Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 09, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | PARETEUM Corp | |
Entity Central Index Key | 0001084384 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | TEUM | |
Entity Common Stock, Shares Outstanding | 110,921,738 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 10,699,061 | $ 6,051,709 |
Restricted cash | 704,779 | 430,655 |
Accounts receivable, net of an allowance for doubtful accounts of $1,307,071 at March 31, 2019 and $1,021,179 at December 31, 2018 | 28,644,699 | 15,361,594 |
Prepaid expenses and other current assets | 3,633,668 | 2,083,950 |
Total current assets | 43,682,207 | 23,927,908 |
NON-CURRENT ASSETS | ||
OTHER ASSETS | 575,790 | 45,336 |
RIGHT OF USE LEASE ASSETS | 3,136,015 | 0 |
NOTE RECEIVABLE | 3,763,103 | 1,082,436 |
PROPERTY AND EQUIPMENT, NET | 5,184,312 | 4,553,250 |
INTANGIBLE ASSETS, NET | 60,706,494 | 39,658,325 |
GOODWILL | 119,898,741 | 91,773,911 |
TOTAL ASSETS | 236,946,662 | 161,041,166 |
CURRENT LIABILITIES | ||
Accounts payable and customer deposits | 25,079,940 | 10,337,629 |
Net billings in excess of revenues | 1,615,976 | 927,780 |
Accrued expenses and other payables | 12,566,851 | 7,952,380 |
Promissory note | 516,205 | 681,220 |
9% Unsecured subordinate convertible promissory note (net of debt discount and debt issuance costs) | 0 | 106,967 |
Total current liabilities | 39,778,972 | 20,005,976 |
LONG TERM LIABILITIES | ||
Senior secured debt | 21,806,879 | 0 |
Lease liabilities | 3,141,842 | 0 |
Other long term liabilities | 80,491 | 212,703 |
Deferred tax liabilities | 8,190,607 | 8,415,825 |
Related party loan | 342,000 | 341,998 |
Total long term liabilities | 33,561,819 | 8,970,526 |
Total liabilities | 73,340,791 | 28,976,502 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock $0.00001 par value, 50,000,000 shares authorized, 0 issued and outstanding as of March 31, 2019 and December 31, 2018 | 0 | 0 |
Common Stock $0.00001 par value, 500,000,000 shares authorized, 109,765,015 issued and outstanding as of March 31, 2019 and 97,852,911 shares issued and outstanding as of December 31, 2018 | 488,670,353 | 450,990,827 |
Accumulated other comprehensive loss | (6,660,584) | (6,300,780) |
Accumulated deficit | (318,403,898) | (312,625,383) |
Pareteum Corporation stockholders' equity | 163,605,871 | 132,064,664 |
NON-CONTROLLING INTEREST | 0 | 0 |
Total stockholders' equity | 163,605,871 | 132,064,664 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 236,946,662 | $ 161,041,166 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Allowance for Doubtful Accounts Receivable, Current | $ 1,307,071 | $ 1,021,179 |
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 | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 109,765,015 | 97,852,911 |
Common Stock, Shares, Outstanding | 109,765,015 | 97,852,911 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
REVENUES | $ 23,039,913 | $ 4,112,570 |
COST AND OPERATING EXPENSES | ||
Cost of service (excluding depreciation and amortization) | 10,068,283 | 1,194,523 |
Product development | 2,198,324 | 726,845 |
Sales and marketing | 2,564,912 | 688,998 |
General and administrative | 7,614,359 | 2,296,852 |
Restructuring and acquisition charges | 3,080,364 | 73,600 |
Depreciation and amortization of fixed and intangibles assets | 2,843,403 | 965,290 |
Total cost and operating expenses | 28,369,645 | 5,946,108 |
LOSS FROM OPERATIONS | (5,329,732) | (1,833,538) |
OTHER INCOME (EXPENSE) | ||
Interest income | 101,545 | 42,672 |
Interest expense | (548,860) | (63,758) |
Interest expense related to debt discount and conversion feature | (71,981) | (29,566) |
Amortization of deferred financing costs | (49,691) | (6,142) |
Changes in derivative liabilities | 0 | (313,733) |
Other (expense) income, net | (47,130) | 69,546 |
Total other expense | (616,117) | (300,981) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (5,945,849) | (2,134,519) |
Income tax benefit | (167,334) | (418) |
NET LOSS | (5,778,515) | (2,134,101) |
OTHER COMPREHENSIVE LOSS | ||
Foreign currency translation (loss) gain | (359,804) | 104,402 |
COMPREHENSIVE LOSS | $ (6,138,319) | $ (2,029,699) |
Net loss per common share and equivalents – basic | $ (0.06) | $ (0.04) |
Net loss per common share and equivalents – diluted | $ (0.06) | $ (0.04) |
Weighted average shares outstanding during the period – basic | 103,565,745 | 50,062,434 |
Weighted average shares outstanding during the period – diluted | 103,565,745 | 50,062,434 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] | Other comprehensive loss [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2017 | $ 15,421,533 | $ 321,271,437 | $ (6,306,691) | $ (299,543,213) |
Beginning Balance (in shares) at Dec. 31, 2017 | 46,617,093 | |||
Shares issued for warrant exercises | 2,542,250 | $ 2,542,250 | 0 | 0 |
Shares issued for warrant exercises (in shares) | 4,250,748 | |||
Stock awards issued to management | 283,000 | $ 283,000 | 0 | 0 |
Stock awards issued to management (in shares) | 100,000 | |||
Shares issued to consultants | $ 81,997 | $ 81,997 | $ 0 | $ 0 |
Shares issued to consultants (in shares) | 78,553 | |||
Shares granted but not yet issued | 526,749 | 526,749 | 0 | 0 |
Shares granted but not yet issued (in shares) | 0 | |||
Shares issued to senior secured lender | $ 0 | |||
Amortization of stock options expense | 160,821 | $ 160,821 | $ 0 | $ 0 |
Accumulated adjustment for accounting change | 107,520 | 0 | 107,520 | 0 |
Other comprehensive loss due to foreign exchange rate translation net of tax | (3,118) | 0 | (3,118) | 0 |
Net loss | (2,134,101) | 0 | 0 | (2,134,101) |
Ending Balance at Mar. 31, 2018 | 16,986,651 | $ 324,866,254 | (6,202,289) | (301,677,314) |
Ending Balance (in shares) at Mar. 31, 2018 | 51,046,394 | |||
Beginning Balance at Dec. 31, 2018 | 132,064,664 | $ 450,990,827 | (6,300,780) | (312,625,383) |
Beginning Balance (in shares) at Dec. 31, 2018 | 97,852,911 | |||
Shares issued for acquisitions | 29,253,287 | $ 29,253,287 | 0 | 0 |
Shares issued for acquisitions (in shares) | 9,865,412 | |||
Shares issued for warrant exercises | 647,447 | $ 647,447 | 0 | 0 |
Shares issued for warrant exercises (in shares) | 501,606 | |||
Services settled by issuance of shares | 725,251 | $ 1,552,636 | $ 0 | $ 0 |
Services settled by issuance of shares (in shares) | 336,294 | |||
Exercises of stock options | $ 69,567 | $ 69,567 | ||
Exercises of stock options (in shares) | 68,083 | |||
Shares granted but not yet issued | 1,516,475 | 1,516,475 | 0 | 0 |
Shares granted but not yet issued (in shares) | 37,014 | |||
Stock based compensation expense | $ 3,713,614 | $ 3,713,614 | $ 0 | $ 0 |
Stock based compensation expense (in shares) | 594,475 | |||
Shares issued to senior secured lender | 1,606,500 | $ 956,500 | 0 | 0 |
Shares issued to senior secured lender (in shares) | 425,000 | |||
Other comprehensive loss due to foreign exchange rate translation net of tax | (359,804) | $ 0 | (359,804) | 0 |
Net loss | (5,778,515) | 0 | 0 | (5,778,515) |
Ending Balance at Mar. 31, 2019 | $ 163,605,871 | $ 488,670,353 | $ (6,660,584) | $ (318,403,898) |
Ending Balance (in shares) at Mar. 31, 2019 | 109,765,015 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,778,515) | $ (2,134,101) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 2,843,403 | 965,290 |
Provision for doubtful accounts | 285,892 | 0 |
Stock based compensation | 3,713,614 | 1,077,625 |
Change in fair value of warrant liability | 0 | 313,733 |
Amortization of deferred financing costs | 49,690 | 6,142 |
Interest expense relating to debt discount and conversion feature | 71,981 | 29,566 |
Services settled by issuance of shares | 1,522,636 | 0 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (9,225,001) | 110,684 |
Decrease (increase) in prepaid expenses and other assets | 2,816,290 | (319,733) |
Increase in accounts payable and customer deposits | 3,421,002 | 307,619 |
(Decrease) increase in Net billings in excess of revenues | (1,237,464) | 54,885 |
(Decrease) in accrued expenses and other payables | (3,097,473) | (383,139) |
Net cash (used in) provided by operating activities | (4,613,945) | 28,571 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (765,370) | (433,749) |
Business combinations, net of cash acquired | (284,023) | 0 |
Investment in notes receivable | (2,700,000) | 0 |
Net cash (used in) investing activities | (3,749,393) | (433,749) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Exercise of warrants and options | 717,014 | 2,489,329 |
Repayments on other long term loans | 0 | (17,105) |
Increase in short term loans | 287,566 | 52,813 |
Financing related fees | (894,443) | 0 |
Proceeds from senior secured debt issued | 25,000,000 | 0 |
Principal repayment Senior Secured Loan | (11,669,963) | 0 |
Net cash provided by financing activities | 13,440,174 | 2,525,037 |
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (155,360) | 131,111 |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 4,921,476 | 2,250,970 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 6,482,364 | 13,737,675 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | 11,403,840 | 15,988,645 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | (33,057) | (4,937) |
