Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2015 | Aug. 03, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | SITO MOBILE, LTD. | |
Entity Central Index Key | 1,157,817 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 16,341,778 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Current assets | ||
Cash and cash equivalents | $ 2,787,249 | $ 620,185 |
Accounts receivable, net - current portion | 4,206,799 | 2,443,308 |
Other prepaid expenses | 383,599 | 233,541 |
Total current assets | 7,377,647 | 3,297,034 |
Property and equipment, net | 516,357 | 236,706 |
Other assets | ||
Accounts receivable, net | 225,000 | 450,000 |
Capitalized software development costs, net | 1,152,909 | 639,416 |
Intangible assets: | ||
Patents | 403,589 | 447,427 |
Patent applications cost | 845,569 | 609,010 |
Software license | 831,000 | 831,000 |
Goodwill | 4,549,928 | $ 3,482,884 |
Deferred loan costs, net | 107,320 | |
Other assets including security deposits | 83,576 | $ 113,291 |
Total other assets | 8,198,891 | 6,573,028 |
Total assets | 16,092,895 | 10,106,768 |
Current liabilities | ||
Accounts payable | 1,853,610 | 1,651,805 |
Accrued expenses | 656,340 | 501,122 |
Accrued compensation - related party | 320,571 | 598,592 |
Deferred revenue | 875,883 | 378,257 |
Current obligation under capital lease | 19,997 | $ 16,661 |
Note payable, net - current portion | $ 2,631,564 | |
Convertible debentures - related party | $ 643,973 | |
Convertible debentures - unrelated parties | 3,646,926 | |
Total current liabilities | $ 6,357,965 | 7,437,336 |
Long-term liabilities | ||
Obligations under capital lease | 7,830 | $ 12,718 |
Note payable, net | 6,380,787 | |
Total long-term liabilities | 6,388,617 | $ 12,718 |
Total liabilities | $ 12,746,582 | $ 7,450,054 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Preferred stock, $.0001 par value, 5,000,000 shares authorized; none outstanding | ||
Common stock, $.01 par value; 30,000,000 shares authorized, 15,721,220 shares issued and outstanding as of June 30, 2015 and 15,072,864 shares issued and outstanding as of September 30, 2014 | $ 157,212 | $ 150,729 |
Additional paid-in capital | 139,510,754 | 136,915,516 |
Accumulated deficit | (136,321,653) | (134,409,531) |
Total stockholders' equity | 3,346,313 | 2,656,714 |
Total liabilities and stockholders' equity | $ 16,092,895 | $ 10,106,768 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Sep. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 15,721,220 | 15,072,864 |
Common stock, shares outstanding | 15,721,220 | 15,072,864 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue | ||||
Wireless applications | $ 1,387,313 | $ 1,940,147 | $ 5,816,395 | $ 5,844,468 |
Licensing and royalties | 139,535 | 71,918 | 408,120 | 821,918 |
Media placement | 2,154,030 | 131,500 | 5,070,619 | 201,500 |
Total Revenue | 3,680,878 | 2,143,565 | 11,295,134 | 6,867,886 |
Cost of Revenue | 1,444,804 | 911,973 | 4,844,832 | 2,736,542 |
Gross Profit | 2,236,074 | 1,231,592 | 6,450,302 | 4,131,344 |
Operating Expenses | ||||
General and administrative (including stock based compensation) | 1,458,665 | 1,416,961 | 3,984,537 | 5,479,261 |
Sales and marketing (including stock based compensation) | 1,267,718 | 311,648 | 2,880,210 | 777,293 |
Depreciation and amortization | 77,361 | 57,668 | 210,639 | 170,736 |
Research and development | 15,491 | 12,601 | 35,225 | 48,326 |
Total operating expenses | 2,819,235 | 1,798,878 | 7,110,611 | 6,475,616 |
Loss from operations | $ (583,161) | $ (567,286) | (660,309) | $ (2,344,272) |
Other Income (Expenses) | ||||
Interest income | 54,323 | |||
Interest expense | $ (454,199) | $ (185,274) | (1,306,136) | $ (569,097) |
Net loss before income taxes | $ (1,037,360) | $ (752,560) | $ (1,912,122) | $ (2,913,369) |
Provision for income taxes | ||||
Net loss | $ (1,037,360) | $ (752,560) | $ (1,912,122) | $ (2,913,369) |
Basic and diluted loss per share | $ (0.07) | $ (0.05) | $ (0.12) | $ (0.21) |
Weighted average shares outstanding | 15,404,817 | 14,272,863 | 15,365,638 | 14,210,108 |
Stock-based compensation expense | ||||
General and administrative | $ 124,491 | $ 340,372 | $ 424,071 | $ 1,448,762 |
Sales and marketing | 22,808 | 54,008 | ||
Total | $ 147,299 | $ 340,372 | $ 478,079 | $ 1,448,762 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Sep. 30, 2013 | $ 1,124,364 | $ 137,220 | $ 130,886,161 | $ (129,899,017) |
Beginning balance, shares at Sep. 30, 2013 | 13,722,024 | |||
Shares issued on exercise of stock options | 1,687,451 | $ 3,746 | 1,683,705 | |
Shares issued on exercise of stock options, shares | 374,596 | |||
Shares issued on exercise of stock warrants | 213,457 | $ 2,027 | 211,430 | |
Shares issued on exercise of stock warrants, shares | 202,650 | |||
Shares issued in debt conversions | 50,000 | $ 100 | 49,900 | |
Shares issued in debt conversions, shares | 10,000 | |||
Shares issue for officer compensation | 14,500 | $ 25 | 14,475 | |
Shares issue for officer compensation, shares | 2,500 | |||
Compensation recognized on option and warrant grants | 998,917 | 998,917 | ||
Purchase of common shares presented for retirement | (201,461) | $ (389) | (201,072) | |
Purchase of common shares presented for retirement, shares | (38,906) | |||
Shares issued in the acquisition of DoubleVision | 3,280,000 | $ 8,000 | $ 3,272,000 | |
Shares issued in the acquisition of DoubleVision, shares | 800,000 | |||
Net loss | (4,510,514) | $ (4,510,514) | ||
Ending balance at Sep. 30, 2014 | 2,656,714 | $ 150,729 | $ 136,915,516 | $ (134,409,531) |
Ending balance, shares at Sep. 30, 2014 | 15,072,864 | |||
Shares issued on exercise of stock warrants | 50,000 | $ 200 | 49,800 | |
Shares issued on exercise of stock warrants, shares | 20,000 | |||
Compensation recognized on option and warrant grants | 274,677 | 274,677 | ||
Shares issued for payment of services | $ 210,000 | $ 700 | 209,300 | |
Shares issued for payment of services, shares | 575,000 | 70,000 | ||
Sale of shares for cash | $ 1,000,000 | $ 2,619 | 997,381 | |
Sale of shares for cash, shares | 261,954 | |||
Additional shares issued in acquisition of DoubleVision | 1,067,044 | $ 2,964 | $ 1,064,080 | |
Additional shares issued in acquisition of DoubleVision, shares | 296,402 | |||
Net loss | (1,912,122) | $ (1,912,122) | ||
Ending balance at Jun. 30, 2015 | $ 3,346,313 | $ 157,212 | $ 139,510,754 | $ (136,321,653) |
Ending balance, shares at Jun. 30, 2015 | 15,721,220 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,912,122) | $ (2,913,369) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 87,673 | 70,072 |
Amortization expense - software development costs | 449,959 | 283,199 |
Amortization expense - patents | 125,917 | 100,665 |
Amortization expense - discount of convertible debt | 421,862 | $ 288,379 |
Amortization expense - deferred costs | 36,864 | |
Provision for bad debt | 5,500 | |
Stock based compensation | 478,079 | $ 1,448,762 |
Changes in operating assets and liabilities: | ||
(Increase) in accounts receivable, net | (1,543,991) | (705,382) |
(Increase) in prepaid expenses | (121,605) | (82,098) |
(Increase) decrease in other assets | 29,715 | (48,484) |
Increase in accounts payable | 210,805 | 146,093 |
Increase (decrease) in accrued expenses | (153,658) | 709,846 |
Increase in deferred revenue | 497,626 | 303,082 |
Increase (decrease) in accrued interest | (342,410) | 153,453 |
Net cash used in operating activities | (1,729,786) | (245,782) |
Cash Flows from Investing Activities | ||
Patents and patent applications costs | (318,638) | (259,450) |
Purchase of property and equipment | (354,164) | (62,683) |
Capitalized software development costs | (963,452) | (290,110) |
Net cash used in investing activities | (1,636,254) | (612,243) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock | $ 1,050,000 | 1,900,907 |
Purchase of Company's common stock | $ (201,461) | |
Proceeds from issuance of note payable | $ 8,205,816 | |
Principal reduction on obligation under capital lease | (14,712) | $ (12,215) |
Principal reduction on convertible debt | (3,708,000) | |
Net cash provided by financing activities | 5,533,104 | $ 1,687,231 |
Net increase in cash and cash equivalents | 2,167,064 | 829,206 |
Cash and cash equivalents - Beginning balance | 620,185 | 1,146,995 |
Cash and cash equivalents - Ending balance | 2,787,249 | 1,976,201 |
Supplemental Information: | ||
Interest expense paid | $ 1,117,758 | $ 127,264 |
Income taxes paid |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stock issued exchange for consulting services | $ 210,000 | ||
Shares issued for exchange for consulting services | 575,000 | ||
Common stock price per share | $ 2.60 | $ 2.60 | |
Issuance of commom stock shares | 296,402 | 14,799 | |
Aggregate amount of common stock issued | $ 1,067,044 | ||
Capital lease to purchase copy machine | $ 13,160 | 13,160 | |
Additional issue, value | 1,000,000 | ||
Placement revenues | $ 3,000,000 | ||
Lease payment term | 48 months | ||
Common stock options vested | 160,986 | 160,986 | |
Stock based compensation expense recognized through vesting | $ 305,532 | ||
Amortization of prepaid consulting fees | $ 81,547 | ||
Stock options granted | 5,750,000 | 116,648 | |
Recognized stock-based compensation expense | $ 478,079 | ||
Common Stock [Member] | |||
Stock issued exchange for consulting services | $ 700 | ||
Shares issued for exchange for consulting services | 70,000 | ||
Common stock price per share | $ 3.40 | $ 3.40 | |
Issuance of commom stock shares | 261,954 | 40,150 | |
Debt conversion of stock | 10,000 | ||
Debt conversion stock, amount | $ 50,000 |
Organization, History and Busin
Organization, History and Business | 9 Months Ended |
Jun. 30, 2015 | |
Organization, History and Business [Abstract] | |
Organization, History and Business | 1. Organization, History and Business SITO Mobile, Ltd. (“the Company”) was incorporated in Delaware on May 31, 2000, under its original name, Hosting Site Network, Inc. On May 12, 2008, the Company changed its name to Single Touch Systems, Inc. and on September 26, 2014, it changed its name to SITO Mobile, Ltd. The Company provides a mobile engagement platform that enables brands to increase awareness, loyalty, and ultimately sales. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Interim Financial Statements These unaudited condensed consolidated financial statements as of and for the nine (9) and three (3) months ended June 30, 2015 and 2014, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended September 30, 2014 and 2013, respectively, which are included in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on December 2, 2014. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the nine (9) and three (3) months ended June 30, 2015 are not necessarily indicative of results for the entire year ending September 30, 2015. Reclassification Certain reclassifications have been made to conform the 2014 amounts to the 2015 classifications for comparative purposes. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of SITO Mobile, Ltd. and it’s wholly-owned subsidiaries, SITO Mobile Solutions Inc., SITO Mobile R&D IP, LLC, and DoubleVision Networks Inc. (“DoubleVision”). Intercompany transactions and balances have been eliminated in consolidation. Loss per Share The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per share has not been presented since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect. Potential common shares as of June 30, 2015 that have been excluded from the computation of diluted net loss per share amounted to 3,259,086 shares and include 1,188,950 warrants and 2,070,136 options. Potential common shares as of June 30, 2014 that have been excluded from the computation of diluted net loss per share amounted to 5,209,500 shares and included 1,348,950 warrants, 3,084,950 options, and $3,878,000 of debt and accrued interest convertible into 775,600 shares of the Company’s common stock. Concentrations of Credit Risk The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit. Of the Company’s revenue earned during the nine months ended June 30, 2015, approximately 50% was generated from contracts with six customers covered under the Company’s agreements with AT&T. Of the Company’s revenue earned during the nine months ended June 30, 2014, approximately 84% was generated from contracts with eight customers covered under the Company’s master services agreement with AT&T. The Company’s accounts receivable are typically unsecured and are derived from U.S. customers in different industries. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Historically, such losses have been within management’s expectations. As of June 30, 2015 and 2014, two customers accounted for 44% and 93%, respectively, of the Company’s net accounts receivable balance, respectively. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers”. The objective of ASU 2014-19 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016 for public companies. Early adoption is not permitted. The standard permits the use of either a retrospective or modified retrospective (cumulative effect) transition method. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its consolidated financial statements nor decided upon the method of adoption. In June 2014, the FASB issued new guidance on transfers and servicing ASU 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosure), effective prospectively for fiscal years beginning after December 15, 2014 and interim periods within those years. The new guidance requires that repurchase-to-maturity transactions and repurchase financing arrangements be accounted for as secured borrowings and provides for enhanced disclosures, including the nature of collateral pledged and the time to maturity. Certain interim period disclosures for repurchase agreements and securities lending transactions are not required until the second quarter of 2015. The adoption of this new guidance will not have a material impact on the Company’s consolidated financial statements. In June 2014, the FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s consolidated financial position and results of operations. In August 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, (“ASU 2014-15”), “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its consolidated financial statements. In February 2015, the FASB issued new guidance to improve consolidation guidance for legal entities (Accounting Standards Update (“ASU”) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis), effective for fiscal years beginning after December 15, 2015 and interim periods within those years and early adoption is permitted. The new standard is intended to improve targeted areas of the consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The amendments in the ASU affect the consolidation evaluation for reporting organizations. In addition, the amendments in this ASU simplify and improve current GAAP by reducing the number of consolidation models. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. This amendment is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting this new guidance but at this time does not expect it to have an impact on the Company’s consolidated financial statements. |
Accounts receivable, net
Accounts receivable, net | 9 Months Ended |
Jun. 30, 2015 | |
Accounts receivable, net [Abstract] | |
Accounts Receivable, net | 3. Accounts Receivable, net Accounts receivable consist of the following: June 30, September 30, 2015 2014 (unaudited) Accounts receivable $ 4,440,177 $ 2,901,672 Less allowance for bad debts (8,378 ) (8,364 ) 4,431,799 2,893,308 Less current portion (4,206,799 ) (2,443,308 ) Long-term portion $ (225,000 ) $ (450,000 ) On November 12, 2013, the Company entered into an agreement with an unrelated third party regarding its usage since October 2010 of certain Company patented intellectual property. Under the agreement, the Company receives a total of $750,000 and granted extended payment terms that consist of a $100,000 payment received in November 2013, a $200,000 payment received in November 2014, a $225,000 payment to be received in November 2015 and a $225,000 payment to be received in November 2016. The Company has no obligations under the agreement. |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Jun. 30, 2015 | |
Property and Equipment, net [Abstract] | |
Property and Equipment, net | 4. Property and Equipment, net The following is a summary of property and equipment: June 30, September 30, 2015 2014 (unaudited) Equipment and computer hardware $ 684,880 $ 46,371 Office furniture 174,844 135,701 Leasehold Improvements 123,572 - Equipment held under capital lease 66,272 53,112 1,049,568 1,090,833 Less: accumulated depreciation (533,211 ) (854,127 ) $ 516,357 $ 236,706 Depreciation expense for the three and nine months ended June 30, 2015 was $36,666 and $87,673, respectively. Depreciation expense for the three and nine months ended June 30, 2014 was $24,114 and $70,072, respectively. |
Capitalized Software Developmen
Capitalized Software Development Costs, net | 9 Months Ended |
Jun. 30, 2015 | |
Capitalized Software Development Costs, net [Abstract] | |
Capitalized Software Development Costs, net | 5. Capitalized Software Development Costs, net The following is a summary of capitalized software development costs: June 30, September 30, 2015 2014 (unaudited) Beginning balance $ 639,416 $ 343,575 Additions 963,452 712,450 Amortization (449,959 ) (416,609 ) Ending balance $ 1,152,909 $ 639,416 Amortization expense for the three and nine months ended June 30, 2015 was $176,704 and $449,959, respectively. Amortization expense for the three and nine months ended June 30, 2014 was $94,418 and $283,199, respectively. As of June 30, 2015, amortization expense for the remaining estimated lives of these costs is as follows: Year Ending June 30, 2016 $ 486,149 2017 411,239 2018 255,521 $ 1,152,909 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Jun. 30, 2015 | |
Intangible Assets [Abstract] | |
Intangible Assets | 6. Intangible Assets Patents The following is a summary of capitalized patent costs: June 30, September 30, 2015 2014 (unaudited) Patent costs $ 1,218,043 $ 1,135,964 Amortization (814,454 ) (688,537 ) $ 403,589 $ 447,427 Amortization expenses for the three and nine months ended June 30, 2015 was $43,645 and $125,917, respectively. Amortization expenses for the three and nine months ended June 30, 2014 was $33,555 and $100,665, respectively. A schedule of amortization expense over the estimated remaining lives of the patents is as follows: Year Ending June 30, 2016 $ 174,006 2017 123,476 2018 30,556 2019 23,235 2020 21,971 Remainder 30,345 $ 403,589 Software license On March 30, 2012, the Company acquired an exclusive perpetual license to utilize the “Anywhere” software and related source code from Soap Box Mobile, Inc. (“Soapbox”), a company in which the Company’s Executive Chairman at the time owned a majority preferred interest of the license grant. The Company paid $785,000 in cash and 20,000 shares of Company common stock for the exclusive perpetual license, of which the former Executive Chairman received $755,000 under terms of a November 27, 2012 agreement. The Company has valued the license at $831,000, which consists of the $785,000 in cash consideration and the $46,000 fair value assigned to the 20,000 shares of Company common stock. The perpetual license is a long-term asset that is not subject to amortization. Goodwill |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Jun. 30, 2015 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 7. Accrued Expenses The following is a summary of accrued expenses: June 30, September 30, 2015 2014 (unaudited) Accrued applications costs $ 190,761 $ 171,732 Accrued payroll and related expenses - unrelated parties 229,489 125,910 Accrued professional fees 235,290 202,680 Other accrued expenses 800 800 $ 656,340 $ 501,122 |
Capital Leases
Capital Leases | 9 Months Ended |
Jun. 30, 2015 | |
Capital Leases [Abstract] | |
Capital Leases | 8. Capital Leases The Company leases various office equipment under multiple capital leases that expire in 2016 and 2018. The equipment has a cost of $66,272. Minimum future lease payments under the capital leases at June 30, 2015 for each of the next four years and in the aggregate are as follows: Year Ending June 30, 2016 $ 20,888 2017 3,790 2018 3,790 2019 947 Total minimum lease payments 29,415 Less amount representing interest (1,588 ) Present value of net minimum lease payments $ 27,827 The effective interest rate charged on the capital leases range from approximately 2.25% to 7.428% per annum. The leases provide for a $1 purchase option. Interest charged to operations for the three and nine months ended June 30, 2015 was $310 and $953, respectively. Interest charged to operations for the three and nine months ended June 30, 2014 was $182 and $606, respectively. Depreciation charged to operations for the three and nine months ended June 30, 2015 was $3,314 and $9,793, respectively. Depreciation charged to operation for the three and nine months ended June 31, 2014 was $2,656 and $7,967, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 9. Income Taxes As of June 30, 2015, the Company has a net operating loss carryover of approximately $38,500,000 available to offset future income for income tax reporting purposes, which will expire in various years through 2034, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382. We adopted the provisions of ASC 740-10-50. We had no material unrecognized income tax assets or liabilities for the nine months ended June 30, 2015 or for the nine months ended June 30, 2014. Our policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the three and nine months ended June 30, 2015 and 2014, there were no federal income tax, or related interest and penalty items in the income statement, or liability on the balance sheet. We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years ending on or before September 30, 2011 or California state income tax examination by tax authorities for years ending on or before September 30, 2010. We are not currently involved in any income tax examinations. |
Convertible Debentures
Convertible Debentures | 9 Months Ended |
Jun. 30, 2015 | |
Convertible Debentures and Note Payable [Abstract] | |
Convertible Debentures | 13. Convertible Debentures March 31, September 30, 2014 (unaudited) Notes Payable: Convertible term note (a) $ - $ 1,700,000 Convertible term note (b) - 275,000 Convertible term note (c) - 1,030,000 Convertible term note (d) - 255,000 Convertible term note (e) - 448,000 Principal balance - 3,708,000 Accrued Interest - 582,899 - 4,290,899 Less: discount on debt - - - 4,290,899 Less: current portion - (4,290,899 ) Long-term debt $ - $ - a) In November and December 2011, the Company entered into convertible term notes bearing interest at 10% per annum with a maturity date of August 31, 2014 and issued warrants to purchase 3,600,000 shares of the Company’s common stock at $0.25 per share that expire on September 7, 2015. The notes provided for conversion of the outstanding principal and the first year’s accrued interest, in the amount of $170,000, into shares of common stock at a conversion price of $0.50 per share at the option of the holders. In October 2014, the Company repaid the notes in full with a cash payment. b) On September 7, 2012, the Company entered into convertible term notes bearing interest at 10% per annum, payable semi-annually, with principal, having a maturity date of September 7, 2014 and issued warrants to purchase 550,000 shares of the Company’s common stock at $0.25 per share that expire on September 17, 2015. The notes provided for conversion of the outstanding principal into shares of common stock at a conversion price of $0.50 per share at the option of the holders. In October 2014, the Company repaid the notes in full with a cash payment. c) On September 27, 2012, the Company entered into convertible term notes bearing interest at 10% per annum, payable semi-annually, with principal having a maturity date of September 27, 2014 and issued warrants to purchase 2,060,000 shares of the Company’s common stock at $0.25 per share that expires on September 27, 2015. The notes provided for conversion of the outstanding principal into shares of common stock at a conversion price of $0.50 per share at the option of the. In October 2014, the Company repaid the notes in full with a cash payment. d) On September 28, 2012, the Company entered into convertible term notes bearing interest