Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2016 | |
Document And Entity Information | |
Entity Registrant Name | root9B Technologies, Inc. |
Entity Central Index Key | 1,272,550 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Smaller Reporting Company |
Document Type | S1 |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2016 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | |||
Cash | $ 3,168,341 | $ 795,682 | $ 765,099 |
Accounts receivable, net | 6,044,835 | 3,010,161 | 3,078,604 |
Marketable securities | 34,316 | 33,366 | 38,863 |
Cost and estimated earnings in excess of billings | 198,027 | 357,625 | 731,709 |
Prepaid expenses and other current assets | 700,983 | 758,240 | 384,223 |
Total current assets | 10,146,502 | 4,955,074 | 4,998,498 |
Construction in Progress - at cost | 185,178 | 108,095 | 0 |
Property and Equipment - at cost less accumulated depreciation | 3,852,523 | 3,782,388 | 1,748,631 |
OTHER ASSETS: | |||
Goodwill | 15,676,246 | 15,676,246 | 4,352,177 |
Intangible assets - net | 5,181,682 | 5,509,642 | 151,623 |
Investment in cost-method investee | 100,000 | 100,000 | 100,000 |
Deferred income taxes | 56,409 | 56,409 | 0 |
Cash surrender value of officers' life insurance | 179,637 | 167,371 | 338,214 |
Deposits and other assets | 253,128 | 233,579 | 175,497 |
Total other assets | 21,447,102 | 21,743,247 | 5,117,511 |
TOTAL ASSETS | 35,631,305 | 30,588,804 | 11,864,640 |
CURRENT LIABILITIES: | |||
Notes payable | 1,576,277 | 1,540,693 | 1,670,765 |
Factored receivables obligation | 1,393,410 | 0 | 0 |
Current portion of long-term debt | 1,500 | 1,500 | 1,500 |
Accounts payable | 2,067,887 | 1,607,166 | 1,306,578 |
Billings in excess of costs and estimated earnings | 143,860 | 217,336 | 991,254 |
Accrued expenses and other current liabilities | 3,332,893 | 2,560,048 | 2,634,903 |
Total current liabilities | 8,515,827 | 5,926,743 | 6,605,000 |
NONCURRENT LIABILITIES: | |||
Long term debt - net of current portion | 1,975 | 2,373 | 3,926 |
Derivative liability | 2,309,271 | 3,540,084 | 10,651,239 |
Deferred tax liability | 0 | 0 | 85,000 |
Total noncurrent liabilities | 2,311,246 | 3,542,457 | 10,740,165 |
STOCKHOLDERS' EQUITY (DEFICIT): | |||
Preferred stock, $.001 par value, 4,985,000 authorized no shares issued or outstanding at March 31, 2016, December 31, 2015 and 2014. Class B convertible preferred stock no liquidation preference $.001 par value, 2,000,000 shares authorized 0, 0 and 1,080,000 shares issued and outstanding at March 31, 2016, December 31, 2015 and 2014. 1,080 Class C convertible preferred stock, $.001 par value, 2,500,000 shares authorized 2,380,952 shares issued and outstanding at March 31, 2016, December 31, 2015 and 2014. | 0 | 0 | 0 |
Common stock, $.001 par value, 125,000,000 shares authorized, 83,688,314, 76,990,639 and 48,670,144 shares issued and outstanding at March 31, 2016, December 31, 2015 and December 31, 2014, respectively. | 83,690 | 77,009 | 48,670 |
Additional paid-in capital | 84,914,668 | 77,983,593 | 42,803,888 |
Accumulated deficit | (60,319,256) | (57,080,942) | (48,336,544) |
Accumulated other comprehensive income | 122,749 | 137,563 | 0 |
Total stockholders' equity | 24,804,232 | 21,119,604 | (5,480,525) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 35,631,305 | 30,588,804 | 11,864,640 |
Class B convertible preferred stock | |||
STOCKHOLDERS' EQUITY (DEFICIT): | |||
Preferred stock, $.001 par value, 4,985,000 authorized no shares issued or outstanding at March 31, 2016, December 31, 2015 and 2014. Class B convertible preferred stock no liquidation preference $.001 par value, 2,000,000 shares authorized 0, 0 and 1,080,000 shares issued and outstanding at March 31, 2016, December 31, 2015 and 2014. 1,080 Class C convertible preferred stock, $.001 par value, 2,500,000 shares authorized 2,380,952 shares issued and outstanding at March 31, 2016, December 31, 2015 and 2014. | 0 | $ 0 | 1,080 |
Total stockholders' equity | 1,080 | ||
Series C Convertible Preferred Stock | |||
STOCKHOLDERS' EQUITY (DEFICIT): | |||
Preferred stock, $.001 par value, 4,985,000 authorized no shares issued or outstanding at March 31, 2016, December 31, 2015 and 2014. Class B convertible preferred stock no liquidation preference $.001 par value, 2,000,000 shares authorized 0, 0 and 1,080,000 shares issued and outstanding at March 31, 2016, December 31, 2015 and 2014. 1,080 Class C convertible preferred stock, $.001 par value, 2,500,000 shares authorized 2,380,952 shares issued and outstanding at March 31, 2016, December 31, 2015 and 2014. | $ 2,381 | $ 2,381 | 2,381 |