Cash received during the period for interest | 41,606 | 0 |
Cash paid for income taxes | (5,570) | 0 |
NON-CASH FINANCING ACTIVITIES | ||
Shares issued for acquisitions | (30,654,194) | 0 |
Shares issued for conversions of notes and interest | (147,385) | 0 |
Shares issued for settlement of debt | (544,793) | 0 |
Shares issued to Senior Secured Lender | $ (1,606,500) | $ 0 |
Financial Condition
Financial Condition | 3 Months Ended |
Mar. 31, 2019 | |
FinancialConditionAbstract [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 1. Financial Condition As reflected in the accompanying condensed consolidated financial statements, Pareteum Corporation (“Pareteum,” the “Company,” “we,” “us,” or “our”) (NASDAQ: TEUM) reported a loss of $5,778,515 for the period ended March 31, 2019 and had an accumulated deficit of $318,403,898 as of March 31, 2019. |
Description of Business, Basis
Description of Business, Basis of Presentation and Use of Estimates | 3 Months Ended |
Mar. 31, 2019 | |
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. On February 12, 2019, we completed our previously announced acquisition of all of the issued and to be issued and outstanding shares of iPass, Inc., a Delaware corporation (“iPass” and the acquisition of iPass, the “iPass Acquisition”). iPass is a cloud-based service provider of global mobile connectivity, offering Wi-Fi access on any mobile device through its SaaS platform and is now a wholly-owned subsidiary of the Company. See Note 3 to the Unaudited Condensed Consolidated Financial Statements. Basis of Presentation of Interim Periods The interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP,”) for interim financial information and in accordance with the instructions to Securities and Exchange Commission (“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, 2018, included in our 2018 Annual Report on Form 10-K filed with the SEC on March 18, 2019, referred to as our 2018 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, 2019, are not necessarily indicative of the results to be expected for future quarters or the full year. All intercompany transactions and account balances have been eliminated in consolidation. As of March 31, 2019, the Company’s subsidiaries are: its wholly owned subsidiary Pareteum North America Corp. with its wholly owned subsidiary, Pareteum UK Ltd.; its wholly owned subsidiary Pareteum Asia PTE. Ltd.; its wholly owned subsidiary TBR Inc. (special purpose vehicle for iPass acquisition); its wholly-owned subsidiary Pareteum Europe B.V. (fka Elephant Talk Europe Holding B.V.) and its wholly owned subsidiaries, Elephant Talk Mobile Services B.V., Elephant Talk PRS Netherlands BV, Elephant Talk Deutschland GmbH (dormant), Elephant Talk Middle East & Africa (Holding) W.L.L., Elephant Talk Luxembourg SA (dormant), Guangzhou Elephant Talk Information Technology Limited (dormant), Elephant Talk Communications Italy S.R.L. (dormant), Elephant Talk Business Services W.L.L., Elephant Talk Middle East & Africa (Holding) Jordan L.L.C. (dormant).; its wholly owned Elephant Talk Communications Holding AG and its wholly owned subsidiaries Pareteum Spain SLU and ETC Carrier Services GmbH.; Pareteum Europe B.V. majority-owned subsidiaries Elephant Talk Bahrain W.L.L. (99%), ET de Mexico S.A.P.I. de C.V. (99.998%), ET-UTS NV; (51%) and LLC Pareteum (Russia) (50%) Elephant Talk; Elephant Talk Telecomunicação do Brasil LTDA, is owned 90 10 its wholly-owned subsidiary Elephant Talk Limited (“ETL”) and its wholly owned ET Guangdong Ltd. And its majority owned ( 50.54 Asesores Profesionales ETAK S. de RL. De C.V. is owned 99% by Pareteum Europe B.V.; its wholly owned subsidiary Artilium Group Ltd. And its wholly owned subsidiaries, Artilium NV, Speak UP BVBA, Ello Mobile BVBA, Artilium UK Ltd., Comsys Telecom & Media BV, Portalis BV, Comsys Connect GmbH, United Telecom N.V., Talking Sense BVBA, Wbase Comm. V, Artilium Trustee Company Limited, Comsys Connect BV, Livecom International BV, Comsys Connect AG and United Telecom BV; and its wholly owned subsidiary iPass, Inc. and its wholly owned subsidiaries iPass (U.K.) Limited, iPass France SAS, iPass Deutschland GmbH, iPass Holdings Pty Ltd., iPass Asia Pte Ltd., iPass Japan, Inc., iPass India Private Limited, iPass Ltd., GoRemote Internet Communications, Inc., GoRemote International Corporation, Axcelerant, Inc., Worldwide Axcelerant Group, Mobile Automation, Inc. and Safe3W, Inc. For a complete summary of our significant accounting policies, please refer to Note 1 , “Business and Summary of Significant Accounting Policies,” in Item 8 of our 2018 Annual Report. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP 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 and intangible assets acquired in our acquisitions of Artilium and iPass. Significant estimates include the bad debt allowance, revenue recognition, impairment of long-lived assets, 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 and those differences could be material. 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 loss or net cash flows. Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and lease liabilities in our condensed consolidated balance sheets. As of adoption of ASC 842 and as of March 31, 2019, the Company was not party to finance lease arrangements. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Under the available practical expedient, we account for the lease and non-lease components as a single lease component. Recently Adopted Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) (“ASU 2017-11”). ASU 2017-11 consists of two parts. The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common stockholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this update re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part II of this update do not require any transition guidance because those amendments do not have an accounting effect. ASU 2017-11 became effective for the Company on January 1, 2019. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases of $ million. $ Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles, Goodwill and Other (Topic 350) “Simplifying the Test for Goodwill Impairment |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 3. Business Combinations On November 12, 2018 , the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Purchaser, and iPass. Pursuant to the Merger Agreement, Purchaser, a wholly-owned subsidiary of the Company, commenced the offer for the “iPass Shares for the “Transaction Consideration, upon the terms and subject to the conditions set forth in the Prospectus/Offer to Exchange dated December 4, 2018 (together with any amendments and supplements thereto, the “Offer to Exchange”), and the related Letter of Transmittal. The Offer and withdrawal rights expired at 5 : 00 p.m. New York City time on February 12, 2019 , and promptly following such time Purchaser accepted for payment and promptly paid for all validly tendered iPass Shares in accordance with the terms of the Offer. The Company acquired 100% of the voting shares of iPass. On February 12, 2019, following acceptance and payment for the validly tendered iPass Shares and pursuant to the terms and conditions of the Merger Agreement, the Company completed its acquisition of iPass from the stockholders of iPass when Purchaser merged with and into iPass, with iPass surviving as a wholly owned subsidiary of the Company (the “Merger”). The Merger was governed by Section 251(h) of the Delaware General Corporation Law, as amended (the “DGCL”) with no stockholder vote required to consummate the Merger. At the effective time of the Merger, each iPass Share outstanding was converted into the right to receive the Transaction Consideration. The iPass Shares are no longer listed on the Nasdaq Capital Market. As part of the acquisition, the Company issued 9,865,412 common shares to shareholders and 705,000 shares were granted to employees. The allocation of the purchase price was as follows (in thousands): Purchase consideration: Shares issued to shareholders $ 29,253 Shares issued to employees 1,401 Total purchase consideration $ 30,654 Purchase price allocation: Assets: Cash and cash equivalents $ 284 Accounts receivable, net 4,344 Property, plant and equipment, net 1,092 Other assets 4,863 Intangible assets 22,700 Total assets 33,283 Liabilities: Accounts payable 11,321 Deferred revenue 1,701 Loans outstanding 10,989 Other liabilities 6,743 Total liabilities 30,754 Estimated fair value of net assets acquired 2,529 Goodwill $ 28,125 The period ended March 31, 2019, consolidated financial statements included iPass and its subsidiaries from the closing date of February 12, 2019, acquisition date through March 31, 2019. The allocation of the purchase price for iPass’s intangible assets were as follows (in thousands): Estimated Fair Value Useful Life (Years) Developed Technology $ 5,500 8 Customer relationships 15,500 11 Tradename 1,700 3 Intangible assets $ 22,700 |
Balance Sheet Information
Balance Sheet Information | 3 Months Ended |
Mar. 31, 2019 | |
SupplementalFinancialInformationAbstract [Abstract] | |