at 10% per annum, payable semi-annually, with principal having a maturity date of September 28, 2014 and issued warrants to purchase 510,000 shares of the Company’s common stock at $0.25 per share that expire on September 28, 2015. The notes provided for conversion of the outstanding principal into shares of common stock at a conversion price of $0.50 per share at the option of the holders. In October 2014, the Company repaid the notes in full with a cash payment. e) On October 5, 2012, the Company entered into convertible term notes bearing interest at 10% per annum, payable semi-annually, with principal having a maturity date of October 5, 2014 and issued warrants to purchase 896,000 shares of the Company’s common stock at $0.25 per share that expire on October 5, 2015. The notes provided for conversion of the outstanding principal into shares of common stock at a conversion price of $0.50 per share at the option of the holders. In October 2014, the Company repaid the notes in full with a cash payment. In connection with the 2012 private offering of convertible term notes, the Company incurred offering costs totaling $424,843 including the fair value of warrants issued to the Placement Agent to purchase 479,920 shares of the Company’s common stock at a purchase price of $0.304 per share. The value of the warrants of $166,319 was calculated using the Binomial Option model with risk-free interest rates ranging from 0.31% to 0.34%, volatility ranging from 94.17% to 95.23%, and trading prices ranging from $0.28 to $0.33 per share. The $424,843 was amortized over the two-year term of the related debt using the effective interest method. The convertible term notes were recorded net of discounts that include the relative fair value of the warrants, the notes’ beneficial conversion features, and the above indicated loan fee, all totaling $1,530,415. The discounts were amortized to interest expense over the term of the various notes using the effective interest method. The initial value of the warrants of $1,124,773 issued to investors was calculated using the Binomial Option model with a risk-free interest rates ranging from 0.31% to 0.43%, volatility ranging from 94.17% to 103.00%, and trading prices ranging from $0.22 to $0.35 per share. The beneficial conversion feature of $51,516 was calculated using trading prices ranging from $0.26 to $0.35 per share and an effective conversion price $0.0322 per share. Interest expense on the convertible term notes for the three and six months ended March 31, 2015 was $0 and $1,950, respectively. Amortization of the discounts for the three and six months ended March 31, 2015 totaled $0 and $0, respectively, which was charged to interest expense. Interest expense on the convertible term notes for the three and six months ended March 31, 2014 was $92,454 and $187,176, respectively. Amortization of the discounts for the three and six months ended March 31, 2014 was $98,378 and $196,223, respectively. |
Note Payable, net
Note Payable, net | 9 Months Ended |
Jun. 30, 2015 | |
Convertible Debentures and Note Payable [Abstract] | |
Note Payable, net | 11. Note Payable, net June 30, 2015 September 30, 2014 (unaudited) Notes Payable, net: Principal outstanding $ 10,000,000 $ - Accrued Interest 151,003 - Accrued Termination Fee 89,486 10,240,489 - Less: discount on note payable (1,228,138 ) - 9,012,351 - Less: current portion, net (2,631,564 ) - Long-term portion, net $ 6,380,787 $ - On October 3, 2014 (the “Effective Date”), the Company and its wholly owned subsidiaries, , SITO Mobile Solutions Inc., SITO Mobile R&D IP, LLC, entered into a Revenue Sharing and Note Purchase Agreement (the “Agreement”) with Fortress Credit Co LLC, as collateral agent (the “Collateral Agent”), and CF DB EZ LLC (the “Revenue Participant”) and the Fortress Credit Co LLC (the “Note Purchaser” and together with the Revenue Participant, the “Investors”). On the Effective Date, the Company issued and sold a senior secured note (the “Note”) with an aggregate original principal amount of $10,000,000 (the “Original Principal Amount”) and issued, pursuant to a Subscription Agreement, 261,954 new shares of common stock to Fortress at $3.817 per share (which represents the trailing 30-day average closing price) for an aggregate amount of $1,000,000. After deducting original issue discount of 10% on the Notes and a structuring fee to the Investors, the Company received $8,850,000 before paying legal and due diligence expenses. The principal amount of the Note bears interest at a rate equal to LIBOR plus 9% per annum. Such interest is payable in cash except that 2% per annum of the interest shall be paid-in-kind, by increasing the principal amount of the Notes by the amount of such interest. The term of the Notes is 42 months and the Company must make, beginning in October 2015, monthly amortization payments on the Notes, each in a principal amount equal to $333,334 until the Note is paid in full. The Company shall also apply 85% of Monetization Revenues (as defined in the Agreement) from the Company’s patents to the payment of accrued and unpaid interest on, and then to repay outstanding principal (at par) of, the Notes until all amounts due with respect to the Notes has been paid in full. After the repayment of the Notes, in addition to the interest, the Company shall pay the Revenue Participants up to 50% of Monetization Revenues totaling (i) $5,000,000, if paid in full prior to March 31, 2018 and (ii) $7,500,000 thereafter (the “Revenue Stream”). The Company must also pay $350,000 to the Note Purchasers upon repayment of the Notes. The Company may prepay the Notes in whole or in part, without penalty or premium, except that any optional prepayments of the Notes prior to the first anniversary of the Effective Date shall be accompanied by a prepayment premium equal to 5% of the principal amount prepaid. The Agreement contains certain standard Events of Default. The Company granted to the Collateral Agent, for the benefit of the Secured Parties, a non-exclusive, royalty free, license (including the right to grant sublicenses) with respect to the Patents, which shall be evidenced by, and reflected in, the Patent License Agreement. The Collateral Agent and the Investors agree that the Collateral Agent shall only use such license following an Event of Default. Pursuant to the Security Agreement, the Company granted the Investors a first priority senior security interest in all of the Company’s assets. The Company and the Investors assigned a value of $500,000 to the revenue sharing terms of the Agreement and in accordance with ASC 470-10-25 “Debt Recognition”, the Company recognized $500,000 as deferred revenue and a discount on the Note that is amortized over the 42-month term of the Note using the effective interest method. For the three and nine months ended June 30, 2015, the Company recognized $46,238 and $127,837, respectively in licensing revenue and interest expense from amortization of the deferred revenue. Interest expense on the Note for the three and nine months ended June 30, 2015 was $255,734 and $755,019, respectively. Amortization of the discounts for the three and nine months ended June 30, 2015 totaled $152,586 and $421,862, respectively, which was charged to interest expense. Accrual of termination fees for the three and nine months ended June 30, 2015 was $32,367 and $89,486, respectively, which was charged to interest expense. There were no accruals of termination fees for the three and nine months ended June 30, 2014. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Jun. 30, 2015 | |
Stock Based Compensation [Abstract] | |
Stock Based Compensation | 12. Stock Based Compensation During the nine months ended June 30, 2015, the Company recognized stock-based compensation expense totaling $478,079, of which $91,000 was for payment of consulting services through the issuance of 35,000 common shares, $305,532 was recognized through the vesting of 160,986 common stock options, and $81,547 from the amortization of prepaid consulting fees compensated through the granting of 575,000 options (See Note 15). During the nine months ended June 30, 2014, the Company recognized stock-based compensation expense totaling $1,448,762, of which $14,500 was recognized through the issuance of 2,500 common shares to the Company’s Chief Financial Officer, $625,320 was recognized through the vesting of 335,000 common stock options and $808,942 from the amortization of prepaid consulting fees compensated through the granting of 575,000 options. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Effective December 13, 2013, the former Executive Chairman’s employment under the employment agreement by and between the Company and the former Executive Chairman, or otherwise, was terminated. Pursuant to a Separation Agreement and General Release dated April 9, 2014, the former Executive Chairman resigned from the Board of Directors. For the nine months ended June 30, 2015, the Company paid $100,851 representing the remaining severance obligation costs under the Separation Agreement and General Release. On April 21, 2014 (the “Effective Date”), SITO Mobile R&D IP, LLC, the Company’s wholly-owned subsidiary, through a joint venture arrangement organized as a limited liability company (the “JV”) with Personalized Media Communications, LLC (“PMC”), entered into a Joint Licensing Program Agreement (the “Agreement”) with a national broadcasting entity (“Licensee”) pursuant to which the JV granted the Licensee a term-limited license ( the “License”) to all patents licensable b the JV (“Patents”), including an exclusive license to assert the Patents against certain infringing parties in the media distribution industry. In exchange for the License, the Licensee agreed to pay an annual fee of $1,250,000 for a minimum of three years (“Annual Fee”). Commencing three years from the Effective Date, the Licensee may each year, at its sole option, pay a $1,250,000 license fee to renew the License for every year for four additional years. Once the Licensee has paid a total of $8,750,000 in license fees, either in one lump sum or after paying $1,250,000 annually for seven years, the License is deemed to be perpetual. For Patents infringement actions provided for under the License, the Licensee will pay 20% of the gross proceeds from settlements received less any Annual Fee amounts paid and litigation costs incurred (“Share of Proceeds”). SITO Mobile R&D IP, LLC and its joint venture partner will serve as co-plaintiffs with the Licensee in infringement actions under the License and the Licensee will be responsible for any out-of-pocket costs of the JV associated with being a co-plaintiff in supporting Licensee in such litigation, including attorneys’ fees. The Licensee will pay the Annual Fee and any Share of Proceeds to the JV. Proceeds received by the JV are shared by SITO Mobile R&D IP, LLC and PMC on a 30% and 70% basis, respectively. In the event that the Licensee does not assert any infringement actions under its rights in the License within five years of the Effective Date, the JV may, at its sole option, choose to terminate Licensee’s exclusive right to assert infringement claims with no reduction or adjustment to the Annual Fee. For the three and nine months ended June 30, 2015, the Company amortized $93,297 and $280,283 in revenue and as of June 30, 2015 has $303,279 in deferred revenue under the Licensing Agreement. The Company entered into a Separation and General Release Agreement (the “Separation Agreement”) with its former Chief Executive Officer, James Orsini, which confirmed his removal from all positions held with the Company, including its subsidiaries, divisions, affiliates, partnerships, joint ventures and related business entities, effective September 19, 2014. Pursuant to the terms of the Separation Agreement and in accordance with the terms of his employment agreement, the Company will pay to Mr. Orsini, one year of his base salary, accrued but unused vacation time and will provide continued medical coverage for a period of one year. In addition, the Company reimbursed Mr. Orsini $10,000 for his attorneys’ fees in connection with his Separation Agreement. In exchange for these payments, and other provisions, Mr. Orsini agreed to a