5,641,620 Installation and Software Development 1,725,891 235,389 2,342,919 392,498 Total revenues $ 6,003,180 $ 3,239,175 $ 10,115,750 $ 6,034,118 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Revenue from External Customers by Geographic Areas [Table Text Block] | The following table presents our revenues disaggregated by geography, based on the billing addresses of our customers Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (1) Europe $ 3,563,089 $ 2,928,429 $ 7,772,831 $ 5,641,620 Other geographic areas 2,440,091 310,746 2,342,919 392,498 Total revenues $ 6,003,180 $ 3,239,175 $ 10,115,750 $ 6,034,118 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Financial Condition (Details Te
Financial Condition (Details Textual) - USD ($) | Aug. 03, 2018 | May 09, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jul. 31, 2018 | Jul. 25, 2018 | Dec. 31, 2017 |
Financial Condition [Line Items] | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 1,577,327 | $ (1,326,631) | $ (452,375) | $ (2,646,591) | |||||
Retained Earnings (Accumulated Deficit) | $ (300,020,851) | (300,020,851) | $ (299,543,213) | ||||||
Proceeds from Warrant Exercises | $ 3,070,110 | $ 0 | |||||||
Class Of Warrant Or Right Number Of Warrants Exercised | 7,403,536 | ||||||||
Stock Issued During Period Warrants Exercised | 5,914,270 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Shares Issued, Price Per Share | $ 2.50 | ||||||||
Common Stock, Shares, Issued | 2,440,000 | 55,656,115 | 55,656,115 | 46,617,093 | |||||
Proceeds from Issuance of Common Stock | $ 6,100,000 | ||||||||
Subsequent Event [Member] | |||||||||
Financial Condition [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | ||||||||
Number of Stock Issuable Upon Exercise of Warrants | 7,151,146 | ||||||||
Share Price | $ 2.93 | $ 2.93 | |||||||
Business Combination Consideration Description | In connection with the proposed acquisition, Artilium shareholders would be entitled to receive, for each Artilium ordinary share held by such shareholders, 1.9 pence in cash and 0.1016 new shares of the Company’s common stock, resulting in the issuance of an aggregate of approximately 37,852,076 new shares of the Company’s common stock. | ||||||||
Business Acquisition Equity Interest Issued or Issuable Percentage | 35.14% | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 37,852,076 | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 8,000,000 | ||||||||
Common Stock Proposed Increase in Percentage of Capital Shares Reserved for Future Issuance | 15.00% |
Supplemental Financial Inform24
Supplemental Financial Information (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Supplemental Financial Information [Line Items] | ||
Prepaid Expenses - Other | $ 569,761 | $ 576,277 |
Prepaid Expenses - Professional Services | 230,816 | 0 |
VAT | 374,040 | 324,092 |
Prepaid Expense and Other Assets, Current | $ 1,174,617 | $ 900,369 |
Supplemental Financial Inform25
Supplemental Financial Information (Details 1) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Less: accumulated depreciation and amortization | $ (17,239,845) | $ (15,755,760) |
Total property and equipment, net | 4,680,006 | 4,713,710 |
Automobiles [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 10,744 | 10,744 |
Furniture and Fixtures [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 139,857 | 139,857 |
Technology Equipment [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 17,110,130 | 17,020,421 |
Software and Software Development Costs [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | 4,039,554 | 2,899,794 |
Software Development [Member] | ||
Property, Plant and Equipment, Gross | $ 619,566 | $ 398,654 |
Supplemental Financial Inform26
Supplemental Financial Information (Details 2) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Supplemental Financial Information [Line Items] | ||
Accrued selling, general and administrative expenses | $ 1,842,921 | $ 3,463,800 |
Accrued cost of service | 545,389 | 413,942 |
Accrued taxes (including VAT) | 804,417 | 877,366 |
Accrued interest payable | 183,821 | 96,801 |
Other accrued expenses | 321,283 | 398,221 |
Accrued Liabilities, Current | $ 3,697,831 | $ 5,250,130 |
Supplemental Financial Inform27