Additional Financial Information Disclosure [Text Block] | Note 4. Balance Sheet Information The following tables present details of our unaudited condensed consolidated financial statements: Prepaid expenses and other current assets March 31, December 31, 2019 2018 Prepaid expenses $ 3,136,043 $ 1,659,783 VAT 497,625 424,167 $ 3,633,668 $ 2,083,950 Property and equipment, net March 31, December 31, 2019 2018 Furniture and fixtures $ 566,726 $ 139,857 Computer, communications and network equipment 17,212,807 17,520,435 Software 4,836,881 4,716,816 Automobiles 324,534 10,744 Software development 2,816,237 1,656,739 Accumulated depreciation and amortization (20,572,873 ) (19,491,341 ) $ 5,184,312 $ 4,553,250 Intangible Assets, net March 31, December 31, 2019 2018 Intangible assets: Developed technology 26,100,000 20,600,000 Consumer relationships 32,300,000 16,800,000 Tradename 5,100,000 3,400,000 Accumulated amortization (2,793,506 ) (1,141,675 ) $ 60,706,494 $ 39,658,325 Accrued expenses and other payables March 31, December 31, 2019 2018 Accrued selling, general and administrative expenses $ 3,851,308 $ 2,396,941 Accrued restructuring & acquisition related costs 2,685,291 1,885,194 Accrued cost of service 2,552,964 1,070,099 Accrued taxes (including VAT) 2,698,297 2,283,999 Accrued interest payable 334,868 67,613 Other accrued expenses 444,123 248,534 $ 12,566,851 $ 7,952,380 9% Unsecured Subordinated Convertible Promissory Note (Maturing between December 2018 and March 2019) Outstanding Regular Conversions 10% Early Outstanding Convertible Note Principal Amount $ - $ - $ 105,000 $ 10,500 $ (115,500 ) Debt Discounts & Financing Costs - (8,533 ) - - 8,533 Total 9% Unsecured Note $ - $ (8,533 ) $ 105,000 $ 10,500 $ (106,967 ) Number of underlying shares for Outstanding Agreement Conversions Outstanding 9% Convertible Note - 44,720 (84,220 ) 39,500 Outstanding Conversion Features - 44,720 (84,220 ) 39,500 During the three months ended March 31, 2019, the conversion feature was exercised at a price of $1.75 per share, for a principal total of $84,220. Outstanding numbers of Dilutive Securities The outstanding number of dilutive securities for the first quarter of 2019 can be seen below: Number of underlying shares for Outstanding Agreement Conversions Outstanding 9% Convertible Note - Investors - 44,720 (84,220 ) 39,500 Outstanding Conversion Features - 44,720 (84,220 ) 39,500 Fortress - iPass Loan Repayment Warrant 325,000 325,000 - - 2017 Registered Public Offering 110,912 - (359,058 ) 469,970 Investor Management Services 710,000 - - 710,000 9% Convertible Note Warrants 501,306 - (19,067 ) 520,373 2013 Convertible Notes 60,000 - - 60,000 Other 9% Convertible Note Warrants 96,520 - - 96,520 2017 Registered Public Offering Agent Warrants 39,000 - (23,334 ) 62,334 9% Convertible Note 7% Agent Warrants 66,230 - - 66,230 Nov-2017 Underwriter Agreement Investor Warrants - - - Nov-2017 Underwriter Agreement Agent Warrants 821,677 - (88,910 ) 910,587 Oct-2017 Shelf Take Down Agent Warrants 843 - - 843 May-2018 Public Offering Agent Warrants 66,660 - (55,340 ) 122,000 Preferred Share Conversion Warrants 731,798 - - 731,798 Preferred Share issuance 8% Agent Warrants 38,827 - - 38,827 Outstanding Warrants 3,568,773 325,000 (545,709 ) 3,789,482 Total 3,568,773 369,720 (629,929 ) 3,828,982 Cash and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed Consolidated Balance Sheets to that sum to the total amounts shown in the Condensed Consolidated Statements of Cash Flows: March 31, December 31, 2019 2018 Cash and cash equivalents $ 10,699,061 $ 6,051,709 Restricted Cash 704,779 430,655 Total cash, cash equivalents and restricted cash reported in the Statement of Cash Flows $ 11,403,840 $ 6,482,364 Notes Receivable At March 31, 2019 and December 31, 2018, the Company had notes receivable of $3,763,103 and $1,082,436, respectively. The third quarter 2016 sale of ValidSoft for the price of $3,000,000 was completed and the Company received $2,000,000 in cash and a $1,000,000 promissory note. The maturity date of the note to September 30, 2019. At March 31, 2019 and December 31, 2018, the remaining outstanding principal amounts were $505,136 and $576,769, respectively. On November 26, 2018, the Company executed a senior secured promissory note from Yonder Media Mobile (an unrelated entity), with interest accruing at a simple rate of 6% per annum with a maturity date of May 26, 2020. On January 9, 2019, February 12, 2019 and February 28, 2019, the Company issued additional notes of $500,000, $200,000, and $2,000,000, respectively (the “2019 Notes”). The 2019 Notes each bear an interest rate of 12% and mature 18 months following the issuance date. All principal and interest are due on the maturity date. At March 31, 2019 and December 31, 2018, the remaining outstanding principal amounts were $3,257,967 and $505,667, respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
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 109,765,015 shares of common stock issued and outstanding as of March 31, 2019. At an increase of 11,912,104 shares from December 31, 2018, due to the iPass acquisition (9,865,412), warrant exercises (501,606), (425,000), stock awards issued to management (295,833), shares issued to board members (268,642), shares issued for settlement of payables (261,398), shares issued to consultants (104,896), shares issued for conversion of notes (84,220), shares issued for exercised employee stock options (68,083) and shares issued in relation with an exchange of a certificate into DWAC shares (B) Warrants 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, 2019 , (unaudited) and December 31, 2018 have been recorded and classified as equity is 3,568,773 and 3,789,482, respectively. The Weighted Average Exercise Price for the currently outstanding warrants in the table below is $2.43. The table below summarizes the warrants outstanding as of March 31, 2019, and as of December 31, 2018: |
Amended and Restated 2008 Long
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan | 3 Months Ended |
Mar. 31, 2019 | |
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, 2017 Long-Term Incentive Compensation Plan and 2018 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 (1,114,824 ) Outstanding options (194,268 ) Available for grant at March 31, 2019 (Registered and Unregistered) 930,908 During the first quarter of 2018 and 2019, 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, 2018 203,266 $ 10.74 Expirations (8,998 ) 19.83 Outstanding as of March 31, 2019 194,268 $ 6.51 At March 31, 2019 and December 31, 2018, the unrecognized expense portion of share-based awards granted to employees under the 2008 Plan was $0. 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 in prior years (3,207,700 ) Outstanding options (3,317,940 ) Available for grant at March 31, 2019 (Registered & Unregistered) (25,640 ) During the first quarter of 2018 and 2019, no 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, 2018 3,460,546 $ 1.81 Exercised in 2019 (68,083 ) 1.02 Forfeitures (60,358 ) 2.61 Expirations (14,165 ) 1.00 Outstanding as of March 31, 2019 3,317,940 $ 1.81 At March 31, 2019, the unrecognized expense portion of stock-based awards granted to employees under the 2017 Plan was $1,943,390 as compared to $2,448,790 at December 31, 2018. 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. 2018 Long-Term Incentive Compensation Plan (“2018 Plan”) On October 10, 2018, the Company filed an S-8 to register the remaining 8,000,000 shares of common stock of the 2018 Long Term Incentive Compensation Plan which was previously ratified by our stockholders on September 12, 2017 at our annual meeting. This incentive plan provides for awards of up to 8,000,000 shares of common stock, in the form of options, restricted stock awards, stock appreciation rights (“SAR’s”), performance units and performance bonuses to eligible employees and the grant of nonqualified stock options, restricted stock awards, SAR’s and performance units to consultants and eligible directors. During 2018, 1,000,000 shares of common stock were issued to an officer under the 2018 Plan. This is included in the accompanying condensed consolidated statement of changes in stockholders’ equity under stock awards issued to management. 2018 Long-Term Incentive Compensation Plan Total authorized under the plan (Shareholders) 8,000,000 Total registered under the plan (S-8 dated October 10, 2018) 8,000,000 Shares issued under the plan (1,669,371 ) Reserved for Time-conditioned share awards (1,579,175 ) Outstanding Options (5,469,400 ) Available for grant at March 31, 2019 (Registered & Unregistered) (717,946 ) Pursuant to the terms of the 2018 Long-Term Incentive Plan, the number of shares available under the plan shall increase on the first day of each fiscal year by 15% of the aggregate maximum number of shares available under the plan (the “Evergreen Increase”). As a result of the 2019 Evergreen Increase, the number of shares available under the 2018 Long-Term Incentive Plan shall increase by 1,200,000 shares (the “2018 Plan Increase”). The 2018 Plan Increase shall take effect upon the filing of an effective Registration Statement on Form S-8 with the SEC. The Company intends to file a Registration Statement on Form S-8 reflecting the 2018 Plan Increase promptly following the filing of the report. Stock option activity is set forth below for the 2018 Plan: Options: Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2018 - $ - Granted in 2019 5,519,400 1.74 Forfeitures (50,000 ) 1.72 Outstanding as of March 31, 2019 5,469,400 $ 1.73 At March 31, 2019, the unrecognized expense portion of stock-based awards granted to employees under the 2018 Plan was $6,287,766. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 7. Income taxes The following table presents details of the net provision for income taxes: Three months ended March 31, 2019 2018 Income tax benefit $ (167,334 ) $ (418 ) 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, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 8. Significant Customer and Geographical Information During the three month period ended March 31, 2019 and 2018, 34.7% and 85.5%, respectively, were made to two customers. As of March 31, 2019 and December 31, 2018, 32% and 29.4%, respectively, of total accounts receivable were due from these customers. The geographical distribution of our revenue, as a percentage of revenues, was as follows: Three months ended March 31, 2019 2018 Europe 65.3 % 82.5 % All other (non-European) countries 34.7 % 17.5 100.00 % 100.0 % |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Note 9. Revenues 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 March 31, 2019 2018 Monthly service $ 21,609,900 $ 3,291,882 Installation and software development 1,430,013 820,688 Total revenues $ 23,039,913 $ 4,112,570 Monthly services revenues are generally recognized time and amounted to $21,609,900 $1,430,013 The following table presents our revenues disaggregated by geography, based on the billing addresses of our customers Three Months Ended March 31, 2019 2018 Europe $ 15,037,029 $ 3,391,882 Other geographic areas 8,002,884 720,688 Total revenues $ 23,039,913 $ 4,112,570 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 generally recognized over time. For recognition purposes, we do not unbundle such services into separate performance obligations as their pattern of transfer does not differ. The Company typically bills its customer at the end of each month. 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 performance obligation 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. 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. |
Credit Agreement
Credit Agreement | 3 Months Ended |
Mar. 31, 2019 | |
Credit Agreements [Abstract] | |
Credit Agreements [Text Block] | Note 10. Credit Agreement On February 26, 2019, Pareteum Corporation and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with Post Road Administrative Finance, LLC and its affiliate Post Road Special Opportunity Fund I LLP (collectively, “Post Road”). Pursuant to the Credit Agreement, Post Road will provide the Company with a secured loan of up to $50,000,000 (the “Loan”), with an initial loan of $25,000,000 funded on February 26, 2019, and additional amounts in $5,000,000 increments as requested by the Company before the 18-month anniversary of the initial funding date. No additional loan shall be funded until the later of delivery of certain third-party consents (the “Consents”), the filing of Pareteum’s Quarterly Report on Form 10-Q for the first quarter of 2019, or June 1, 2019. All amounts owed under the Credit Agreement shall be due on February 26, 2022. The unpaid principal amount of the Loan shall bear interest from the relevant funding dates at a rate per year of 8.5% plus Libor in effect from time to time, provided however, that upon an event of default or if certain of the Consents are not delivered prior to May 1, 2019 or June 1, 2019, as applicable, the unpaid principal amount of the Loan shall bear interest from the relevant funding dates at a rate per year of 11.5% plus Libor in effect from time to time until the Consents are delivered. The interest shall be due and payable monthly in cash in arrears, provided, however, that the Company may elect to pay any or all of the interest in the form of Payment-in-Kind (“PIK”) interest due and payable at maturity at a maximum percentage per year equal to (a) through and including the first anniversary of the initial funding date, 3%, (b) after the first anniversary of the initial funding date through and including the second anniversary of the initial funding date, 2%, and (c) after the second anniversary of the initial funding date, 1%. Permitted use of proceeds for the initial $25,000,000 of the Loan include approximately $11,000,000 for payment in full of outstanding secured debt owed to Fortress Credit Corp. (together with its affiliates, “Fortress”) incurred in connection with the Company’s previously disclosed acquisition of iPass Inc. (“iPass”) on February 12, 2019, as well as remaining amounts for permitted acquisitions and investments, for general working capital purposes and to pay approximately $895,000 in transaction fees related to the Loan. Proceeds, if any, are to be used for permitted acquisitions and to fund growth capital expenditures and other growth initiatives. The Loan is subject to prepayment upon the receipt of proceeds outside the ordinary course of business in excess of $1,000,000 and the Company must pay a commitment fee of 1% per year for an unfunded commitment. The initial $25,000,000 loan is reduced by an original issue discount of (i) 0.75% of $25,000,000 and (ii) 1.25% of $50,000,000, and any additional amounts borrowed will be reduced by an original issue discount of 0.75% of the funded amounts. The Company’s obligations under the Credit Agreement are secured by a first-priority security interest in all the assets of the Company and guaranteed by certain subsidiaries of the Company. The Credit Agreement contains customary representations, warranties and indemnification provisions. The Credit Agreement also contains affirmative and negative covenants with respect to operation of the business and properties of the Company as well as financial performance, including requirements to maintain a minimum of $2,000,000 of unrestricted cash, certain maximum total leverage ratios, a debt to asset ratio, maximum churn rate and minimum adjusted EBITDA. The Credit Agreement further provides customary events of default and cure periods for certain specified events of default, and in the event of uncured default, the acceleration of the maturity date, an increase in the applicable interest rate with respect to amounts outstanding under the Loan and payment of additional fees. On February 26, 2019, concurrently with entering into the Credit Agreement, the existing loan and security agreement by and among iPass, iPass IP LLC and Fortress (the “Existing iPass Loan”) terminated. Credit facilities under the Existing iPass Loan included a term loan A facility and a term loan B facility maturing on February 27, 2019. On February 26, 2019, pursuant to the terms of the Credit Agreement, the Company issued to Post Road 425,000 shares of common stock at $1,606,500 and will issue an additional 200,000 shares of common stock upon the next subsequent funding, if any, under the Loan. As of March 31, 2019, and December 31, 2018, the Company had outstanding senior secured debt of $21,806,879 and $0, respectively. The weighted average debt outstanding was for the three months ended March 31, 2019 was $9,444,444. For the three months ended March 31, 2019, the Company recorded interest expense of $335,136 related to the Loan. The Company recorded $1,655,112 in deferred financing costs and other fees as a reduction of the outstanding loan balance through March 31, 2019. Of this amount, $49,691 was amortized in the first quarter ended March 31, 2019. The remaining capacity under the Loan was $25,000,000 at March 31, 2019. At March 31, 2019, the Company was in compliance with all covenants required by the Loan. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Legal Matters and Contingencies [Text Block] | Note 11. Commitments and Contingencies We have operating leases for our office space. Our leases have remaining lease terms of less than one year to 6 years, some of which include options to indefinitely extend the leases monthly. For our month to month leases, we determined the number of renewal periods we are reasonably certain to exercise and include these periods in our right of use asset and lease liability calculations. Lease expense was $482,548 and $132,463 for the three months ended March 31, 2019 and 2018, respectively Operating Leases: March 31, 2019 - Operating lease right-of-use assets $ 3,136,015 Operating lease liabilities $ 3,141,842 Weighted average remaining lease term Operating leases 2.2 years Weighted average remaining discount rate Operating leases 2.5 % The following represents maturities of operating lease liabilities as of March 31, 2019: Remainder of 2019 $ 1,463,299 2020 1,716,284 2021 119,059 2022 62,387 2023 62,387 Thereafter 98,779 Total lease payments $ 3,522,195 Less: imputed interest (380,353 ) Total $ 3,141,842 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 12. Subsequent Events On April 22, 2019, the Company, together with Devicescape Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Holdco” and together with the Company, the “Buyer”) entered into an asset purchase agreement (the “Purchase Agreement”) with Devicescape Software, Inc., a California corporation (“Devicescape”), whereby the Buyer acquired substantially all of the assets of Devicescape and assumed certain liabilities of Devicescape, such that Holdco shall continue as a surviving subsidiary of the Company holding all assets and assuming those certain liabilities of Devicescape (the “Devicescape Purchase”). The Devicescape Purchase was previously announced by the Company in a press release dated May 8, 2019. In connection with the Devicescape Purchase, and pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Company paid cash consideration of 1,500,000 |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Policy [Policy Text Block] | 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. On February 12, 2019, we completed our previously announced acquisition of all of the issued and to be issued and outstanding shares of iPass, Inc., a Delaware corporation (“iPass” and the acquisition of iPass, the “iPass Acquisition”). iPass is a cloud-based service provider of global mobile connectivity, offering Wi-Fi access on any mobile device through its SaaS platform and is now a wholly-owned subsidiary of the Company. See Note 3 to the Unaudited Condensed Consolidated Financial Statements. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation of Interim Periods The interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP,”) for interim financial information and in accordance with the instructions to Securities and Exchange Commission (“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, 2018, included in our 2018 Annual Report on Form 10-K filed with the SEC on March 18, 2019, referred to as our 2018 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, 2019, are not necessarily indicative of the results to be expected for future quarters or the full year. All intercompany transactions and account balances have been eliminated in consolidation. As of March 31, 2019, the Company’s subsidiaries are: its wholly owned subsidiary Pareteum North America Corp. with its wholly owned subsidiary, Pareteum UK Ltd.; its wholly owned subsidiary Pareteum Asia PTE. Ltd.; its wholly owned subsidiary TBR Inc. (special purpose vehicle for iPass acquisition); its wholly-owned subsidiary Pareteum Europe B.V. (fka Elephant Talk Europe Holding B.V.) and its wholly owned subsidiaries, Elephant Talk Mobile Services B.V., Elephant Talk PRS Netherlands BV, Elephant Talk Deutschland GmbH (dormant), Elephant Talk Middle East & Africa (Holding) W.L.L., Elephant Talk Luxembourg SA (dormant), Guangzhou Elephant Talk Information Technology Limited (dormant), Elephant Talk Communications Italy S.R.L. (dormant), Elephant Talk Business Services W.L.L., Elephant Talk Middle East & Africa (Holding) Jordan L.L.C. (dormant).; its wholly owned Elephant Talk Communications Holding AG and its wholly owned subsidiaries Pareteum Spain SLU and ETC Carrier Services GmbH.; Pareteum Europe B.V. majority-owned subsidiaries Elephant Talk Bahrain W.L.L. (99%), ET de Mexico S.A.P.I. de C.V. (99.998%), ET-UTS NV; (51%) and LLC Pareteum (Russia) (50%) Elephant Talk; Elephant Talk Telecomunicação do Brasil LTDA, is owned 90 10 its wholly-owned subsidiary Elephant Talk Limited (“ETL”) and its wholly owned ET Guangdong Ltd. And its majority owned ( 50.54 Asesores Profesionales ETAK S. de RL. De C.V. is owned 99% by Pareteum Europe B.V.; its wholly owned subsidiary Artilium Group Ltd. And its wholly owned subsidiaries, Artilium NV, Speak UP BVBA, Ello Mobile BVBA, Artilium UK Ltd., Comsys Telecom & Media BV, Portalis BV, Comsys Connect GmbH, United Telecom N.V., Talking Sense BVBA, Wbase Comm. V, Artilium Trustee Company Limited, Comsys Connect BV, Livecom International BV, Comsys Connect AG and United Telecom BV; and its wholly owned subsidiary iPass, Inc. and its wholly owned subsidiaries iPass (U.K.) Limited, iPass France SAS, iPass Deutschland GmbH, iPass Holdings Pty Ltd., iPass Asia Pte Ltd., iPass Japan, Inc., iPass India Private Limited, iPass Ltd., GoRemote Internet Communications, Inc., GoRemote International Corporation, Axcelerant, Inc., Worldwide Axcelerant Group, Mobile Automation, Inc. and Safe3W, Inc. For a complete summary of our significant accounting policies, please refer to Note 1 , “Business and Summary of Significant Accounting Policies,” in Item 8 of our 2018 Annual Report. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP 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 and intangible assets acquired in our acquisitions of Artilium and iPass. Significant estimates include the bad debt allowance, revenue recognition, impairment of long-lived assets, 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 and those differences could be material. |
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 loss or net cash flows. |
Lessor, Leases [Policy Text Block] | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and lease liabilities in our condensed consolidated balance sheets. As of adoption of ASC 842 and as of March 31, 2019, the Company was not party to finance lease arrangements. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Under the available practical expedient, we account for the lease and non-lease components as a single lease component. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) (“ASU 2017-11”). ASU 2017-11 consists of two parts. The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common stockholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this update re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part II of this update do not require any transition guidance because those amendments do not have an accounting effect. ASU 2017-11 became effective for the Company on January 1, 2019. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases of $ million. $ Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles, Goodwill and Other (Topic 350) “Simplifying the Test for Goodwill Impairment |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination, Segment Allocation [Table Text Block] | As part of the acquisition, the Company issued 9,865,412 common shares to shareholders and 705,000 shares were granted to employees. The allocation of the purchase price was as follows (in thousands): Purchase consideration: Shares issued to shareholders $ 29,253 Shares issued to employees 1,401 Total purchase consideration $ 30,654 Purchase price allocation: Assets: Cash and cash equivalents $ 284 Accounts receivable, net 4,344 Property, plant and equipment, net 1,092 Other assets 4,863 Intangible assets 22,700 Total assets 33,283 Liabilities: Accounts payable 11,321 Deferred revenue 1,701 Loans outstanding 10,989 Other liabilities 6,743 Total liabilities 30,754 Estimated fair value of net assets acquired 2,529 Goodwill $ 28,125 |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
SupplementalFinancialInformationAbstract [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | The following tables present details of our unaudited condensed consolidated financial statements: Prepaid expenses and other current assets March 31, December 31, 2019 2018 Prepaid expenses $ 3,136,043 $ 1,659,783 VAT 497,625 424,167 $ 3,633,668 $ 2,083,950 |
Property, Plant and Equipment [Table Text Block] | Property and equipment, net March 31, December 31, 2019 2018 Furniture and fixtures $ 566,726 $ 139,857 Computer, communications and network equipment 17,212,807 17,520,435 Software 4,836,881 4,716,816 Automobiles 324,534 10,744 Software development 2,816,237 1,656,739 Accumulated depreciation and amortization (20,572,873 ) (19,491,341 ) $ 5,184,312 $ 4,553,250 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible Assets, net March 31, December 31, 2019 2018 Intangible assets: Developed technology 26,100,000 20,600,000 Consumer relationships 32,300,000 16,800,000 Tradename 5,100,000 3,400,000 Accumulated amortization (2,793,506 ) (1,141,675 ) $ 60,706,494 $ 39,658,325 |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accrued expenses and other payables March 31, December 31, 2019 2018 Accrued selling, general and administrative expenses $ 3,851,308 $ 2,396,941 Accrued restructuring & acquisition related costs 2,685,291 1,885,194 Accrued cost of service 2,552,964 1,070,099 Accrued taxes (including VAT) 2,698,297 2,283,999 Accrued interest payable 334,868 67,613 Other accrued expenses 444,123 248,534 $ 12,566,851 $ 7,952,380 |
Convertible Debt [Table Text Block] | (Maturing between December 2018 and March 2019) Outstanding March 31, 2019 Regular Conversions (during 2019) including accelerated amortization 10% Early Outstanding Convertible Note Principal Amount $ - $ - $ 105,000 $ 10,500 $ (115,500 ) Debt Discounts & Financing Costs - (8,533 ) - - 8,533 Total 9% Unsecured Note $ - $ (8,533 ) $ 105,000 $ 10,500 $ (106,967 ) Number of underlying shares for Outstanding Agreement Conversions Outstanding 9% Convertible Note - 44,720 (84,220 ) 39,500 Outstanding Conversion Features - 44,720 (84,220 ) 39,500 |