general release in favor of the Company. The Separation Agreement became effective September 19, 2014. For the three and nine months ended June 30, 2015, the Company paid $116,410 and $338,476 under terms of the Separation Agreement and has accrued $119,374 in remaining obligations. On November 10, 2014, the Company granted options to a Director to purchase 25,000 of Company common stock at a purchase price of $3.03 per share expiring November 10, 2019. The 25,000 options were valued at $48,325 under the Binomial Option Model using a trading price of $2.90 per share, a risk free interest rate of 1.65%, and volatility of 102.66%. The options immediately vested upon grant and the $48,325 was fully charged to operations on the date of grant. On November 21, 2014, the Company granted options to an employee to purchase 15,000 of Company common stock at a purchase price of $2.805 per share expiring November 21, 2019. The 15,000 options were valued at $28,230 under the Binomial Option Model using a trading price of $2.60 per share, a risk free interest rate of 1.60%, and volatility of 100.62%. The options vest in increments of 5,000 shares over a three-year period and the $28,230 is charged to operations over the vesting period of the options. On November 21, 2014, the Company granted options to an employee to purchase 38,000 of Company common stock at a purchase price of $2.805 per share expiring November 21, 2019. The 38,000 options were valued at $71,516 under the Binomial Option Model using a trading price of $2.60 per share, a risk free interest rate of 1.60%, and volatility of 100.62%. The options vest in increments of 12,667 shares over a three-year period and the $71,516 is charged to operations over the vesting period of the options. On November 21, 2014, the Company approved a compensation plan for the executive officers of the Company which provides for the payment of a cash bonus and an equity grant of performance options to the Company’s Chief Executive Officer and its Chief Financial Officer (the “Executives”). Each Executive is eligible for an annual cash bonus, based upon net revenue, gross margins, and individual key performance indicators, set annually by the Company’s Compensation Committee (the “Target Performance”). The target bonus for the Chief Executive Officer is 50% of his base salary and for the Chief Financial Officer, the target bonus is 40% of his base salary. Eighty percent of the cash bonus is based upon the target net revenues and gross margins of the Company with 20% of the cash bonus based upon individual key performance indicators. Fifty percent of the target cash bonus will be paid if threshold performance of 80% of the Target Performance is achieved, 100% of the target cash bonus will be paid if the Target Performance is reached, with 150% of the cash bonus paid if 120% of the Target Performance is achieved. As of March 31, 2015, the Company has accrued $84,563 in compensation expense for the potential incentive cash bonuses. The equity grant component of the compensation plan provides for the grant of 105,000 performance options to purchase shares of Company common stock to the Chief Executive Officer and 42,000 performance options to purchase shares of Company common stock to the Chief Financial Officer, with the number of performance options to be received by each of the Executives based upon the achievement by the Company of certain net revenues and gross margins targets. The performance options will vest in three year increments commencing on the grant date and are exercisable at a price of $2.805. As of June 30, 2015, the Company has accrued $30,855 in stock compensation expense for the potential incentive stock option bonuses. On December 15, 2014 the Company granted options to 21 employees to purchase an aggregate of 43,500 shares of Company common stock at a purchase price of $2.50 per share expiring December 15, 2019. The 43,500 options were valued at $72,341 under the Binomial Option Model using a trading price of $2.30 per share, a risk free interest rate of 1.64%, and volatility of 100.54%. The options vest in increments of 14,500 shares over a three-year period and the $72,341 is charged to operations over the vesting period of the options. On May 20, 2015 the Company granted options to a Director to purchase an aggregate of 20,000 shares of Company common stock at a purchase price of $3.318 per share expiring May 20, 2020. The 20,000 options were valued at $48,000 under the Binomial Option Model using a trading price of $3.20 per share, a risk free interest rate of 1.56%, and volatility of 103.26%. The options immediately vested upon grant and the $48,000 was fully charged to operations on the date of grant. On May 20, 2015 the Company granted options to a Director to purchase an aggregate of 16,986 shares of Company common stock at a purchase price of $3.318 per share expiring May 20, 2020. The 16,986 options were valued at $40,767 under the Binomial Option Model using a trading price of $3.20 per share, a risk free interest rate of 1.56%, and volatility of 103.26%. The options immediately vested upon grant and the $40,767 was fully charged to operations on the date of grant. On May 20, 2015 the Company granted options to an employee to purchase an aggregate of 2,500 shares of Company common stock at a purchase price of $3.318 per share expiring May 20, 2020. The 2,500 options were valued at $6,000 under the Binomial Option Model using a trading price of $3.20 per share, a risk free interest rate of 1.56%, and volatility of 103.26%. The options vest in increments over a three-year period and the $6,000 is charged to operations over the vesting period of the options. |
Fair Value
Fair Value | 9 Months Ended |
Jun. 30, 2015 | |
Fair Value [Abstract] | |
Fair Value | 14. Fair Value The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair values because of the relatively short period of time between the origination of these instruments and their expected realization. The Company determines the fair value of obligations under capital lease, notes payable and convertible debentures based on the effective yields of similar obligations (Level 2). ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, which are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company did not identify any other assets and liabilities that are required to be presented on the consolidated balance sheets at fair value. The Company does not have any assets or liabilities measured at fair value on a recurring basis at June 30, 2015. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the nine months ended June 30, 2015. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 15. Stockholders’ Equity Common Stock The holders of the Company's common stock are entitled to one vote per share of common stock held. During the nine months ended June 30, 2015, the Company issued 648,356 shares of common stock of which 20,000 shares were issued upon exercise of warrants for which the Company received $50,000 in gross proceeds, issued 261,954 shares for which the Company received $1,000,000 in gross proceeds, 70,000 shares for which the Company received consulting services valued at $210,000 and issued 296,402 in connection with the purchase agreement with DoubleVision Networks Inc. During the nine months ended June 30, 2014, the Company issued 40,150 shares of its common stock of which 30,150 shares were issued upon exercise of warrants for which the Company received $75,456 in gross proceeds and 10,000 shares were issued for the conversion of debt in the amount of $50,000. Warrants During the nine months ended June 30, 2015, no warrants were granted, 20,000 warrants exercised to purchase 20,000 shares of the Company’s common stock at an exercise price of $2.50, and 140,000 warrants expired. During the nine months ended June 30, 2014, three warrant holders exercised 30,150 warrants to purchase 30,150 shares of the Company common stock of which 30,000 warrants had an exercise price of $2.50 per share and 150 warrants had an exercise price of $3.04 per share. Options On November 10, 2014, the Company granted options to a newly appointed Director to purchase 25,000 of Company common stock at a purchase price of $3.03 per share that expires November 10, 2019. The 25,000 options were valued at $48,325 under the Binomial Option Model using a trading price of $2.90 per share, a risk free interest rate of 1.65%, and volatility of 102.66%. The options immediately vested and the $48,325 was fully charged to operations on the date of grant. On November 21, 2014 the Company granted options to an Employee to purchase 15,000 of Company common stock at a purchase price of $2.805 per share that expire on November 21, 2019. The 15,000 options were valued at $28,230 under the Binomial Option Model using a trading price of $2.60 per share, a risk free interest rate of 1.60%, and volatility of 100.62%. The options vest in increments of 5,000 shares over a three-year period and the $28,230 is charged to operations over the vesting period of the options. On November 21, 2014 the Company granted options to an Employee to purchase 38,000 of Company common stock at a purchase price of $2.805 per share expiring November 21, 2019. The 38,000 options were valued at $71,516 under the Binomial Option Model using a trading price of $2.60 per share, a risk free interest rate of 1.60%, and volatility of 100.62%. The options vest in increments of 12,667 shares over a three year period and the $71,516 is charged to operations over the vesting period of the options. On December 15, 2014 the Company granted 21 employees options to purchase an aggregate of 43,500 shares of Company common stock at a purchase price of $2.50 per share expiring December 15, 2019. The 43,500 options were valued at $72,341 under the Binomial Option Model using a trading price of $2.30 per share, a risk free interest rate of 1.64%, and volatility of 100.54%. The options vest in increments of 14,500 shares over a three year period and the $72,341 is charged to operations over the vesting period of the options. On May 20, 2015 the Company granted options to a Director to purchase an aggregate of 20,000 shares of Company common stock at a purchase price of $3.318 per share expiring May 20, 2020. The 20,000 options were valued at $48,000 under the Binomial Option Model using a trading price of $3.20 per share, a risk free interest rate of 1.56%, and volatility of 103.26%. The options immediately vested upon grant and the $48,000 was fully charged to operations on the date of grant. On May 20, 2015 the Company granted options to a Director to purchase an aggregate of 16,986 shares of Company common stock at a purchase price of $3.318 per share expiring May 20, 2020. The 16,986 options were valued at $40,767 under the Binomial Option Model using a trading price of $3.20 per share, a risk free interest rate of 1.56%, and volatility of 103.26%. The options immediately vested upon grant and the $40,767 was fully charged to operations on the date of grant. On May 20, 2015 the Company granted options to an employee to purchase an aggregate of 2,500 shares of Company common stock at a purchase price of $3.318 per share expiring May 20, 2020. The 2,500 options were valued at $6,000 under the Binomial Option Model using a trading price of $3.20 per share, a risk free interest rate of 1.56%, and volatility of 103.26%. The options vest in increments over a three-year period and the $6,000 is charged to operations over the vesting period of the options. A summary of outstanding stock warrants and options is as follows: Number of Shares Weighted Average Exercise Price Outstanding – September 30, 2013 4,970,495 $ 4.80 Granted 215,000 $ 5.80 Exercised (679,095 ) $ (3.60 ) Cancelled (522,500 ) $ (5.50 ) Outstanding – September 30, 2014 3,983,900 $ 4.80 Granted 160,986 $ 2.70 Exercised (20,000 ) $ (2.50 ) Cancelled (865,800 ) $ (3.80 ) Outstanding – June 30, 2015 3,259,086 $ 4.90 Of the 3,259,086 options and warrants outstanding, 3,110,086 are fully vested and currently available for exercise. |
Commitments and Contingency
Commitments and Contingency | 9 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingency [Abstract] | |
