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 Reports on Form 10-Q for the quarterly periods ended June 30, 2017 and September 30, 2017 should not be relied upon because the Company had improperly accounted for (i) certain professional fees relating to its July 2017 direct registered offering of common stock, (ii) the classification of the issuance of warrants, with the related marked-to-market revaluation each reporting period from the same July 2017 direct registered offering of common stock and (iii) 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. Professional Fees Approximately $300,000 in fees associated with the Company’s direct registered offering of common stock in July 2017 were incorrectly classified as general and administrative expenses as presented in the three and nine month periods ended September 30, 2017. As these expenses directly related to the public offering of common stock, they should have been recorded as a charge against equity. As a result, the Company’s general and administrative expenses were overstated by approximately $300,000 and its net loss was overstated by approximately $300,000 for the three and nine months ended September 30, 2017. The Company reclassified $315,931 of fees associated with its direct registered offering of common stock in July 2017 from general and administrative to additional paid-in capital for each of the three and nine months ended September 30, 2017. Warrants In connection with the Company’s direct registered offering of common stock in July 2017, the Company issued 320,000 warrants, which were accounted for as equity. The Audit Committee determined that the warrants should have been accounted for as a liability under generally accepted accounting principles because of the inherent risk that unknown future effects could compromise the ability of the Company to maintain an effective registration statement for the shares of common stock underlying such warrants. As a result, stockholders’ equity-additional paid-in capital was overstated by approximately $1,000,000 and Warrant Liability was understated by approximately $1,700,000 as of September 30, 2017. In addition, under the liability method of accounting, the Company will mark to market the warrants each reporting period. Other expense, loss on revaluation of warrant liability, was understated by approximately $600,000 for the three and nine months ended September 30, 2017. For the three and nine months ended September 30, 2017, the Company recognized the fair value of warrants, in connection with its direct registered offering of common stock in July 2017, of $1,061,578 as a liability offset against additional paid-in capital in July 2017. The Company measures the fair value on a recurring basis each reporting period for these warrants and for each of the three and nine month periods ended September 30, 2017, recorded a net loss on revaluation of the warrants of $636,456. 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. 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. The Company’s deferred revenue was overstated by approximately $1,200,000, comprised of approximately $300,000 of current deferred revenue and approximately $900,000 of long-term deferred revenue, and Earnings of Joint Venture was understated by approximately $1,500,000 for the nine months ended September 30, 2017. As a result, the Company’s net loss was understated by approximately $100,000 for the three months ended September 30, 2017 and its net loss was overstated by approximately $1,200,000 for the nine months ended September 30, 2017. The Company previously recognized licensing revenue that should have been recorded as Earnings from Joint Venture that required reversing entries of $26,815 for the three months ended June 30, 2017 and $85,069 for the three months ended September 30, 2017. The JV License became perpetual in June 2017, and the Company recorded an entry of $1,350,000 for the three months ended June 30, 2017. The net impact of these adjustments to the Company’s statement of operations for the three and nine months ended September 30, 2017 is (i) a decrease in loss from operations of $230,862 and $89,293, respectively, (ii) an increase in net loss of $405,594 and decrease in net loss $917,591, respectively and (iii) an increase in basic and diluted net loss per share of $0.02 and decrease of $0.04, respectively. The net impact of these adjustments to the Company’s balance sheet as of September 30, 2017 is (i) a decrease in current deferred revenue of $252,431, (ii) a decrease in long-term deferred revenue of $900,616, (iii) an increase in warrant liability of $1,698,034, (iv) a decrease in additional paid-in capital of $1,377,509 and (v) a decrease in accumulated deficit of $832,522. None of these adjustments result in a net impact to cash for the nine months ended September 30, 2017. As a result of these adjustments, (i) net cash used in operating activities increased by $34,425 and (ii) net cash used in financing activities increased by $315,931 for the nine months ended September 30, 2017. The following tables provide a reconciliation of the amounts previously reported to the restated amounts for the quarterly period ended September 30, 2017: As of September 30, 2017, and for the three and nine months ended September 30, 2017 September 30, 2017 Previously As Reported Adjustments Revised Assets Current assets Cash and cash equivalents $ 2,585,453 $ - $ 2,585,453 Accounts receivable, net 12,975,448 - 12,975,448 Other prepaid expenses 1,410,624 - 1,410,624 Assets from discontinued operations 14,861 - 14,861 Total current assets 16,986,386 - 16,986,386 Property and equipment, net 468,308 - 468,308 Other assets Capitalized software development costs, net 1,666,814 - 1,666,814 Intangible assets: Patents 746,075 - 746,075 Other