Summary of Warrants and Debt Conversion Feature [Table Text Block] | Number of underlying shares for Outstanding March 31, 2019 Agreement Amendments / Interest effects Conversions Outstanding 9% Convertible Note - Investors - 44,720 (84,220 ) 39,500 Outstanding Conversion Features - 44,720 (84,220 ) 39,500 Fortress - iPass Loan Repayment Warrant 325,000 325,000 - - 2017 Registered Public Offering 110,912 - (359,058 ) 469,970 Investor Management Services 710,000 - - 710,000 9% Convertible Note Warrants 501,306 - (19,067 ) 520,373 2013 Convertible Notes 60,000 - - 60,000 Other 9% Convertible Note Warrants 96,520 - - 96,520 2017 Registered Public Offering Agent Warrants 39,000 - (23,334 ) 62,334 9% Convertible Note 7% Agent Warrants 66,230 - - 66,230 Nov-2017 Underwriter Agreement Investor Warrants - - - Nov-2017 Underwriter Agreement Agent Warrants 821,677 - (88,910 ) 910,587 Oct-2017 Shelf Take Down Agent Warrants 843 - - 843 May-2018 Public Offering Agent Warrants 66,660 - (55,340 ) 122,000 Preferred Share Conversion Warrants 731,798 - - 731,798 Preferred Share issuance 8% Agent Warrants 38,827 - - 38,827 Outstanding Warrants 3,568,773 325,000 (545,709 ) 3,789,482 Total 3,568,773 369,720 (629,929 ) 3,828,982 |
Restrictions on Cash and Cash Equivalents [Table Text Block] | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed Consolidated Balance Sheets to that sum to the total amounts shown in the Condensed Consolidated Statements of Cash Flows: March 31, December 31, 2019 2018 Cash and cash equivalents $ 10,699,061 $ 6,051,709 Restricted Cash 704,779 430,655 Total cash, cash equivalents and restricted cash reported in the Statement of Cash Flows $ 11,403,840 $ 6,482,364 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Outstanding Warrants Exercise/ Expiring March 31, December 31, Equity Warrants – Fundraising $1.05 - $5.375 2019 – 2026 3,568,773 3,789,482 |
Amended and Restated 2008 Lon_2
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 (1,114,824 ) Outstanding options (194,268 ) Available for grant at March 31, 2019 (Registered and Unregistered) 930,908 |
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, 2018 203,266 $ 10.74 Expirations (8,998 ) 19.83 Outstanding as of March 31, 2019 194,268 $ 6.51 |
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 in prior years (3,207,700 ) Outstanding options (3,317,940 ) Available for grant at March 31, 2019 (Registered & Unregistered) (25,640 ) |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock option activity is set forth below for the 2017 Plan: Options: Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2018 3,460,546 $ 1.81 Exercised in 2019 (68,083 ) 1.02 Forfeitures (60,358 ) 2.61 Expirations (14,165 ) 1.00 Outstanding as of March 31, 2019 3,317,940 $ 1.81 |
Long term Incentive Compensation Plan 2018 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reconciliation Of Registered And Available Shares And Or Options [Table Text Block] | 2018 Long-Term Incentive Compensation Plan Total authorized under the plan (Shareholders) 8,000,000 Total registered under the plan (S-8 dated October 10, 2018) 8,000,000 Shares issued under the plan (1,669,371 ) Reserved for Time-conditioned share awards (1,579,175 ) Outstanding Options (5,469,400 ) Available for grant at March 31, 2019 (Registered & Unregistered) (717,946 ) |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock option activity is set forth below for the 2018 Plan: Options: Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2018 - $ - Granted in 2019 5,519,400 1.74 Forfeitures (50,000 ) 1.72 Outstanding as of March 31, 2019 5,469,400 $ 1.73 |
Income taxes (Tables)
Income taxes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Three months ended March 31, 2019 2018 Income tax benefit $ (167,334 ) $ (418 ) |
Significant Customer and Geog_2
Significant Customer and Geographical Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | The geographical distribution of our revenue, as a percentage of revenues, was as follows: Three months ended March 31, 2019 2018 Europe 65.3 % 82.5 % All other (non-European) countries 34.7 % 17.5 100.00 % 100.0 % |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table presents our revenues disaggregated by revenue source: Three Months Ended March 31, 2019 2018 Monthly service $ 21,609,900 $ 3,291,882 Installation and software development 1,430,013 820,688 Total revenues $ 23,039,913 $ 4,112,570 |
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 March 31, 2019 2018 Europe $ 15,037,029 $ 3,391,882 Other geographic areas 8,002,884 720,688 Total revenues $ 23,039,913 $ 4,112,570 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Schedule Of Classification Of Lease Liabilities [Table Text Block] | Operating Leases: March 31, 2019 - Operating lease right-of-use assets $ 3,136,015 Operating lease liabilities $ 3,141,842 Weighted average remaining lease term Operating leases 2.2 years Weighted average remaining discount rate Operating leases 2.5 % |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The following represents maturities of operating lease liabilities as of March 31, 2019: Remainder of 2019 $ 1,463,299 2020 1,716,284 2021 119,059 2022 62,387 2023 62,387 Thereafter 98,779 Total lease payments $ 3,522,195 Less: imputed interest (380,353 ) Total $ 3,141,842 |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Use of Estimates (Detail Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Feb. 29, 2016 | |
Operating Lease, Right-of-Use Asset | $ 3,136,015 | $ 0 | |
Operating Lease, Liability | 3,141,842 | $ 0 | |
Increase Decrease In Assets And Liabilities Net | $ 3,100,000 | ||
Accounting Standards Update 2016-02 [Member] | |||
Operating Lease, Liability | $ 1,200,000 | ||
Asesores Profesionales ETAK S De RL De CV [Member] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 50.54% | ||
Elephant Talk Telecomunicacao Do Brasil LTDA [Member] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% | ||
Elephant Talk Telecomunicacao Do Brasil LTDA [Member] | Elephant Talk Europe Holding BV [Member] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 90.00% |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Purchase consideration: | ||
Shares issued to shareholders | $ 29,253,287 | |
Liabilities: | ||
Goodwill | 119,898,741 | $ 91,773,911 |
Artilium Board [Member] | ||
Purchase consideration: | ||
Shares issued to shareholders | 29,253,000 | |
Shares issued to employees | 1,401,000 | |
Total Purchase Consideration | 30,654,000 | |
Assets | ||
Cash and cash equivalents | 284,000 | |
Accounts receivable | 4,344,000 | |
Property, plant and equipment, net | 1,092,000 | |
Other assets | 4,863,000 | |
Intangible assets | 22,700,000 | |
Total assets | 33,283,000 | |
Liabilities: | ||
Accounts payable | 11,321,000 | |
Deferred revenue | 1,701,000 | |
Loans outstanding | 10,989,000 | |
Other liabilities | 6,743,000 | |
Total liabilities | 30,754,000 | |
Estimated fair value of net assets acquired | 2,529,000 | |
Goodwill | $ 28,125,000 |
Business Combinations (Details
Business Combinations (Details 1) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Artilium Board [Member] | |
Estimated Fair Value | $ 22,700 |
Technology | |
USeful life (yeras) | 8 years |
Technology | Artilium Board [Member] | |
Estimated Fair Value | $ 5,500 |
Customer relationships | |
USeful life (yeras) | 11 years |
Customer relationships | Artilium Board [Member] | |
Estimated Fair Value | $ 15,500 |
Tradename | |
USeful life (yeras) | 3 years |
Tradename | Artilium Board [Member] | |
Estimated Fair Value | $ 1,700 |
Balance Sheet Information (Deta
Balance Sheet Information (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
SupplementalFinancialInformationAbstract [Abstract] | ||
Prepaid Expenses - Other | $ 3,136,043 | $ 1,659,783 |
VAT | 497,625 | 424,167 |
Prepaid Expense and Other Assets, Current | $ 3,633,668 | $ 2,083,950 |
Balance Sheet Information (Det
Balance Sheet Information (Details1) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accumulated depreciation and amortization | $ (20,572,873) | $ (19,491,341) |
Total property and equipment, net | 5,184,312 | 4,553,250 |
Automobiles [Member] | ||
Property, Plant and Equipment, Gross | 324,534 | 10,744 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Gross | 566,726 | 139,857 |
Computer Equipment [Member] | ||
Property, Plant and Equipment, Gross | 17,212,807 | 17,520,435 |
Software | ||
Property, Plant and Equipment, Gross | 4,836,881 | 4,716,816 |
Software Development [Member] | ||
Property, Plant and Equipment, Gross | $ 2,816,237 | $ 1,656,739 |
Balance Sheet Information (De_2
Balance Sheet Information (Details 2) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (2,793,506) | $ (1,141,675) |
Intangible Assets, net | 60,706,494 | 39,658,325 |
Developed Technology Rights [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible Assets | 26,100,000 | 20,600,000 |
Customer Relationships [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible Assets | 32,300,000 | 16,800,000 |
Trade Names [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible Assets | $ 5,100,000 | $ 3,400,000 |
Balance Sheet Information (De_3
Balance Sheet Information (Details 3) | 3 Months Ended |
Mar. 31, 2019shares | |
Outstanding December 31, 2018 | 3,828,982 |
Exercises / Conversions / Expirations (in shares) | (84,220) |