Commitments and Contingency | 16. Commitments and Contingency Operating Leases The Company leases office space in Rogers, Arkansas; Jersey City, New Jersey; Boise, Idaho; and Royal Oak, Michigan. The Rogers office is leased for a term of five years, effective January 1, 2012. The Company’s Boise office space is subject to a 38-month lease that commenced on May 1, 2014. The Jersey City office lease, amended on November 6, 2014, expires on November 30, 2018 and the Company has the option to extend the term for an additional five years. In addition to paying rent, the Company is also required to pay its pro rata share of the property’s operating expenses. The Company entered into a sub-lease agreement on May 22, 2015 for an office in Michigan. The term for the office space is month to month. Rent expense for the three months ended June 30, 2015 and 2014 was $89,629 and $50,487, respectively. Rent expense for the nine months ended June 30, 2015 and 2014 was $236,474 and $163,070, respectively. Minimum future rental payments under non-cancellable operating leases with terms in excess of one year as of June 30, 2015 for the next five years and in the aggregate are: 2016 $ 327,119 2017 305,663 2018 256,608 2019 106,920 2020 - $ 996,310 |
Double Vision Acquisition
Double Vision Acquisition | 9 Months Ended |
Jun. 30, 2015 | |
Double Vision Acquisition [Abstract] | |
Double Vision Acquisition | 17. DoubleVision Acquisition On July 24, 2014, the Company acquired all of the outstanding capital stock of DoubleVision, a provider of mobile media for clients looking to place advertisements in mobile devices based on real-time data. With this acquisition, the Company integrated DoubleVision’s ability to provide real-time advertising in its mobile media market with our product offerings. The contractual price for the acquisition was $3,680,000 which was paid by issuing 800,000 shares of the Company’s common stock to DoubleVision’s shareholders at an agreed-upon valuation of $4.10 per share, plus a cash payment of $400,000 to one of DoubleVision’s creditors. In addition to the initial purchase price, the agreement called for $1,000,000 in contingent consideration based on the Company achieving $3,000,000 in media placement revenue in the twelve months ended July 31, 2014. At March 31, 2015, the Company recorded the additional $1,000,000 purchase price payable in anticipation of achieving the revenue milestone and increased goodwill to $4,482,884 as of March 31, 2015. During the quarter ended June 30, 2015, the Company has issued 296,402 of its common stock at $3.60 per share for an aggregate amount of $1,067,044 in satisfaction of the purchase price payable and increased goodwill of $67,044. As of June 30, 2015, the allocation of the purchase price to the assets acquired and liabilities assumed on the acquisition date was as follows: Cash and cash equivalents $ 10,102 Accounts receivable 43,574 Note receivable 10,000 Machinery and equipment 21,764 Software development costs 260,524 Security deposit 6,150 Goodwill 3,482,884 Accounts payable (154,998 ) Total purchase price $ 3,680,000 The following table summarizes the fair value of identifiable intangible assets acquired: Software development costs $ 260,524 Total intangible assets acquired, excluding goodwill $ 260,524 The excess of the fair value of the total consideration over the estimated fair value of the net assets was recorded as goodwill, which was primarily attributable to the synergies expected from combining the technologies, including complementary products that will enhance the Company’s overall product portfolio, and the value of the workforce that became our employees following the closing of the acquisition. The goodwill recognized is not deductible for income tax purposes. Pro forma Information The following unaudited pro forma information presents the consolidated results of operation of the company as if the acquisition completed during the year ended September 30, 2014 had occurred at the beginning of the applicable annual reporting period, with pro forma adjustments to give effect to intercompany transactions to be eliminated, amortization of intangible assets, share-based compensation, and transaction costs directly associated with the acquisition: Net revenue $ 10,681,740 Net loss (4,046,089 ) Net loss per share (0.30 ) Net loss per share-diluted (0.30 ) These unaudited pro forma condensed consolidated financial results have been prepared for illustrative purposes only and do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the first day of the earliest period presented, or of the future results of the consolidated entities. The unaudited pro forma consolidated financial information does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisition. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events On July 8, 2015, the Company, Hipcricket, Inc. and, solely as a guarantor of Hipcricket’s indemnity obligations, ESW Capital LLC entered into an Asset Purchase Agreement pursuant to which the Company acquired assets of Hipcricket’s mobile advertising business. The Company paid a consideration of $1,300,000 in cash and issued to Hipcricket 620,560 shares of the Company’s common stock that the parties agreed to value at $2,544,917. The Company acquired all rights in, to contracts with Hipcricket’s mobile advertising customers, customer lists and records as well as certain intellectual assets and properties used in Hipcricket’s mobile advertising business. The Company hired certain employees of Hipcricket to service the Hipcricket customers. In July 2015, we issued 25,000 shares of our common stock for the exercise of 25,000 warrants to purchase our common stock at $2.50 per share. On July 29, 2015, the Company filed an amendment to the Certificate of Incorporation to effect a 1-for-10 reverse split of its issued and outstanding common stock the reverse split became effective in the market on July 30, 2015. Following the reverse split, every ten shares of the Company's issued and outstanding common stock were be automatically combined and converted into one issued and outstanding share of common stock with a par value of $0.001 per share. No fractional shares are to be issued. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements These unaudited condensed consolidated financial statements as of and for the nine (9) and three (3) months ended June 30, 2015 and 2014, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended September 30, 2014 and 2013, respectively, which are included in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on December 2, 2014. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the nine (9) and three (3) months ended June 30, 2015 are not necessarily indicative of results for the entire year ending September 30, 2015. |
Reclassification | Reclassification Certain reclassifications have been made to conform the 2014 amounts to the 2015 classifications for comparative purposes. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of SITO Mobile, Ltd. and it’s wholly-owned subsidiaries, SITO Mobile Solutions Inc., SITO Mobile R&D IP, LLC, and DoubleVision Networks Inc. (“DoubleVision”). Intercompany transactions and balances have been eliminated in consolidation. |
Loss per Share | Loss per Share The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per share has not been presented since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect. Potential common shares as of June 30, 2015 that have been excluded from the computation of diluted net loss per share amounted to 3,259,086 shares and include 1,188,950 warrants and 2,070,136 options. Potential common shares as of June 30, 2014 that have been excluded from the computation of diluted net loss per share amounted to 5,209,500 shares and included 1,348,950 warrants, 3,084,950 options, and $3,878,000 of debt and accrued interest convertible into 775,600 shares of the Company’s common stock. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit. Of the Company’s revenue earned during the nine months ended June 30, 2015, approximately 50% was generated from contracts with six customers covered under the Company’s agreements with AT&T. Of the Company’s revenue earned during the nine months ended June 30, 2014, approximately 84% was generated from contracts with eight customers covered under the Company’s master services agreement with AT&T. The Company’s accounts receivable are typically unsecured and are derived from U.S. customers in different industries. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Historically, such losses have been within management’s expectations. As of June 30, 2015 and 2014, two customers accounted for 44% and 93%, respectively, of the Company’s net accounts receivable balance, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers”. The objective of ASU 2014-19 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016 for public companies. Early adoption is not permitted. The standard permits the use of either a retrospective or modified retrospective (cumulative effect) transition method. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its consolidated financial statements nor decided upon the method of adoption. In June 2014, the FASB issued new guidance on transfers and servicing ASU 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosure), effective prospectively for fiscal years beginning after December 15, 2014 and interim periods within those years. The new guidance requires that repurchase-to-maturity transactions and repurchase financing arrangements be accounted for as secured borrowings and provides for enhanced disclosures, including the nature of collateral pledged and the time to maturity. Certain interim period disclosures for repurchase agreements and securities lending transactions are not required until the second quarter of 2015. The adoption of this new guidance will not have a material impact on the Company’s consolidated financial statements. In June 2014, the FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s consolidated financial position and results of operations. In August 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, (“ASU 2014-15”), “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its consolidated financial statements. In February 2015, the FASB issued new guidance to improve consolidation guidance for legal entities (Accounting Standards Update (“ASU”) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis), effective for fiscal years beginning after December 15, 2015 and interim periods within those years and early adoption is permitted. The new standard is intended to improve targeted areas of the consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The amendments in the ASU affect the consolidation evaluation for reporting organizations. In addition, the amendments in this ASU simplify and improve current GAAP by reducing the number of consolidation models. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. This amendment is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting this new guidance but at this time does not expect it to have an impact on the Company’s consolidated financial statements. |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Accounts receivable, net [Abstract] | |
Schedule of accounts receivable | June 30, September 30, 2015 2014 (unaudited) Accounts receivable $ 4,440,177 $ 2,901,672 Less allowance for bad debts (8,378 ) (8,364 ) 4,431,799 2,893,308 Less current portion (4,206,799 ) (2,443,308 ) Long-term portion $ (225,000 ) $ (450,000 ) |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Property and Equipment, net [Abstract] | |
Summary of property and equipment | June 30, September 30, 2015 2014 (unaudited) Equipment and computer hardware $ 684,880 $ 46,371 Office furniture 174,844 135,701 Leasehold Improvements 123,572 - Equipment held under capital lease 66,272 53,112 1,049,568 1,090,833 Less: accumulated depreciation (533,211 ) (854,127 ) $ 516,357 $ 236,706 |
Capitalized Software Developm29
Capitalized Software Development Costs, net (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Capitalized Software Development Costs, net [Abstract] | |
Summary of capitalized software development costs | June 30, September 30, 2015 2014 (unaudited) Beginning balance $ 639,416 $ 343,575 Additions 963,452 712,450 Amortization (449,959 ) (416,609 ) Ending balance $ 1,152,909 $ 639,416 |