Supplemental Financial Information (Details 3) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 29, 2018 | Dec. 31, 2017 | |
Supplemental Financial Information [Line Items] | |||
Convertible Note Principal Amount | $ (756,036) | $ (683,848) | |
Debt Discounts & Financing Costs, Total Amortizations | (72,189) | ||
Debt Discounts & Financing Costs, accelerated amortization | 0 | ||
9% Unsecured Convertible Note[Member] | |||
Supplemental Financial Information [Line Items] | |||
Convertible Note Principal Amount | (134,013) | (103,975) | |
Debt Discounts & Financing Costs, Total Amortizations | (30,038) | ||
Debt Discounts & Financing Costs, accelerated amortization | 0 | ||
9% Saffelberg Note [Member] | |||
Supplemental Financial Information [Line Items] | |||
Convertible Note Principal Amount | (622,023) | $ (723,900) | $ (579,873) |
Debt Discounts & Financing Costs, Total Amortizations | (42,151) | ||
Debt Discounts & Financing Costs, accelerated amortization | 0 | ||
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) | 6 Months Ended |
Jun. 30, 2018USD ($)shares | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2017 | $ | $ 1,597,647 |
Outstanding Balance at December 31, 2017 (in shares) | 19,056,804 |
Additional closings during 2018 | $ | $ 0 |
Agreement Amendments/Conversions/FX effect | $ | (1,911,380) |
Mark to market adjustment Ytd-2018 | $ | $ 313,733 |
Agreement Amendments / Interest effects (in shares) | (274,753) |
Exercises / Conversions / Expirations (in shares) | (7,403,536) |
FMV as of June 30, 2018 | $ | $ 0 |
Outstanding Balance at June 30, 2018 (in shares) | 11,378,515 |
Fair Market Value Debt Conversion [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2017 | $ | $ 1,426,903 |
Additional closings during 2018 | $ | 0 |
Agreement Amendments/Conversions/FX effect | $ | (1,706,484) |
Mark to market adjustment Ytd-2018 | $ | 279,581 |
FMV as of June 30, 2018 | $ | $ 0 |
Outstanding Conversion Features [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 920,972 |
Agreement Amendments / Interest effects (in shares) | (471,503) |
Exercises / Conversions / Expirations (in shares) | 0 |
Outstanding Balance at June 30, 2018 (in shares) | 449,469 |
Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 18,135,832 |
Agreement Amendments / Interest effects (in shares) | 196,750 |
Exercises / Conversions / Expirations (in shares) | (7,403,536) |
Outstanding Balance at June 30, 2018 (in shares) | 10,929,046 |
9% Convertible Note - Investors [Member] | Outstanding Conversion Features [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 61,029 |
Agreement Amendments / Interest effects (in shares) | 527 |
Exercises / Conversions / Expirations (in shares) | 0 |
Outstanding Balance at June 30, 2018 (in shares) | 61,556 |
9% Convertible Note - Saffelberg [Member] | Fair Market Value Debt Conversion [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2017 | $ | $ 1,426,903 |
Additional closings during 2018 | $ | 0 |
Agreement Amendments/Conversions/FX effect | $ | (1,706,484) |
Mark to market adjustment Ytd-2018 | $ | 279,581 |
FMV as of June 30, 2018 | $ | $ 0 |
9% Convertible Note - Saffelberg [Member] | Outstanding Conversion Features [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 859,943 |
Agreement Amendments / Interest effects (in shares) | (472,030) |
Exercises / Conversions / Expirations (in shares) | 0 |
Outstanding Balance at June 30, 2018 (in shares) | 387,913 |
13%+Eurodollar Senior Secured [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 2,400,000 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | (2,400,000) |
Outstanding Balance at June 30, 2018 (in shares) | 0 |
2017 Registered Public Offering [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 1,275,800 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | (766,830) |
Outstanding Balance at June 30, 2018 (in shares) | 508,970 |
Investor Management Services [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 710,000 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | 0 |
Outstanding Balance at June 30, 2018 (in shares) | 710,000 |
9% Convertible Note Warrants [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 520,373 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | 0 |
Outstanding Balance at June 30, 2018 (in shares) | 520,373 |