Agreement Amendments / Interest effects (in shares) | 369,720 |
Outstanding March 31, 2019 | 39,500 |
Outstanding Conversion Features [Member] | |
Outstanding December 31, 2018 | 39,500 |
Exercises / Conversions / Expirations (in shares) | (84,220) |
Agreement Amendments / Interest effects (in shares) | 44,720 |
Outstanding March 31, 2019 | 0 |
Outstanding Conversion Features [Member] | 9% Convertible Note - Investors [Member] | |
Outstanding December 31, 2018 | 39,500 |
Exercises / Conversions / Expirations (in shares) | (84,220) |
Agreement Amendments / Interest effects (in shares) | 44,720 |
Outstanding March 31, 2019 | 0 |
Outstanding Warrants [Member] | |
Outstanding December 31, 2018 | 3,789,482 |
Exercises / Conversions / Expirations (in shares) | (545,709) |
Agreement Amendments / Interest effects (in shares) | 325,000 |
Outstanding March 31, 2019 | 3,568,773 |
Outstanding Warrants [Member] | 2017 Registered Public Offering [Member] | |
Outstanding December 31, 2018 | 469,970 |
Exercises / Conversions / Expirations (in shares) | (359,058) |
Agreement Amendments / Interest effects (in shares) | 0 |
Outstanding March 31, 2019 | 110,912 |
Outstanding Warrants [Member] | Investor Management Services [Member] | |
Outstanding December 31, 2018 | 710,000 |
Exercises / Conversions / Expirations (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 0 |
Outstanding March 31, 2019 | 710,000 |
Outstanding Warrants [Member] | 9% Convertible Note Warrants [Member] | |
Outstanding December 31, 2018 | 520,373 |
Exercises / Conversions / Expirations (in shares) | (19,067) |
Agreement Amendments / Interest effects (in shares) | 0 |
Outstanding March 31, 2019 | 501,306 |
Outstanding Warrants [Member] | 2013 Convertible Notes [Member] | |
Outstanding December 31, 2018 | 60,000 |
Exercises / Conversions / Expirations (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 0 |
Outstanding March 31, 2019 | 60,000 |
Outstanding Warrants [Member] | Other 9% Convertible Note Warrants [Member] | |
Outstanding December 31, 2018 | 96,520 |
Exercises / Conversions / Expirations (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 0 |
Outstanding March 31, 2019 | 96,520 |
Outstanding Warrants [Member] | 2017 Registered Public Offering Agent Warrants [Member] | |
Outstanding December 31, 2018 | 62,334 |
Exercises / Conversions / Expirations (in shares) | (23,334) |
Agreement Amendments / Interest effects (in shares) | 0 |
Outstanding March 31, 2019 | 39,000 |
Outstanding Warrants [Member] | 9% Convertible Note 7% Agent Warrants [Member] | |
Outstanding December 31, 2018 | 66,230 |
Exercises / Conversions / Expirations (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 0 |
Outstanding March 31, 2019 | 66,230 |
Outstanding Warrants [Member] | Nov-2017 Underwriter Agreement Agent Warrants [Member] | |
Outstanding December 31, 2018 | 910,587 |
Exercises / Conversions / Expirations (in shares) | (88,910) |
Agreement Amendments / Interest effects (in shares) | 0 |
Outstanding March 31, 2019 | 821,677 |
Outstanding Warrants [Member] | May-2018 Public Offering Agent Warrants [Member] | |
Outstanding December 31, 2018 | 122,000 |
Exercises / Conversions / Expirations (in shares) | (55,340) |
Agreement Amendments / Interest effects (in shares) | 0 |
Outstanding March 31, 2019 | 66,660 |
Outstanding Warrants [Member] | Preferred Share Conversion Warrants [Member] | |
Outstanding December 31, 2018 | 731,798 |
Exercises / Conversions / Expirations (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 0 |
Outstanding March 31, 2019 | 731,798 |
Outstanding Warrants [Member] | Preferred Share issuance 8% Agent Warrants [Member] | |
Outstanding December 31, 2018 | 38,827 |
Exercises / Conversions / Expirations (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 0 |
Outstanding March 31, 2019 | 38,827 |
Outstanding Warrants [Member] | Nov-2017 Underwriter Agreement Investor Warrants [Member] | |
Outstanding December 31, 2018 | 0 |
Agreement Amendments / Interest effects (in shares) | 0 |
Outstanding March 31, 2019 | 0 |
Outstanding Warrants [Member] | Oct-2017 Shelf Take Down Agent Warrants [Member] | |
Outstanding December 31, 2018 | 843 |
Exercises / Conversions / Expirations (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 0 |
Outstanding March 31, 2019 | 843 |
Outstanding Warrants [Member] | Fortress - iPass Loan Repayment Warrant [Member] | |
Outstanding December 31, 2018 | 0 |
Exercises / Conversions / Expirations (in shares) | 0 |
Agreement Amendments / Interest effects (in shares) | 325,000 |
Outstanding March 31, 2019 | 325,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.43 | |
Maximum [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 5.375 | |
Minimum [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.05 | |
Warrants - Fundraising [Member] | ||
Class of Warrant or Right, Outstanding | 3,568,773 | 3,789,482 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |
Common Stock, Shares, Outstanding | 109,765,015 | 97,852,911 | |
Stock Issued During Period, Shares, Period Increase (Decrease) | 11,912,104 | ||
Stock Issued During Period, Shares, New Issues | (425,000) | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | (84,220) | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.43 | ||
Stock Awards Issued During Period Value To Management | $ 283,000 | ||
Warrants And Debt Conversion Feature, Units Outstanding | 39,500 | 3,828,982 | |
Convertible Notes Payable [Member] | |||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | (295,833) | ||
Stock Awards Issued During Period Value To Management | $ (268,642) | ||
Stock Issued During Period Shares For Settlement Of Debt | (261,398) | ||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ (68,083) | ||
Consultants [Member] | |||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | (104,896) | ||
Warrants - Fundraising [Member] | |||
Warrants And Debt Conversion Feature, Units Outstanding | 3,568,773 | 3,789,482 | |
Common Stock [Member] | |||
Stock Issued During Period Shares Warrants Exercised | 501,606 | 4,250,748 | |
Stock Awards Issued During Period Value To Management | $ 283,000 | ||
Stock Issued During Period Shares For Settlement Of Debt | 336,294 | ||
Stock Issued During Period, Shares, Acquisitions | (9,865,412) | ||
Stock Issued During Period, Shares, Issued for Services | (78,553) | ||
Common Stock [Member] | Consultants [Member] | |||
Stock Issued During Period, Shares, Issued for Services | (37,014) | ||
Warrant [Member] | |||
Stock Issued During Period Shares Warrants Exercised | (501,606) |
Amended and Restated 2008 Lon_3
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
2017 Long-Term Incentive Compensation Plan [Member] | ||
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 | |
Outstanding options | (3,317,940) | (3,460,546) |
Shares issued in prior years | (3,207,700) | |
Available for grant at March 31, 2019 (Registered and Unregistered) | (25,640) | |
2018 Long-Term Incentive Compensation Plan | ||
Total Authorized under the plan (Shareholders) | 8,000,000 | |
Total Registered under the plan (S-8 dated June 14, 2017 and April 13, 2018) | 8,000,000 | |
Outstanding options | (5,469,400) | |
Shares issued in prior years | (1,669,371) | |
Reserved for Time-conditioned share awards | (1,579,175) | |
Available for grant at March 31, 2019 (Registered and Unregistered) | (717,946) | |
2008 Long-Term Incentive Compensation Plan | ||
Total Authorized under the plan (Shareholders) | 2,240,000 | |
Outstanding options | (194,268) | (203,266) |
Shares issued in prior years | (1,114,824) |
Amended and Restated 2008 Lon_4
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Details1) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
2008 Long Term Incentives Compensation Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding as of December 31, 2018 | shares | 203,266 |
Number of Options, Expirations | shares | (8,998) |
Number of Options, Outstanding as of March 31, 2019 | shares | 194,268 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 10.74 |
Weighted Average Exercise Price, Expirations (in dollars per share) | $ / shares | 19.83 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ / shares | $ 6.51 |
2017 Long-Term Incentive Compensation Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding as of December 31, 2018 | shares | 3,460,546 |
Number of Options, Exercised (with delivery of shares) | shares | (68,083) |
Number of Options, Forfeitures | shares | (60,358) |
Number of Options, Expirations | shares | (14,165) |
Number of Options, Outstanding as of March 31, 2019 | shares | 3,317,940 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 1.81 |
Weighted Average Exercise Price, Exercised (with delivery of shares) (in dollars per share) | $ / shares | 1.02 |
Weighted Average Exercise Price, Forfeitures (in dollars per share) | $ / shares | 2.61 |
Weighted Average Exercise Price, Expirations (in dollars per share) | $ / shares | 1 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ / shares | $ 1.81 |
2018 Long-Term Incentive Compensation Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding as of December 31, 2018 | shares | 0 |
Number of Options, Granted | shares | 5,519,400 |