Amortization expense for the estimated lives | 2016 $ 486,149 2017 411,239 2018 255,521 $ 1,152,909 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Intangible Assets [Abstract] | |
Summary of capitalized patent costs | June 30, September 30, 2015 2014 (unaudited) Patent costs $ 1,218,043 $ 1,135,964 Amortization (814,454 ) (688,537 ) $ 403,589 $ 447,427 |
Summary of amortization expense over the estimated remaining lives of the patents | 2016 $ 174,006 2017 123,476 2018 30,556 2019 23,235 2020 21,971 Remainder 30,345 $ 403,589 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Accrued Expenses [Abstract] | |
Summary of accrued expenses | June 30, September 30, 2015 2014 (unaudited) Accrued applications costs $ 190,761 $ 171,732 Accrued payroll and related expenses - unrelated parties 229,489 125,910 Accrued professional fees 235,290 202,680 Other accrued expenses 800 800 656,340 $ 501,122 |
Capital Leases (Tables)
Capital Leases (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Capital Leases [Abstract] | |
Schedule of minimum future lease payments under the capital lease | 2016 $ 20,888 2017 3,790 2018 3,790 2019 947 Total minimum lease payments 29,415 Less amount representing interest (1,588 ) Present value of net minimum lease payments $ 27,827 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Convertible Debentures and Note Payable [Abstract] | |
Schedule of convertible notes | June 30, September 30, 2015 2014 (unaudited) Notes Payable: Convertible term note (a) $ - $ 1,700,000 Convertible term note (b) - 275,000 Convertible term note (c) - 1,030,000 Convertible term note (d) - 255,000 Convertible term note (e) - 448,000 Principal balance - 3,708,000 Accrued Interest - 582,899 - 4,290,899 Less: discount on debt - - - 4,290,899 Less: current portion - (4,290,899 ) Long term debt $ - $ - |
Note Payable, net (Tables)
Note Payable, net (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Convertible Debentures and Note Payable [Abstract] | |
Schedule of note payable | June 30, 2015 September 30, 2014 (unaudited) Notes Payable, net: Principal outstanding $ 10,000,000 $ - Accrued Interest 151,003 - Accrued Termination Fee 89,486 10,240,489 - Less: discount on note payable (1,228,138 ) - 9,012,351 - Less: current portion, net (2,631,564 ) - Long-term portion, net $ 6,380,787 $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity [Abstract] | |
Summary of outstanding stock warrants and options | Number of Shares Weighted Average Exercise Price Outstanding – September 30, 2013 4,970,495 $ 4.80 Granted 215,000 $ 5.80 Exercised (679,095 ) $ (3.60 ) Cancelled (522,500 ) $ (5.50 ) Outstanding – September 30, 2014 3,983,900 $ 4.80 Granted 160,986 $ 2.70 Exercised (20,000 ) $ (2.50 ) Cancelled (865,800 ) $ (3.80 ) Outstanding – June 30, 2015 3,259,086 $ 4.90 |
Commitments and Contingency (Ta
Commitments and Contingency (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingency [Abstract] | |
Schedule of minimum future rental payments under non-cancellable operating leases | 2016 $ 327,119 2017 305,663 2018 256,608 2019 106,920 2020 - $ 996,310 |
Double Vision Acquisition (Tabl
Double Vision Acquisition (Tables) | 9 Months Ended |
Jun. 30, 2015 | |
Double Vision Acquisition [Abstract] | |
Summary of assets acquired and liabilities assumed on the acquisition | Cash and cash equivalents $ 10,102 Accounts receivable 43,574 Note receivable 10,000 Machinery and equipment 21,764 Software development costs 260,524 Security deposit 6,150 Goodwill 3,482,884 Accounts payable (154,998 ) Total purchase price $ 3,680,000 |
Summary of the fair value of identifiable intangible assets acquired | Software development costs $ 260,524 Total intangible assets acquired, excluding goodwill $ 260,524 |
Summary of pro forma information | Net revenue $ 10,681,740 Net loss (4,046,089 ) Net loss per share (0.30 ) Net loss per share-diluted (0.30 ) |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Details) | 9 Months Ended | |
Jun. 30, 2015Customersshares | Jun. 30, 2014USD ($)Customersshares | |
Summary of Significant Accounting Policies (Textual) | ||
Computation of potentially dilutive securities | 3,259,086 | 5,209,500 |
Company's revenue, percentage | 50.00% | 84.00% |
Allowance for accounts receivable percentage | 44.00% | 93.00% |
Number of customers | Customers | 6 | 8 |
Warrant [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Computation of potentially dilutive securities | 1,188,950 | 1,348,950 |
Option [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Computation of potentially dilutive securities | 2,070,136 | 3,084,950 |
Debt [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Debt current | $ | $ 3,878,000 | |
Common Stock [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Computation of potentially dilutive securities | 775,600 |
Accounts receivable, net (Detai
Accounts receivable, net (Details) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Accounts receivable, net [Abstract] | ||
Accounts receivable | $ 4,440,177 | $ 2,901,672 |
Less allowance for bad debts | (8,378) | (8,364) |
Accounts receivable | 4,431,799 | 2,893,308 |
Less current portion | 4,206,799 | 2,443,308 |
Long-term portion | $ 225,000 | $ 450,000 |
Accounts receivable, net (Det40
Accounts receivable, net (Details Textual) - USD ($) | Jun. 30, 2015 | Nov. 30, 2013 |
Accounts receivable of payment terms ,Total | $ 750,000 | |
Accounts receivable of payment terms | $ 100,000 | |
November 2014 [Member] | ||
Accounts receivable of payment terms ,Total | $ 200,000 | |
November 2015 [Member] | ||
Accounts receivable of payment terms ,Total | 225,000 | |
November 2016 [Member] | ||
Accounts receivable of payment terms ,Total | $ 225,000 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Property and Equipment, net [Abstract] | ||
Equipment and computer hardware | $ 684,880 | $ 46,371 |
Office furniture | 174,844 | $ 135,701 |
Leasehold Improvements | 123,572 | |
Equipment held under capital lease | 66,272 | $ 53,112 |
Property and equipment, gross | 1,049,568 | 1,090,833 |
Less: accumulated depreciation | (533,211) | (854,127) |
Property and equipment, net | $ 516,357 | $ 236,706 |
Property and Equipment, net (42
Property and Equipment, net (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Property and Equipment, net [Abstract] | ||||
Depreciation expense | $ 36,666 | $ 24,114 | $ 87,673 | $ 70,072 |
Capitalized Software Developm43
Capitalized Software Development Costs, net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Beginning balance | $ 639,416 | ||||
Amortization | (449,959) | $ (283,199) | |||
Ending balance | $ 1,152,909 | 1,152,909 | $ 639,416 | ||
Software and Software Development Costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Beginning balance | 639,416 | 343,575 | 343,575 | ||
Additions | 963,452 | 712,450 | |||
Amortization | 176,704 | $ 94,418 | (449,959) | $ 283,199 | (416,609) |
Ending balance | $ 1,152,909 | $ 1,152,909 | $ 639,416 |
Capitalized Software Developm44
Capitalized Software Development Costs, net (Details 1) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 |
Property, Plant and Equipment [Line Items] | |||
Capitalized Computer Software, Net | $ 1,152,909 | $ 639,416 | |
Capitalized Software Development Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
2,016 | 486,149 | ||
2,017 | 411,239 | ||
2,018 | 255,521 | ||
Capitalized Computer Software, Net | $ 1,152,909 | $ 639,416 | $ 343,575 |
Capitalized Software Developm45
Capitalized Software Development Costs, net (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Capitalized Computer Software, Amortization | $ (449,959) | $ (283,199) | |||
Software and Software Development Costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized Computer Software, Amortization | $ 176,704 | $ 94,418 | $ (449,959) | $ 283,199 | $ (416,609) |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Intangible Assets [Abstract] | ||
Patent costs | $ 1,218,043 | $ 1,135,964 |
Amortization | (814,454) | (688,537) |
Patents, net | $ 403,589 | $ 447,427 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Patents | $ 403,589 | $ 447,427 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,016 | 174,006 | |
2,017 | 123,476 | |
2,018 | 30,556 | |
2,019 | 23,235 | |
2,020 | 21,971 | |
Remainder | 30,345 | |
Patents | $ 403,589 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | Jul. 24, 2014 | Mar. 30, 2012 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization expense - patents | $ 43,645 | $ 33,555 | $ 125,917 | $ 100,665 | ||||
Cash payment for acquisition | $ 785,000 | |||||||
Shares issued for acquisition | 20,000 | |||||||
Software license | 831,000 | 831,000 | $ 831,000 | |||||
Fair value assigned | 46,000 | 46,000 | ||||||
Goodwill | 4,549,928 | 4,549,928 | 3,482,884 | $ 4,482,884 | ||||
Payments made to acquire Double Vision | $ 3,600,000 | |||||||
Shares issued in the acquisition of DoubleVision, shares | 800,000 | |||||||
Shares issued in the acquisition of DoubleVision | $ 400,000 | 67,044 | $ 3,280,000 | |||||
Increase in the value of goodwill | 67,044 | |||||||
Issued number of common stock, value | $ 1,067,044 | $ 1,000,000 | ||||||
Issuance of commom stock shares | 296,402 | 14,799 | ||||||
Purchase price consideration, Description | As additional purchase price consideration if the Company's media placement revenues for the twelve-month period from August 1, 2014 to July 31, 2015 are at least $3,000,000, subject to certain conditions such as receipt of customer payments and achievement of a gross margin threshold. | |||||||
Payment of the earn-out amount accrued | $ 1,000,000 | |||||||
Share Price | $ 3.60 | $ 3.60 | ||||||
Executive Chairman [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Amount received under term agreement | $ 755,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Accrued Expenses [Abstract] | ||
Accrued applications costs | $ 190,761 | $ 171,732 |
Accrued payroll and related expenses - unrelated | 229,489 | 125,910 |
Accrued professional fees | 235,290 | 202,680 |
Other accrued expenses | 800 | 800 |
Accrued expenses, Total | $ 656,340 | $ 501,122 |
Capital Leases (Details)
Capital Leases (Details) | Jun. 30, 2015USD ($) |
Capital Leases [Abstract] | |
2,016 | $ 20,888 |
2,017 | 3,790 |
2,018 | 3,790 |
2,019 | 947 |
Total minimum lease payments | 29,415 |
Less amount representing interest | (1,588) |
Present value of net minimum lease payments | $ 27,827 |
Capital Leases (Details Textual
Capital Leases (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | |
Capital Leases (Textual) | |||||
Equipment cost | $ 66,272 | $ 66,272 | $ 53,112 | ||
Minimum future lease payments, Term | 4 years | ||||
Purchase option on capital lease | 1 | $ 1 | |||
Interest charged in capital lease | 310 | $ 182 | 953 | $ 606 | |
Depreciation | 36,666 | 24,114 | 87,673 | 70,072 | |
Office Equipment [Member] | |||||
Capital Leases (Textual) | |||||
Depreciation | $ 3,314 | $ 2,656 | $ 9,793 | $ 7,967 | |
Office Equipment [Member] | Minimum [Member] | |||||
Capital Leases (Textual) | |||||
Lease expiration date | Sep. 30, 2016 | ||||
Interest rate charged on capital leases | 2.25% | 2.25% | |||
Office Equipment [Member] | Maximum [Member] | |||||
Capital Leases (Textual) | |||||
Lease expiration date | Sep. 30, 2018 | ||||
Interest rate charged on capital leases | 7.428% | 7.428% |
Income Taxes (Details)
Income Taxes (Details) - Jun. 30, 2015 - USD ($) | Total |
Income Taxes (Textual) | |
Net operating loss carryover | $ 38,500,000 |
Operating loss carryover, expiration date | Sep. 30, 2034 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 | |
Principal balance | $ 3,708,000 | ||
Accrued Interest | 582,899 | ||
Total | $ 4,290,899 | ||
Less: discount on debt | |||
Convertible notes | $ 4,290,899 | ||
Less: current portion | $ (4,290,899) | ||
Long term debt | |||
Convertible term note (a) [Member] | |||
Principal balance | [1] | $ 1,700,000 | |
Convertible term note (b) [Member] | |||
Principal balance | [2] | 275,000 | |
Convertible term note (c) [Member] | |||
Principal balance | 1,030,000 | ||
Convertible term note (d) [Member] | |||
Principal balance | [3] | 255,000 | |
Convertible term note (e) [Member] | |||
Principal balance | [4] | $ 448,000 | |