2013 Convertible Notes [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 140,000 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | 0 |
Outstanding Balance at June 30, 2018 (in shares) | 140,000 |
Other 9% Convertible Note Warrants [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 96,520 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | 0 |
Outstanding Balance at June 30, 2018 (in shares) | 96,520 |
2017 Registered Public Offering Agent Warrants [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 174,167 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | (63,888) |
Outstanding Balance at June 30, 2018 (in shares) | 110,279 |
9% Convertible Note 7% Agent Warrants [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 66,230 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | 0 |
Outstanding Balance at June 30, 2018 (in shares) | 66,230 |
Preferred Share Conversion Warrants [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 731,798 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | 0 |
Outstanding Balance at June 30, 2018 (in shares) | 731,798 |
Preferred Share issuance 8% Agent Warrants [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 38,827 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | 0 |
Outstanding Balance at June 30, 2018 (in shares) | 38,827 |
Convertible Note Warrants - Other Investor [Member] | Fair Market Value Debt Conversion [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2017 | $ | $ 170,744 |
Additional closings during 2018 | $ | 0 |
Agreement Amendments/Conversions/FX effect | $ | (204,896) |
Mark to market adjustment Ytd-2018 | $ | 34,152 |
FMV as of June 30, 2018 | $ | $ 0 |
Nov-2017 Underwriter Agreement Investor Warrants [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 2,838,496 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | (2,669,677) |
Outstanding Balance at June 30, 2018 (in shares) | 168,819 |
Nov-2017 Underwriter Agreement Agent Warrants [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 1,634,918 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | (652,174) |
Outstanding Balance at June 30, 2018 (in shares) | 982,744 |
Dec-2017 SPA Investor Warrants [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 7,151,146 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | (777,060) |
Outstanding Balance at June 30, 2018 (in shares) | 6,374,086 |
Dec-2017 SPA Agent warrants [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 357,557 |
Agreement Amendments / Interest effects (in shares) | 0 |
Exercises / Conversions / Expirations (in shares) | 0 |
Outstanding Balance at June 30, 2018 (in shares) | 357,557 |
Oct-2017 Shelf take Down Agent Warrants [Member | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 74,750 |
Exercises / Conversions / Expirations (in shares) | (73,907) |
Outstanding Balance at June 30, 2018 (in shares) | 843 |
May-2018 Public Offering Agent Warrants [Member] | Outstanding Warrants [Member] | |
Supplemental Financial Information [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 122,000 |
Exercises / Conversions / Expirations (in shares) | 0 |
Outstanding Balance at June 30, 2018 (in shares) | 122,000 |
Warranty Obligations [Member] | |
Supplemental Financial Information [Line Items] | |
FMV as of December 31, 2017 | $ | $ 170,744 |
Additional closings during 2018 | $ | 0 |
Agreement Amendments/Conversions/FX effect | $ | (204,896) |
Mark to market adjustment Ytd-2018 | $ | 34,152 |
FMV as of June 30, 2018 | $ | $ 0 |
Supplemental Financial Inform29
Supplemental Financial Information (Details Textual) - USD ($) | Jun. 30, 2018 | Jun. 29, 2018 | Dec. 31, 2017 |
Debt Instrument, Face Amount | $ 756,036 | $ 683,848 | |
Class of Warrant or Right, Outstanding | 10,929,046 | 18,135,832 | |
Adjusted Exercise Price of Warrants | $ 2.37 | ||
Warrant [Member] | |||
Class of Warrant or Right, Outstanding | 96,250 | ||
Saffelberg Note [Member] | |||
Debt Instrument, Face Amount | $ 622,023 | $ 723,900 | $ 579,873 |
Debt InstrumentPrincipal and Interest to be Repaid | $ 262,735 | ||
Debt Instrument, Convertible, Conversion Price | $ 2.37 | ||
Debt Conversion Original Debt Convertible Amount | $ 723,900 | ||
Debt Conversion Convertible Instrument Shares Issuable | 387,913 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 10,929,046 | 18,135,832 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.71 | |