Number of Options, Forfeitures | shares | (50,000) |
Number of Options, Outstanding as of March 31, 2019 | shares | 5,469,400 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 0 |
Weighted Average Exercise Price, Granted (in dollars per share) | $ / shares | 1.74 |
Weighted Average Exercise Price, Forfeitures (in dollars per share) | $ / shares | 1.72 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ / shares | $ 1.73 |
Amended and Restated 2008 Lon_5
Amended and Restated 2008 Long Term Incentive Compensation Plan and 2017 Long-Term Incentive Compensation Plan (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | |
Common Stock, Shares, Issued | 109,765,015 | 97,852,911 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 6,287,766 | |
2017 Long-Term Incentive Compensation Plan [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 | $ 1,943,390 | $ 2,448,790 |
2018 Long-Term Incentive Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 8,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,000,000 | |
Common Stock, Shares, Issued | 8,000,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 0 | $ 0 |
2018 Plan Increase [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Long term Incentive Plan Increase in Number Of Shares Available | 1,200,000 | |
Evergreen Increase [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of Increase In Incentive Plan | 15.00% |
Income taxes (Details 4)
Income taxes (Details 4) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Line Items] | ||
Income Tax Expense (Benefit) | $ (167,334) | $ (418) |
Significant Customer and Geog_3
Significant Customer and Geographical Information (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 34.70% | 100.00% |
Europe [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 65.30% | 82.50% |
Other Foreign Countries [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 34.70% | 17.50% |
Significant Customer and Geog_4
Significant Customer and Geographical Information (Detail Textuals) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Concentration Risk, Percentage | 34.70% | 100.00% | |
Percentage of Receivables Outstanding | 32.00% | 29.40% |
Revenues (Details)
Revenues (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | $ 23,039,913 | $ 4,112,570 |
Monthly Service [Member] | ||
Revenues | 21,609,900 | 3,291,882 |
Software Development [Member] | ||
Revenues | $ 1,430,013 | $ 820,688 |
Revenues (Details 1)
Revenues (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | $ 23,039,913 | $ 4,112,570 |
Europe [Member] | ||
Revenues | 15,037,029 | 3,391,882 |
Other Geographic Areas [Member] | ||
Revenues | $ 8,002,884 | $ 720,688 |
Revenues (Details Textual)
Revenues (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Deferred Revenue, Revenue Recognized | $ 1,615,976 | ||
Revenues | 23,039,913 | $ 4,112,570 | |
Revenue From Contract Increase Decrease In Billing In Excess Of Cost Of Earnings | 688,196 | ||
Revenue From Contract Billings In Excess Of Cost Current | $ 927,780 | ||
Monthly Service [Member] | |||
Revenues | 21,609,900 | 3,291,882 | |
Software Development [Member] | |||
Revenues | $ 1,430,013 | $ 820,688 |
Credit Agreement (Details Textu
Credit Agreement (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Feb. 26, 2019 | Feb. 26, 2019 | Mar. 31, 2019 | Feb. 12, 2019 | Dec. 31, 2018 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | $ 50,000,000 | |||
Proceeds from Secured Lines of Credit | 25,000,000 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 5,000,000 | $ 5,000,000 | $ 25,000,000 | ||
Secured Debt, Current | 21,806,879 | $ 0 | |||
Short-term Debt, Average Outstanding Amount | 9,444,444 | ||||
Capital Leases, Income Statement, Interest Expense | 335,136 | ||||
Debt Issuance Costs, Net | 1,655,112 | ||||
Accumulated Amortization, Debt Issuance Costs | 49,691 | ||||
Debt Instrument, Description of Variable Rate Basis | 8.5% plus Libor | ||||
Investments and Cash | $ 2,000,000 | ||||
Stock Issued During Period, Shares, New Issues | 425,000 | ||||
Debt Instrument, Fee Amount | $ 895,000 | ||||
Description of Prepayment Condition | The Loan is subject to prepayment upon the receipt of proceeds outside the ordinary course of business in excess of $1,000,000 | ||||
Line Of Credit Facility Discount Rate Description | The initial $25,000,000 loan is reduced by an original issue discount of (i) 0.75% of $25,000,000 and (ii) 1.25% of $50,000,000, and any additional amounts borrowed will be reduced by an original issue discount of 0.75% of the funded amounts. | ||||
Line of Credit Facility, Covenant Terms | The Credit Agreement also contains affirmative and negative covenants with respect to operation of the business and properties of the Company as well as financial performance, including requirements to maintain a minimum of $2,000,000 of unrestricted cash | ||||
Fortress Credit Corp [Member] | |||||
Business Combination Repayment of Assumed Debt | $ 11,000,000 | ||||
Post Road Group Debt Facility [Member] | |||||
Stock Issued During Period, Shares, New Issues | 425,000 | ||||
Additional Common Stock Shares Issued | 200,000 | ||||
Stock Issued During Period, Value, New Issues | $ 1,606,500 | ||||
Long-term Line of Credit | $ 25,000,000 | $ 25,000,000 | |||
Debt Instrument Description Of Variable Rate Basis On Non Compliance Of Debt Conditions | 11.5% plus Libor |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Operating Leases: | ||
Operating lease right-of-use assets | $ 3,136,015 | $ 0 |
Operating lease liabilities | $ 3,141,842 | $ 0 |
Weighted average remaining lease term | ||
Operating leases | 2 years 2 months 12 days | |
Weighted average remaining discount rate | ||
Operating leases | 2.50% |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2019 | $ 1,463,299 | |
2020 | 1,716,284 | |
2021 | 119,059 | |
2022 | 62,387 | |
2023 | 62,387 | |
Thereafter | 98,779 | |
Total lease payments | 3,522,195 | |
Less imputed interest | (380,353) | |
Total | $ 3,141,842 | $ 0 |
Commitments and Contingencies_4
Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Loss Contingencies [Line Items] | ||
Operating Lease, Expense | $ 482,548 | $ 132,463 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Apr. 22, 2019 | Apr. 23, 2019 |
Subsequent Event [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 400,000 | |
Device scape [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 1,692,000 | |
Business Acquisition, Share Price | $ 4.23 | |
Subsequent Event [Member] | Device scape [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,500,000 | |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 0 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Net Income (Loss) Attributable to Parent | $ (5,778,515) | $ (2,134,101) | |
Retained Earnings (Accumulated Deficit) | $ (318,403,898) | $ (312,625,383) |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued selling, general and administrative expenses | $ 3,851,308 | $ 2,396,941 |
Accrued restructuring acquisition related costs | 2,685,291 | 1,885,194 |
Accrued cost of service | 2,552,964 | 1,070,099 |
Accrued taxes (including VAT) | 2,698,297 | 2,283,999 |
Accrued interest payable | 334,868 | 67,613 |
Other accrued expenses | 444,123 | 248,534 |
Total accrued expenses | $ 12,566,851 | $ 7,952,380 |
Promissory Note and Unsecured C
Promissory Note and Unsecured Convertible Promissory Notes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | $ 0 | $ (115,500) |
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 105,000 | |
Debt Discounts & Financing Costs | 0 | 8,533 |
Amortization of debt discount and deferred financing costs | (8,533) | |
Debt Discounts & Financing Costs, accelerated amortization | $ 0 | |
Outstanding December 31, 2018 | 3,828,982 | |
Warrants And Debt Conversion Feature, Agreement Amendments | 369,720 | |
Warrants And Debt Conversion Feature, Exercises And Conversions | (84,220) | |
Outstanding March 31, 2019 | 39,500 | |
9% Unsecured Convertible Note[Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | $ 0 | $ (106,967) |
Amortization of debt discount and deferred financing costs | (8,533) | |
Debt Discounts & Financing Costs, accelerated amortization | $ 105,000 | |
9% Convetrible Note [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding December 31, 2018 | 0 | |
Warrants And Debt Conversion Feature, Agreement Amendments | 44,720 | |
Warrants And Debt Conversion Feature, Exercises And Conversions | (84,220) | |
Outstanding March 31, 2019 | 39,500 |
Business Combinations (Detail_2
Business Combinations (Details Textual) - shares | Apr. 22, 2019 | Mar. 31, 2019 | Feb. 12, 2019 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 400,000 | ||
Shareholders [Member] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 9,865,412 | ||
Employees [Member] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 705,000 | ||
IPass [Member] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Cash and Restricted Cash (Detai
Cash and Restricted Cash (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 10,699,061 | $ 6,051,709 | ||
Restricted Cash | 704,779 | 430,655 | ||
Total cash, cash equivalents and restricted cash reported in the Statement of Cash Flows | $ 11,403,840 | $ 6,482,364 | $ 15,988,645 | $ 13,737,675 |