[1] | In November and December 2011, the Company entered into convertible term notes bearing interest at 10% per annum with a maturity date of August 31, 2014 and issued warrants to purchase 360,000 shares of the Company's common stock at $2.50 per share that expires on September 7, 2015. The notes provided for conversion of the outstanding principal and the first year's accrued interest, in the amount of $170,000, into shares of common stock at a conversion price of $5.00 per share at the option of the holders, In October 2014, the Company repaid the notes in full with a cash payment. | ||
[2] | On September 7, 2012, the Company entered into convertible term notes bearing interest at 10% per annum, payable semi-annually, with principal having a maturity date of September 7, 2014 and issued warrants to purchase 55,000 shares of the Company's common stock at $2.50 per share that expires on September 17, 2015. The notes provided for conversion of the outstanding principal into shares of common stock at a conversion price of $5.00 per share at the option of the holders. In October 2014, the Company repaid the notes in full with a cash payment. | ||
[3] | On September 28, 2012, the Company entered into convertible term notes bearing interest at 10% per annum, payable semi-annually, with principal having a maturity date of September 28, 2014 and issued warrants to purchase 51,000 shares of the Company's common stock at $2.50 per share that expires on September 28, 2015. The notes provided for conversion of the outstanding principal into shares of common stock at a conversion price of $5.00 per share at the option of the holders. In October 2014, the Company repaid the notes in full with a cash payment. | ||
[4] | On October 5, 2012, the Company entered into convertible term notes bearing interest at 10% per annum, payable semi-annually, with principal having a maturity date of October 5, 2014 and issued warrants to purchase 89,600 shares of the Company's common stock at $2.50 per share that expires on October 5, 2015. The notes provided for conversion of the outstanding principal into shares of common stock at a conversion price of $5.00 per share at the option of the holders. In October 2014, the Company repaid the notes in full with a cash payment. |
Convertible Debentures (Detai54
Convertible Debentures (Details Textual) - USD ($) | Oct. 05, 2012 | Sep. 28, 2012 | Sep. 07, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 |
Convertible Debentures (Textual) | ||||||||||
Convertible notes face value | $ 3,708,000 | |||||||||
Amortization expense - discount of convertible debt | $ 152,586 | $ 421,862 | $ 288,379 | |||||||
Convertible debt interest expense | 255,734 | 755,019 | ||||||||
Beneficial conversion features and loan fee | 1,530,415 | |||||||||
Convertible Notes [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Amortization expense - discount of convertible debt | 0 | $ 92,157 | 0 | 288,379 | ||||||
Convertible debt interest expense | $ 0 | $ 92,935 | $ 1,950 | $ 280,112 | ||||||
Warrant [Member] | Convertible Notes [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Purchase of shares of common stock | 89,600 | 51,000 | 55,000 | 360,000 | ||||||
Convertible notes interest rate | 10.00% | 10.00% | 10.00% | 10.00% | ||||||
Convertible notes maturity date | Oct. 5, 2014 | Sep. 28, 2014 | Sep. 7, 2014 | Aug. 31, 2014 | ||||||
Debt conversion price per share | $ 2.50 | $ 2.50 | $ 2.50 | $ 2.50 | ||||||
Convertible debt, maturities | Oct. 5, 2015 | Sep. 28, 2015 | Sep. 17, 2015 | Sep. 7, 2015 | ||||||
Convertible debt, original debt amount | $ 170,000 | |||||||||
Common stock conversion rate per share | $ 5 | $ 5 | $ 5 | $ 5 | ||||||
Purchase of stock, price per share | $ 3.22 | $ 3.22 | ||||||||
Convertible notes fair value | $ 1,124,773 | $ 1,124,773 | ||||||||
Beneficial conversion features and loan fee | $ 51,516 | |||||||||
Warrant [Member] | Minimum [Member] | Convertible Notes [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Convertible notes risk-free interest rate | 0.31% | |||||||||
Convertible notes, volatility | 94.17% | |||||||||
Trading price per share | $ 2.20 | |||||||||
Beneficial conversion trading price per share | $ 2.60 | |||||||||
Warrant [Member] | Maximum [Member] | Convertible Notes [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Convertible notes risk-free interest rate | 0.43% | |||||||||
Convertible notes, volatility | 103.00% | |||||||||
Trading price per share | $ 3.50 | |||||||||
Beneficial conversion trading price per share | $ 3.50 | |||||||||
Warrant [Member] | Private Placement [Member] | Convertible Notes [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Convertible notes fair value | $ 166,319 | |||||||||
Amortization expense - discount of convertible debt | $ 424,843 | |||||||||
Convertible notes amortization period | 2 years | |||||||||
Warrant [Member] | Private Placement [Member] | Minimum [Member] | Convertible Notes [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Convertible notes risk-free interest rate | 0.31% | |||||||||
Convertible notes, volatility | 94.17% | |||||||||
Trading price per share | $ 2.80 | |||||||||
Warrant [Member] | Private Placement [Member] | Maximum [Member] | Convertible Notes [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Convertible notes risk-free interest rate | 0.34% | |||||||||
Convertible notes, volatility | 95.23% | |||||||||
Trading price per share | $ 3.30 | |||||||||
Warrant [Member] | $3.04 per share [Member] | Convertible Notes [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Purchase of shares of common stock | 47,992 | |||||||||
Convertible notes offering costs | $ 424,843 | |||||||||
Purchase of stock, price per share | $ 3.04 |
Note Payable (Detail)
Note Payable (Detail) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Notes Payable: | ||
Principal outstanding | $ 10,000,000 | |
Accrued Interest | 151,003 | |
Accrued Termination Fee | 89,486 | |
Note Payable Gross | 10,240,489 | |
Less: discount on note payable | (1,228,138) | |
Notes Payable | 9,012,351 | |
Less: current portion | 2,631,564 | |
Long-term portion | $ 6,380,787 |
Note Payable (Detail Textual)
Note Payable (Detail Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | |
Note Payable (Textual) | ||||
Aggregate principal amount | $ 10,000,000 | $ 10,000,000 | ||
Issuance of commom stock shares | 296,402 | 14,799 | ||
Aggregate amount of shares issued | $ 1,067,044 | $ 1,000,000 | ||
Debt Instrument, Term | 42 months | |||
Amortization of deferred revenue | 46,238 | $ 127,837 | ||
Interest Expense | 255,734 | 755,019 | ||
Amortization of discount | 152,586 | 421,862 | $ 288,379 | |
Accrued Termination Fee | $ 32,367 | 89,486 | ||
Deferred revenue | $ 500,000 | |||
Senior Secured Note [Member] | ||||
Note Payable (Textual) | ||||
Description of LIBOR rate | The Original Principal Amount of the Note bears interest at a rate equal to LIBOR plus 9% per annum. Such interest is payable in cash except that 2% per annum of the interest shall be paid-in-kind, by increasing the principal amount of the Notes by the amount of such interest. | |||
Debt Instrument, Term | 42 months | |||
Amortization payments | $ 333,334 | |||
Percentage Of Monetization Revenues | 85.00% | |||
Payment term monetization revenues description | The Company shall pay the Revenue Participants up to 50% of Monetization Revenues totaling (i) $5,000,000, if paid in full prior to March 31, 2018 and (ii) $7,500,000 thereafter (the "Revenue Stream"). The Company must also pay $350,000 to the Note Purchasers upon repayment of the Notes. | |||
Purchasers upon repayment of the notes | $ 350,000 | |||
Interest rate | 9.00% | 9.00% | ||
Senior Secured Note [Member] | Fortress Credit Co LLC [Member] | ||||
Note Payable (Textual) | ||||
Issuance of commom stock shares | 261,954 | |||
Aggregate amount of shares issued | $ 1,000,000 | |||
Stock price per share | $ 3.817 | $ 3.817 | ||
Notes and a structuring fee to the Investors | $ 8,850,000 | |||
Percentage of discount | 10.00% |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) | Oct. 18, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Stock Based Compensation (Textual) | |||||
Recognized stock-based compensation expense | $ 147,299 | $ 340,372 | $ 478,079 | $ 1,448,762 | |
Share-based compensation, from amortization of prepaid consulting fees | 91,000 | ||||
Shares issued for officer compensation | 35,000 | ||||
Stock based compensation expense recognized through vesting | $ 305,532 | ||||
Share based compensation, options granted | 575,000 | 575,000 | |||
Share based compensation, number of shares vested | 160,986 | 335,000 | |||
Stock based compensation, amortization of prepaid consulting fees | $ 81,547 | $ 808,942 | |||
Stock Option [Member] | |||||
Stock Based Compensation (Textual) | |||||
Stock based compensation expense recognized through vesting | 625,320 | ||||
Chief Financial Officer [Member] | |||||
Stock Based Compensation (Textual) | |||||
Stock based compensation expense recognized through vesting | $ 14,500 | ||||
Share based compensation, options granted | 2,500 | ||||
Share based compensation, number of shares vested | 2,500 |
Related Party Transactions (Det
Related Party Transactions (Details) | May. 20, 2015USD ($)$ / sharesshares | Dec. 15, 2014USD ($)Customers$ / sharesshares | Nov. 10, 2014USD ($)$ / sharesshares | Apr. 21, 2014 | Nov. 21, 2014USD ($)$ / sharesshares | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014$ / sharesshares |
Related Party Transaction [Line Items] | ||||||||
Severance costs | $ | $ 100,851 | |||||||
Stock options granted | 5,750,000 | 116,648 | ||||||
Trading price | $ / shares | $ 0.26 | |||||||
Option vested | 160,986 | 335,000 | ||||||
Stock option, Method used | Binomial Option model | |||||||
Licensing agreement terms | In exchange for the License, the Licensee will pay an annual fee of $1,250,000 for a minimum of three years (“Annual Fee”). Commencing three years from the Effective Date, the Licensee may each year, at its sole option, pay a $1,250,000 license fee to renew the License for every year for four additional years. Once the Licensee has paid a total of $8,750,000 in license fees, either in one lump sum or after paying $1,250,000 annually for seven years, the License is deemed to be perpetual. For Patents infringement actions provided for under the License, the Licensee will pay 20% of the gross proceeds from settlements received less any Annual Fee amounts paid and litigation costs incurred (“Share of Proceeds”). SITO Mobile R&D IP, LLC and its joint venture partner will serve as co-plaintiffs with the Licensee in infringement actions under the License and the Licensee will be responsible for any out-of-pocket costs of the JV associated with being a co-plaintiff in supporting Licensee in such litigation, including attorneys’ fees. The Licensee will pay the Annual Fee and any Share of Proceeds to the JV. Proceeds received by the JV are shared by SITO Mobile R&D IP, LLC and PMC on a 30% and 70% basis, respectively. In the event that the Licensee does not assert any infringement actions under its rights in the License within five years of the Effective Date, the JV may, at its sole option, choose to terminate Licensee’s exclusive right to assert infringement claims with no reduction or adjustment to the Annual Fee. | |||||||
Deferred revenue | $ | $ 303,279 | $ 303,279 | ||||||
Amortization of revenue | $ | 93,297 | 280,283 | ||||||
Director [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock options granted | 20,000 | 25,000 | ||||||
Stock options, exercise price | $ / shares | $ 3.318 | $ 3.03 | ||||||
Expiration date | May 20, 2020 | Nov. 10, 2019 | ||||||
Fair value of the options | $ | $ 48,000 | $ 48,325 | ||||||
Trading price | $ / shares | $ 3.20 | $ 2.90 | ||||||
Risk free interest rate | 1.56% | 1.65% | ||||||
Expected volatility rate | 103.26% | 102.66% | ||||||
Option vested | 48,000 | |||||||
Stock option, Method used | Binomial Option Model | Binomial Option Model | ||||||
Director One [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock options granted | 16,986 | |||||||
Stock options, exercise price | $ / shares | $ 3.318 | |||||||
Expiration date | May 20, 2020 | |||||||
Fair value of the options | $ | $ 40,767 | |||||||