Equity Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 10,929,046 | 18,039,312 |
Liability Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 0 | 96,520 |
Class of Warrant or Right 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 | $ 1.05 | |
Class of Warrant or Right Expiration Date | Dec. 31, 2018 | |
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 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | May 09, 2018 | |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |
Common Stock, Shares, Issued | 55,656,115 | 46,617,093 | 2,440,000 |
Common Stock, Shares, Outstanding | 55,656,115 | 46,617,093 | |
Stock Issued During Period, Shares, Period Increase (Decrease) | 9,039,022 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.71 | ||
Class of Warrant or Right, Outstanding | 10,929,046 | 18,135,832 | |
Stock Issued During Period, Shares, New Issues | 2,453,400 | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 502,970 | ||
Stock Issued During Period, Shares, Issued for Services | 123,553 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 44,829 | ||
Stock Issued During Period Warrants Exercised | 5,914,270 | ||
Warrants - Fundraising [Member] | |||
Class of Warrant or Right, Outstanding | 10,929,046 | 18,039,312 | |
Liability Warrants Fundraising [Member] | |||
Class of Warrant or Right, Outstanding | 0 | 96,520 |
Amended and Restated 2008 Lon32
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Details) - 2008 Long-Term Incentive Plan [Member] - shares | Jun. 30, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Authorized under the plan | 2,240,000 | |
Shares issued in prior years | 1,074,824 | |
Outstanding options | 251,266 | 1,128,384 |
Available for grant at June 30, 2018 (Registered and Unregistered) | 913,910 |
Amended and Restated 2008 Lon33
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Details 1) - 2008 Long-Term Incentive Plan [Member] | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding as of December 31, 2017 | shares | 1,128,384 |
Number of Options, Cancelled January | shares | (786,697) |
Number of Options, Forfeitures (Pre-vesting) | shares | (175) |
Number of Options, Expirations (Post-vesting) | shares | (90,246) |
Number of Options, Outstanding as of June 30, 2018 | shares | 251,266 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 9.40 |
Weighted Average Exercise Price, Cancelled January | $ / shares | 6.33 |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) (in dollars per share) | $ / shares | 3.07 |
Weighted Average Exercise Price, Expirations (Post-vesting) (in dollars per share) | $ / shares | 25.60 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 13.18 |
Amended and Restated 2008 Lon34
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Details 2) - Long-Term Incentive Compensation Plan 2017 [Member] | 6 Months Ended |
Jun. 30, 2018shares | |
Total Authorized under the plan (Shareholders) | 6,500,000 |
Total Registered under the plan (S-8 dated June 14, 2017 and April 13, 2018) | 6,500,000 |
Shares issued under the plan | 2,071,417 |
Reserved for Time-conditioned share awards | 1,102,086 |
Reserved for outstanding Options | 3,251,000 |
Available for grant at June 30, 2018 (Registered & Unregistered) | 75,497 |
Amended and Restated 2008 Lon35
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Details 3) - Long Term Incentives Compensation Plan 2017 [Member] | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of Options, Outstanding as of December 31, 2017 | 1,899,800 |
Granted in 2018 | 1,419,000 |
Number of Options, Forfeitures (Pre-vesting) | (67,800) |
Number of Options, Expirations (Post-vesting) | 0 |
Number of Options, Outstanding as of June 30, 2018 | 3,251,000 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 1 |
Weighted Average Exercise Price, Granted in 2017 | $ / shares | 2.49 |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) | $ / shares | 1 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 1.65 |
Amended and Restated 2008 Lon36
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Details Textual) - USD ($) | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
2008 Long-Term Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0 | $ 843,467 |
