Restatement of Consolidated Financial Statements | 18. Restatement of Consolidated Financial Statements On March 31, 2018, the Audit Committee of the Board of Directors (the “Audit Committee”), after considering the recommendations of the Company’s management and consulting with BDO USA, LLP, the Company’s independent registered public accounting firm, concluded that the Company’s unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 should not be relied upon because the Company had improperly accounted for revenue derived from the Company’s joint venture with Personalized Media Communications, LLC and the presentation of the earnings from such joint venture, as more fully described below. Earnings from Joint Venture The Company has maintained a licensing arrangement providing for a joint venture with Personalized Media Communications, LLC (the “JV License”). The JV License was renewed in June 2017 in exchange for a pre-payment of approximately $4,500,000. The Company has historically recorded revenue from the JV License as deferred revenue, which was recognized as revenue over the life of the JV License. After consultation with its advisors, the Audit Committee determined that the licensing revenue should have been recorded as Earnings from Joint Venture rather than top-line revenue. Furthermore, the renewal of the JV License in June 2017 resulted in the JV License becoming a perpetual license under generally acceptable accounting principles, requiring upfront recognition of the pre-payment noted above. As a result, the Company’s deferred revenue was overstated by approximately $1,300,000, comprised of approximately $300,000 of current deferred revenue and approximately $1,000,000 of long-term deferred revenue, and Earnings of Joint Venture was understated by approximately $1,400,000 and approximately $1,500,000 for the three and six months ended June 30, 2017, respectively. As a result, the Company’s net loss for the three and six months ended June 30, 2017, was overstated by approximately $1,300,000 for both periods, respectively. The net impact of these adjustments to the Company’s statement of operations for the three and six months ended June 30, 2017 is (i) an increase in loss from operations of $49,356 and $141,569, respectively, (ii) a decrease in net loss of $1,323,185 for both periods and (iii) a decrease in basic and diluted net loss per share of $0.06 for both periods. The net impact of these adjustments to the Company’s balance sheet as of June 30, 2017 is (i) a decrease in current deferred revenue of $337,500, (ii) a decrease in long-term deferred revenue of $985,685 and (iii) a decrease in accumulated deficit of $1,323,185. None of these adjustments result in a net impact to cash for the six months ended June 30, 2017. The following tables provide a reconciliation of the amounts previously reported to the restated amounts for the quarterly period ended June 30, 2017: As of June 30, 2017, and for the three and six months ended June 30, 2017 June 30, 2017 Previously As Reported Adjustments Restated Assets Current assets Cash and cash equivalents $ 3,176,550 $ - $ 3,176,550 Accounts receivable, net 9,980,386 - 9,980,386 Other prepaid expenses 540,183 - 540,183 Assets from discontinued operations 14,390 - 14,390 Total current assets 13,711,509 - 13,711,509 Property and equipment, net 500,581 - 500,581 Other assets Capitalized software development costs, net 1,852,959 - 1,852,959 Intangible assets: Patents 1,315,302 - 1,315,302 Other intangible assets, net 1,303,507 - 1,303,507 Goodwill 6,444,225 - 6,444,225 Other assets 112,815 - 112,815 Total other assets 11,028,808 - 11,028,808 Total assets $ 25,240,898 $ - $ 25,240,898 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 6,109,088 $ - $ 6,109,088 Accrued expenses 1,935,235 - 1,935,235 Deferred revenue 408,225 (337,500 ) 70,725 Other current liabilities, including security deposit 7,500 - 7,500 Current obligations under capital lease 3,576 - 3,576 Note payable, net - current portion 4,399,981 - 4,399,981 Warrant liability - - - Liabilities from discontinued operations 266,011 - 266,011 Total current liabilities 13,129,616 (337,500 ) 12,792,116 Long-term liabilities Obligations under capital lease 936 - 936 Deferred revenue, noncurrent portion 985,685 (985,685 ) - Total long-term liabilities 986,621 (985,685 ) 936 Total liabilities 14,116,237 (1,323,185 ) 12,793,052 Preferred stock - - - Common stock 20,715 - 20,715 Additional