Trading price | $ / shares | $ 3.20 | |||||||
Risk free interest rate | 1.56% | |||||||
Expected volatility rate | 103.26% | |||||||
Option vested | 40,767 | |||||||
Stock option, Method used | Binomial Option Model | |||||||
Orsini [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Attorneys fees | $ | 10,000 | |||||||
Payment of debt | $ | 116,410 | 338,476 | ||||||
Accrued liabilities | $ | $ 119,374 | $ 119,374 | ||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock options granted | 105,000 | |||||||
Compensation expense | $ | $ 84,563 | |||||||
Chief Financial Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock options granted | 42,000 | |||||||
Stock options, exercise price | $ / shares | $ 2.805 | |||||||
Stock option vesting period | 3 years | |||||||
Compensation expense | $ | $ 30,855 | |||||||
Employee [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock options granted | 2,500 | 43,500 | 15,000 | |||||
Stock options, exercise price | $ / shares | $ 3.318 | $ 2.50 | $ 2.805 | |||||
Expiration date | May 20, 2020 | Dec. 15, 2019 | Nov. 21, 2019 | |||||
Fair value of the options | $ | $ 6,000 | $ 72,341 | $ 28,230 | |||||
Trading price | $ / shares | $ 3.20 | $ 2.30 | $ 2.60 | |||||
Risk free interest rate | 1.56% | 1.64% | 1.60% | |||||
Expected volatility rate | 103.26% | 100.54% | 100.62% | |||||
Stock option vesting period | 3 years | 3 years | 3 years | |||||
Option vested | 6,000 | 14,500 | 5,000 | |||||
Number of employees | Customers | 21 | |||||||
Stock option, Method used | Binomial Option Model | Binomial Option Model | Binomial Option Model | |||||
Employee One [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock options granted | 38,000 | |||||||
Stock options, exercise price | $ / shares | $ 2.805 | |||||||
Expiration date | Nov. 21, 2019 | |||||||
Fair value of the options | $ | $ 71,516 | |||||||
Trading price | $ / shares | $ 2.60 | |||||||
Risk free interest rate | 1.60% | |||||||
Expected volatility rate | 100.62% | |||||||
Stock option vesting period | 3 years | |||||||
Option vested | 12,667 | |||||||
Stock option, Method used | Binomial Option Model | |||||||
Chief Executive Officer and Chief Financial Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, Description | The target bonus for the Chief Executive Officer is 50% of his base salary and for the Chief Financial Officer, the target bonus is 40% of his base salary. Eighty percent of the cash bonus is based upon the target net revenues and gross margins of the Company with 20% of the cash bonus based upon individual key performance indicators. Fifty percent of the target cash bonus will be paid if threshold performance of 80% of the Target Performance is achieved, 100% of the target cash bonus will be paid if the Target Performance is reached, with 150% of the cash bonus paid if 120% of the Target Performance is achieved. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Sep. 30, 2014 | |
Summary of outstanding stock warrants and option | ||
Number of Shares, Outstanding, Beginning Balance | 3,983,900 | 4,970,495 |
Number of Shares, Granted | 160,986 | 215,000 |
Number of Shares, Exercised | (20,000) | (679,095) |
Number of Shares, Cancelled | (865,800) | (522,500) |
Number of Shares, Outstanding, Ending Balance | 3,259,086 | 3,983,900 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 4.80 | $ 4.80 |
Weighted Average Exercise Price, Granted | 2.70 | 5.80 |
Weighted Average Exercise Price, Exercised | (2.50) | (3.60) |
Weighted Average Exercise Price, Cancelled | (3.80) | (5.50) |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 4.90 | $ 4.80 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) | May. 20, 2015USD ($)$ / sharesshares | Dec. 15, 2014USD ($)Customers$ / sharesshares | Nov. 10, 2014USD ($)$ / sharesshares | Nov. 21, 2014USD ($)$ / sharesshares | Dec. 31, 2012shares | Jun. 30, 2015$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2013USD ($) |
Stockholders' Equity (Textual) | |||||||||
Common stock voting rights description | The holders of the Company's common stock are entitled to one vote per share of common stock held. | ||||||||
Number of common stock issued | 296,402 | 14,799 | |||||||
Gross proceeds from common stock issued | $ | $ 1,050,000 | $ 1,900,907 | |||||||
Proceeds from stock option exercise | $ | $ 50,000 | ||||||||
Shares issued for services (in shares) | 575,000 | 575,000 | |||||||
Shares issued for consulting services, Value | $ | $ 210,000 | $ 718,871 | |||||||
Stock options granted | 5,750,000 | 116,648 | |||||||
Trading price | $ / shares | $ 0.26 | ||||||||
Option vested | 160,986 | 335,000 | |||||||
Stock option, Method used | Binomial Option model | ||||||||
Stock options and warrants outstanding | 3,259,086 | 3,259,086 | |||||||
Number of shares vested | 3,110,086 | ||||||||
Consulting Services [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Number of common stock issued | 613,355 | ||||||||
Double Vision Networks Inc [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Shares issued for services (in shares) | 296,401 | ||||||||
Shares issued for consulting services, Value | $ | $ 91,000 | ||||||||
Director [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Stock options granted | 20,000 | 25,000 | |||||||
Stock options, exercise price | $ / shares | $ 3.318 | $ 3.03 | |||||||
Expiration date | May 20, 2020 | Nov. 10, 2019 | |||||||
Fair value of the options | $ | $ 48,000 | $ 48,325 | |||||||
Trading price | $ / shares | $ 3.20 | $ 2.90 | |||||||
Risk free interest rate | 1.56% | 1.65% | |||||||
Expected volatility rate | 103.26% | 102.66% | |||||||
Option vested | 48,000 | ||||||||
Stock option, Method used | Binomial Option Model | Binomial Option Model | |||||||
Director One [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Stock options granted | 16,986 | ||||||||
Stock options, exercise price | $ / shares | $ 3.318 | ||||||||
Expiration date | May 20, 2020 | ||||||||
Fair value of the options | $ | $ 40,767 | ||||||||
Trading price | $ / shares | $ 3.20 | ||||||||
Risk free interest rate | 1.56% | ||||||||
Expected volatility rate | 103.26% | ||||||||
Option vested | 40,767 | ||||||||
Stock option, Method used | Binomial Option Model | ||||||||
Employee [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Stock options granted | 2,500 | 43,500 | 15,000 | ||||||
Stock options, exercise price | $ / shares | $ 3.318 | $ 2.50 | $ 2.805 | ||||||
Expiration date | May 20, 2020 | Dec. 15, 2019 | Nov. 21, 2019 | ||||||
Fair value of the options | $ | $ 6,000 | $ 72,341 | $ 28,230 | ||||||
Trading price | $ / shares | $ 3.20 | $ 2.30 | $ 2.60 | ||||||
Risk free interest rate | 1.56% | 1.64% | 1.60% | ||||||
Expected volatility rate | 103.26% | 100.54% | 100.62% | ||||||
Stock option vesting period | 3 years | 3 years | 3 years | ||||||
Option vested | 6,000 | 14,500 | 5,000 | ||||||
Stock option, Method used | Binomial Option Model | Binomial Option Model | Binomial Option Model | ||||||
Number of employees | Customers | 21 | ||||||||
Employee One [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Stock options granted | 38,000 | ||||||||
Stock options, exercise price | $ / shares | $ 2.805 | ||||||||
Expiration date | Nov. 21, 2019 | ||||||||
Fair value of the options | $ | $ 71,516 | ||||||||
Trading price | $ / shares | $ 2.60 | ||||||||
Risk free interest rate | 1.60% | ||||||||
Expected volatility rate | 100.62% | ||||||||
Stock option vesting period | 3 years | ||||||||
Option vested | 12,667 | ||||||||
Stock option, Method used | Binomial Option Model | ||||||||
Warrant [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Number of warrants expired | 140,000 | ||||||||
Warrants purchases | 20,000 | 20,000 | 30,150 | ||||||
Warrants exercise price | $ / shares | $ 2.50 | $ 2.50 | |||||||
Warrant [Member] | Exercise Price One [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Warrants purchases | 30,000 | 30,000 | |||||||
Warrants exercise price | $ / shares | $ 2.50 | $ 2.50 | |||||||
Warrant [Member] | Exercise Price Two [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Warrants purchases | 150 | 150 | |||||||
Warrants exercise price | $ / shares | $ 3.04 | $ 3.04 | |||||||
Common Stock [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Number of common stock issued | 261,954 | 40,150 | |||||||
Gross proceeds from common stock issued | $ | $ 1,000,000 | ||||||||
Proceeds from stock option exercise | $ | $ 75,456 | ||||||||
Shares issued for services (in shares) | 70,000 | ||||||||
Shares issued for consulting services, Value | $ | $ 700 | ||||||||
Conversion of stock, shares issued | 10,000 | ||||||||
Debt conversion stock, amount | $ | $ 50,000 | ||||||||
Warrants purchases | 20,000 | 20,000 | 30,150 |
Commitments and Contingency (De
Commitments and Contingency (Details) | Jun. 30, 2015USD ($) |
Schedule of minimum future rental payments under non-cancellable operating leases | |
2,016 | $ 327,119 |
2,017 | 305,663 |
2,018 | 256,608 |
2,019 | $ 106,920 |
2,020 | |
Total | $ 996,310 |
Commitments and Contingency (62
Commitments and Contingency (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Rent expense | $ 89,629 | $ 50,487 | $ 236,474 | $ 163,070 |
Rogers [Member] | ||||
Lease term | 5 years | |||
Jersey [Member] | ||||
Lease expiration date | Nov. 30, 2018 | |||
Lease expiration period of stores provided on additional rentals | 5 years | |||
Boise Office [Member] | ||||
Lease term | 38 months |
Double Vision Acquisition (Deta
Double Vision Acquisition (Details) | Jun. 30, 2015USD ($) |
Assets acquired and liabilities assumed | |
Cash and cash equivalents | $ 10,102 |
Accounts receivable | 43,574 |
Note receivable | 10,000 |
Machinery and equipment | 21,764 |
Software development costs | 260,524 |
Security deposit | 6,150 |
Goodwill | 3,482,884 |
Accounts payable | (154,998) |
Total purchase price | $ 3,680,000 |
Double Vision Acquisition (De64
Double Vision Acquisition (Details 1) | Jun. 30, 2015USD ($) |
Intangible assets acquired | |
Software development costs | $ 260,524 |
Total intangible assets acquired, excluding goodwill | $ 260,524 |
Double Vision Acquisition (De65
Double Vision Acquisition (Details 2) - 9 months ended Jun. 30, 2015 - USD ($) | Total |
Double Vision Acquisition [Abstract] | |
Net revenue | $ 10,681,740 |
Net loss | $ (4,046,089) |
Net loss per share | $ (0.30) |
Net loss per share-diluted | $ (0.30) |
Double Vision Acquisition (De66
Double Vision Acquisition (Details Textual) - USD ($) | Jul. 24, 2014 | Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jul. 31, 2014 | Mar. 31, 2015 | Sep. 30, 2014 |
Double Vision Acquisition (Textual) | |||||||
Contractual price of acquisition | $ 3,680,000 | $ 3,680,000 | |||||
Common stock shares issuance to Double Vision shareholders | 800,000 | ||||||
Additional purchase price payable | 1,000,000 | ||||||
Issuance of commom stock shares | 296,402 | 14,799 | |||||
Goodwill | $ 4,549,928 | $ 4,549,928 | $ 4,482,884 | $ 3,482,884 | |||
Increase in the value of goodwill | $ 67,044 | ||||||
Stock price per share | $ 3.60 | $ 3.60 | |||||
Issued number of common stock, value | $ 1,067,044 | $ 1,000,000 | |||||
Double Vision Networks Inc [Member] | |||||||
Double Vision Acquisition (Textual) | |||||||
Contractual price of acquisition | $ 3,680,000 | ||||||
Common stock shares issuance to Double Vision shareholders | 800,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 4.10 | ||||||
Media placement revenue | $ 3,000,000 | ||||||
Payment of debt | $ 400,000 | ||||||
Additional purchase price payable | $ 1,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 15, 2015 | Jul. 08, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 |
Subsequent Event [Line Items] | ||||||
Number of common stock issued | 296,402 | 14,799 | ||||
Issued number of common stock, value | $ 1,067,044 | $ 1,000,000 | ||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants purchases | 25,000 | |||||
Warrants exercise price | $ 2.50 | |||||
Number of common stock issued | 25,000 | |||||
Reverse stock split | 1-for-10 | |||||
Common stock, par value | $ 0.001 | |||||
Subsequent Event [Member] | Hipcricket Inc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of common stock issued | 620,560 | |||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination | $ 2,544,917,000 |