intangible assets, net 1,235,757 - 1,235,757 Goodwill 6,444,225 - 6,444,225 Other assets 92,420 - 92,420 Total other assets 10,185,291 - 10,185,291 Total assets $ 27,639,985 $ - $ 27,639,985 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 6,261,331 $ - $ 6,261,331 Accrued expenses 3,282,101 - 3,282,101 Deferred revenue 1,840,039 (337,500 ) 1,502,539 Other current liabilities, including security deposit - - - Current obligations under capital lease 3,642 - 3,642 Note payable, net - current portion - - - Warrant liability - 1,698,034 1,698,034 Liabilities from discontinued operations 170,225 - 170,225 Total current liabilities 11,557,338 1,360,534 12,917,872 Long-term liabilities Obligations under capital lease - - - Deferred revenue, noncurrent portion 900,616 (900,616 ) - Total long-term liabilities 900,616 (900,616 ) - Total liabilities 12,457,954 459,918 12,917,872 Preferred stock - - - Common stock 21,949 - 21,949 Additional paid-in capital 165,149,086 (1,377,509 ) 163,771,577 Accumulated deficit (149,989,004 ) 917,591 (149,071,413 ) Total stockholders’ equity 15,182,031 (459,918 ) 14,722,113 Total liabilities and stockholders’ equity $ 27,639,985 $ - $ 27,639,985 Three Months Ended September 30, 2017 Previously As Reported Adjustments Revised Revenue Media placement $ 10,916,126 $ - $ 10,916,126 License and royalties 155,795 (85,069 ) 70,726 Total revenue 11,071,921 (85,069 ) 10,986,852 Cost of Revenue Cost of revenue 5,342,189 - 5,342,189 Gross profit 5,729,732 (85,069 ) 5,644,663 Operating expenses Sales and marketing 3,395,943 - 3,395,943 General and administrative 3,732,184 (315,931 ) 3,416,253 Legal settlement - - - Depreciation and amortization 713,903 - 713,903 Total operating expenses 7,842,030 (315,931 ) 7,526,099 (Loss) from operations (2,112,298 ) 230,862 (1,881,436 ) Other Income (Expense) Earnings from joint venture - - - (Loss) on revaluation of warrant liability - (636,456 ) (636,456 ) Interest expense, net of interest income (555,288 ) - (555,288 ) Net (loss) before income taxes (2,667,586 ) (405,594 ) (3,073,180 ) Income tax benefit (expense) - - - Net (loss) from continuing operations (2,667,586 ) (405,594 ) (3,073,180 ) Discontinued Operations (Loss) from operations of discontinued component 2,788 - 2,788 Net (loss) income from discontinued operations 2,788 - 2,788 Net (loss) income $ (2,664,798 ) $ (405,594 ) $ (3,070,392 ) Basic net income (loss) per share Continuing operations (0.12 ) (0.02 ) (0.14 ) Discontinued operations 0.00 - 0.00 Basic net loss per share $ (0.12 ) $ (0.02 ) $ (0.14 ) Basic weighted average shares outstanding 21,597,130 21,597,130 Nine Months Ended September 30, 2017 Previously As Reported Adjustments Revised Revenue Media placement $ 28,163,712 $ - $ 28,163,712 License and royalties 357,291 (226,638 ) 130,653 Total revenue 28,521,003 (226,638 ) 28,294,365 Cost of Revenue Cost of revenue 14,364,112 - 14,364,112 Gross profit 14,156,891 (226,638 ) 13,930,253 Operating expenses Sales and marketing 10,607,985 - 10,607,985 General and administrative 10,150,616 (315,931 ) 9,834,685 Legal settlement - - - Depreciation and amortization 996,590 - 996,590 Total operating expenses 21,755,191 (315,931 ) 21,439,260 (Loss) from operations (7,598,300 ) 89,293 (7,509,007 ) Other Income (Expense) Earnings from joint venture - 1,464,754 1,464,754 (Loss) on revaluation of warrant liability - (636,456 ) (636,456 ) Interest expense, net of interest income (1,299,049 ) - (1,299,049 ) Net (loss) before income taxes (8,897,349 ) 917,591 (7,979,758 ) Income tax benefit (expense) - - - Net (loss) from continuing operations (8,897,349 ) 917,591 (7,979,758 ) Discontinued Operations (Loss) from operations of discontinued component (312,844 ) - (312,844 ) Net (loss) income from discontinued operations (312,844 ) - (312,844 ) Net (loss) income $ (9,210,193 ) $ 917,591 $ (8,292,602 ) Basic net income (loss) per share Continuing operations (0.42 ) 0.04 (0.38 ) Discontinued operations (0.01 ) - (0.01 ) Basic net loss per share $ (0.44 ) $ 0.04 $ (0.39 ) Basic weighted average shares outstanding 20,994,017 20,994,017 Nine Months Ended September 30, 2017 Previously As Reported Adjustments Revised Net (loss) $ (9,210,193 ) $ 917,591 $ (8,292,602 ) Less: (loss) income from discontinued operations, net of tax (312,844 ) - (312,844 ) (Loss) from continuing operations (8,897,349 ) (7,979,758 ) Adjustments to reconcile net (loss) to net cash (used in) operating activities: (Gain) loss on revaluation of derivative warrant liability - 636,456 636,456 Increase (decrease) in deferred revenue 2,495,248 (1,238,116 ) 1,257,132 Net cash (used in) operating activities - continuing operations (4,426,928 ) 315,931 (4,110,997 ) Net cash provided by operating activities - discontinued operations 143,900 (350,356 ) (206,456 ) Net cash (used in) provided by operating activities (4,283,028 ) (34,425 ) (4,317,453 ) Adjustments to reconcile net (loss) to net cash (used in) investing activities: Net cash (used in) investing activities - continuing operations (921,932 ) - (921,932 ) Net cash (used in) investing activities - discontinued operations (37,409 ) 350,356 312,947 Net cash (used in) provided by investing activities (959,341 ) 350,356 (608,985 ) Adjustments to reconcile net (loss) to net cash (used in) financing activities: Stock issuance costs - (315,931 ) (315,931 ) Net cash (used in) financing activities - continuing operations (916,723 ) (315,931 ) (1,232,654 ) Net cash (used in) financing activities - discontinued operations - - - Net cash (used in) provided by financing activities (916,723 ) (315,931 ) (1,232,654 ) Net decrease in cash and cash equivalents (6,159,092 ) - (6,159,092 ) Cash and cash equivalents - beginning of period $ 8,744,545 $ - $ 8,744,545 Cash and cash equivalents - ending of period $ 2,585,453 $ - $ 2,585,453 |