Long Term Incentives Compensation Plan 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 3,248,852 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,419,000 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Line Items] | ||||
Net Provision for income taxes | $ 18,842 | $ (67,782) | $ 18,424 | $ (66,495) |
Significant Customer and Geog38
Significant Customer and Geographical Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Concentration Risk [Line Items] | ||||
Percentage of revenues | 100.00% | 100.00% | 100.00% | 100.00% |
Europe [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of revenues | 59.40% | 90.20% | 67.80% | 93.40% |
All other (non-European) countries | ||||
Concentration Risk [Line Items] | ||||
Percentage of revenues | 40.60% | 9.80% | 32.20% | 6.60% |
Two Largest Customers [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of revenues | 75.00% | 96.50% | 79.30% | 95.70% |
Revenues (Details)
Revenues (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | [1] | Dec. 31, 2017 | |
Billings in Excess of Cost, Current | $ 258,904 | $ 258,904 | $ 242,986 | |||
Total revenues | $ 6,003,180 | $ 3,239,175 | $ 10,115,750 | $ 6,034,118 | ||
Scenario, Previously Reported [Member] | ||||||
Billings in Excess of Cost, Current | 242,986 | |||||
Total revenues | 13,547,507 | |||||
Restatement Adjustment [Member] | ||||||
Billings in Excess of Cost, Current | 135,466 | |||||
Total revenues | $ 13,547,507 | |||||
[1] | As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Revenues (Details 1)
Revenues (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | [1] | |
Revenues | $ 6,003,180 | $ 3,239,175 | $ 10,115,750 | $ 6,034,118 | |
Software Development [Member] | |||||
Revenues | 1,725,891 | 235,389 | 2,342,919 | 392,498 | |
Monthly service [Member] | |||||
Revenues | $ 4,277,289 | $ 3,003,786 | $ 7,772,831 | $ 5,641,620 | |
[1] | As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Revenues (Details 2)
Revenues (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | [1] | |
Revenues | $ 6,003,180 | $ 3,239,175 | $ 10,115,750 | $ 6,034,118 | |
Europe [Member] | |||||
Revenues | 3,563,089 | 2,928,429 | 7,772,831 | 5,641,620 | |
Other geographic areas [Member] | |||||
Revenues | $ 2,440,091 | $ 310,746 | $ 2,342,919 | $ 392,498 | |
[1] | As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Revenues (Details Textual)
Revenues (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | [1] | Dec. 31, 2017 | |
Cumulative Effect on Retained Earnings, Net of Tax | $ 107,520 | $ 107,520 | ||||
Revenues | $ 6,003,180 | $ 3,239,175 | 10,115,750 | $ 6,034,118 | ||
Increase (Decrease) in Billing in Excess of Cost of Earnings | 15,918 | |||||
Billings in Excess of Cost, Current | 258,904 | 258,904 | $ 242,986 | |||
Software Development [Member] | ||||||
Revenues | 1,725,891 | 235,389 | 2,342,919 | 392,498 | ||
Monthly service [Member] | ||||||
Revenues | $ 4,277,289 | $ 3,003,786 | $ 7,772,831 | $ 5,641,620 | ||
[1] | As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Aug. 03, 2018 | Aug. 06, 2018 | Jul. 31, 2018 | Jul. 25, 2018 | Jun. 30, 2018 | May 09, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | ||||||
Number of Stock Issuable Upon Exercise of Warrants | 7,151,146 | ||||||
Share Price | $ 2.93 | $ 2.93 | |||||
Business Combination Consideration Description | In connection with the proposed acquisition, Artilium shareholders would be entitled to receive, for each Artilium ordinary share held by such shareholders, 1.9 pence in cash and 0.1016 new shares of the Company’s common stock, resulting in the issuance of an aggregate of approximately 37,852,076 new shares of the Company’s common stock. | ||||||
Business Acquisition Equity Interest Issued or Issuable Percentage | 35.14% | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 37,852,076 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 8,000,000 | ||||||
Common Stock Proposed Increase in Percentage of Capital Shares Reserved for Future Issuance | 15.00% | ||||||
Officers Compensation Payable for Current Duties and Annual Remuneration | $ 105,000 | ||||||
Officers Compensation Payable for Additional Duties Relating to Forecasted Future Global Operations | 75,000 | ||||||
Officers Compensation Payable for One Off Extraordinary Service Bonus Award | $ 120,000 |