paid-in capital 158,428,152 - 158,428,152 Accumulated deficit (147,324,206 ) 1,323,185 (146,001,021 ) Total stockholders’ equity 11,124,661 1,323,185 12,447,846 Total liabilities and stockholders’ equity $ 25,240,898 $ - $ 25,240,898 Three Months Ended June 30, 2017 Previously As Reported Adjustments Restated Revenue Media placement $ 10,725,454 $ - $ 10,725,454 License and royalties 78,667 (49,356 ) 29,311 Total revenue 10,804,121 (49,356 ) 10,754,765 Operating expenses Cost of revenue 5,626,862 - 5,626,862 Sales and marketing 3,735,131 - 3,735,131 General and administrative 4,087,978 - 4,087,978 Legal settlement - - - Depreciation and amortization 120,923 - 120,923 Total costs and expenses 13,570,894 - 13,570,894 (Loss) from operations (2,766,773 ) (49,356 ) (2,816,129 ) Other Income (Expense) Earnings from joint venture - 1,372,541 1,372,541 Interest expense, net of interest income (352,147 ) - (352,147 ) Net (loss) before income taxes (3,118,920 ) 1,323,185 (1,795,735 ) Income tax benefit (expense) - - - Net (loss) from continuing operations (3,118,920 ) 1,323,185 (1,795,735 ) Discontinued Operations (Loss) from operations of discontinued component (367,008 ) - (367,008 ) Net (loss) income from discontinued operations (367,008 ) - (367,008 ) Net (loss) income $ (3,485,928 ) $ 1,323,185 $ (2,162,743 ) Basic net income (loss) per share Continuing operations (0.15 ) 0.06 (0.09 ) Discontinued operations (0.02 ) - (0.02 ) Basic net loss per share $ (0.17 ) $ 0.06 $ (0.10 ) Basic weighted average shares outstanding 20,693,809 20,693,809 Six Months Ended June 30, 2017 Previously As Reported Adjustments Restated Revenue Media placement $ 17,247,586 $ - $ 17,247,586 License and royalties 201,496 (141,569 ) 59,927 Total revenue 17,449,082 (141,569 ) 17,307,513 Operating expenses Cost of revenue 9,021,923 - 9,021,923 Sales and marketing 7,212,042 - 7,212,042 General and administrative 6,418,432 - 6,418,432 Legal settlement - - - Depreciation and amortization 282,687 - 282,687 Total costs and expenses 22,935,084 - 22,935,084 (Loss) from operations (5,486,002 ) (141,569 ) (5,627,571 ) Other Income (Expense) Earnings from joint venture - 1,464,754 1,464,754 Interest expense, net of interest income (743,761 ) - (743,761 ) Net (loss) before income taxes (6,229,763 ) 1,323,185 (4,906,578 ) Income tax benefit (expense) - - - Net (loss) from continuing operations (6,229,763 ) 1,323,185 (4,906,578 ) Discontinued Operations (Loss) from operations of discontinued component (315,632 ) - (315,632 ) Net (loss) income from discontinued operations (315,632 ) - (315,632 ) Net (loss) income $ (6,545,395 ) $ 1,323,185 $ (5,222,210 ) Basic net income (loss) per share Continuing operations (0.30 ) 0.06 (0.24 ) Discontinued operations (0.02 ) - (0.02 ) Basic net loss per share $ (0.32 ) $ 0.06 $ (0.25 ) Basic weighted average shares outstanding 20,687,463 20,687,463 Six Months Ended June 30, 2017 Previously As Reported Adjustments Restated Net (loss) $ (6,545,395 ) $ 1,323,185 $ (5,222,210 ) Less: (loss) income from discontinued operations, net of tax (315,632 ) - (315,632 ) (Loss) from continuing operations (6,229,763 ) (4,906,578 ) Adjustments to reconcile net (loss) to net cash (used in) operating activities: Increase (decrease) in deferred revenue 1,148,503 (1,323,185 ) (174,682 ) Net cash (used in) operating activities - continuing operations (2,061,618 ) - (2,061,618 ) Net cash provided by operating activities - discontinued operations 237,374 (350,356 ) (112,982 ) Net cash (used in) provided by operating activities (1,824,244 ) (350,356 ) (2,174,600 ) Adjustments to reconcile net (loss) to net cash (used in) investing activities: Net cash (used in) investing activities - continuing operations (834,652 ) - (834,652 ) Net cash (used in) investing activities - discontinued operations (37,409 ) 350,356 312,947 Net cash (used in) provided by investing activities (872,061 ) 350,356 (521,705 ) Adjustments to reconcile net (loss) to net cash (used in) financing activities: Net cash (used in) financing activities - continuing operations (2,871,690 ) - (2,871,690 ) Net cash (used in) financing activities - discontinued operations - - - Net cash (used in) provided by financing activities (2,871,690 ) - (2,871,690 ) Net decrease in cash and cash equivalents (5,567,995 ) - (5,567,995 ) Cash and cash equivalents - beginning of period $ 8,744,545 $ - $ 8,744,545 Cash and cash equivalents - ending of period $ 3,176,550 $ - $ 3,176,550 |