Total stockholders' equity | $ 2,381 | $ 2,381 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
STOCKHOLDERS' EQUITY: | |||
Preferred stock, par value (in dollars per share) | $ .001 | $ .001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 4,985,000 | 4,985,000 | 4,985,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 83,688,314 | 76,990,639 | 48,670,144 |
Common stock, shares outstanding (in shares) | 83,688,314 | 76,990,639 | 48,670,144 |
Class B convertible preferred stock | |||
STOCKHOLDERS' EQUITY: | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 1,080,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 1,080,000 |
Series C Convertible Preferred Stock | |||
STOCKHOLDERS' EQUITY: | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 2,500,000 | 2,500,000 | 2,500,000 |
Preferred stock, shares issued (in shares) | 2,380,952 | 2,380,952 | 2,380,952 |
Preferred stock, shares outstanding (in shares) | 2,380,952 | 2,380,952 | 2,380,952 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||||
NET REVENUE | $ 7,136,626 | $ 9,534,247 | $ 29,358,429 | $ 20,175,488 |
OPERATING EXPENSES: | ||||
Cost of revenues | 6,637,654 | 7,317,168 | 22,925,136 | 14,982,996 |
Selling, general and administrative | 4,362,369 | 4,016,535 | 17,446,270 | 11,184,909 |
Depreciation and amortization | 510,033 | 285,883 | 1,600,246 | 386,282 |
Energy repositioning and subcontract obligation | 0 | 0 | 0 | 1,162,089 |
Acquisition related costs | 0 | 649,442 | 649,442 | 0 |
Total operating expenses | 11,510,056 | 12,269,028 | 42,621,094 | 27,716,276 |
LOSS FROM OPERATIONS | (4,373,430) | (2,734,781) | (13,262,665) | (7,540,788) |
OTHER INCOME (EXPENSE): | ||||
Derivative (expense) income | 1,260,549 | 1,343,447 | 3,644,594 | (10,344,753) |
Goodwill impairment | 0 | 0 | 0 | (6,363,630) |
Intangibles impairment | 0 | 0 | 0 | (429,394) |
Interest expense, net | (96,518) | (183,306) | (793,289) | (59,066) |
Other income (expense) | 66,159 | 33,346 | (166,583) | 301,065 |
Total other (expense) income | 1,230,190 | 1,193,487 | 2,684,722 | (16,895,778) |
LOSS BEFORE INCOME TAXES | (3,143,240) | (1,541,294) | (10,577,943) | (24,436,566) |
INCOME TAX BENEFIT (EXPENSE) | (86,982) | 2,261,476 | 2,239,917 | 0 |
NET INCOME (LOSS) | (3,230,222) | 720,182 | (8,338,026) | (24,436,566) |
PREFERRED STOCK DIVIDENDS | (6,857) | (406,372) | (406,372) | (1,597,356) |
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS | $ (3,237,079) | $ 313,810 | $ (8,744,398) | $ (26,033,922) |
Net income (loss) per share: | ||||
Basic | $ (0.04) | $ 0.01 | $ (0.12) | $ (0.86) |
Diluted | $ (0.04) | $ 0 | $ (0.12) | $ (0.86) |
Weighted average number of shares: | ||||
Basic | 78,591,011 | 60,408,125 | 70,581,243 | 30,345,422 |
Diluted | 78,591,011 | 80,436,499 | 70,581,243 | 30,345,422 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements Of Comprehensive Income Loss | ||||
Net Loss | $ (3,230,222) | $ 720,182 | $ (8,338,026) | $ (24,436,566) |
Other comprehensive income: | ||||
Foreign currency translation gain (loss) | (14,814) | 116 | 137,563 | 0 |
Other comprehensive income (loss) | (14,814) | 116 | 137,563 | 0 |
COMPREHENSIVE INCOME (LOSS) | $ (3,245,036) | $ 720,298 | $ (8,200,463) | $ (24,436,566) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Class B Preferred Stock | Class C Preferred Stock [Member] | Class D Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive | Total |
Beginning Balance, Amount at Dec. 31, 2013 | $ 1,160 | $ 2,381 | $ 13 | $ 27,466 | $ 39,193,174 | $ (22,302,622) | $ 16,921,572 | |
Beginning Balance, Shares at Dec. 31, 2013 | 1,160,000 | 2,380,952 | 13,376 | 27,465,836 | ||||
Deemed Dividend on Preferred Stock | ||||||||
Issuance of common stock as dividends on Preferred B, C and D stock, Amount | $ 2,294 | 1,595,062 | (1,597,356) | |||||
Issuance of common stock as dividends on Preferred B, C and D stock, Shares | 2,294,487 | |||||||
Stock warrants issued for services | 28,259 | $ 28,259 | ||||||
Stock options issued for assets and services rendered | 983,305 | $ 983,305 | ||||||
Conversion of Preferred D stock to common stock, Amount | $ (13) | $ 18,001 | (17,988) | |||||
Conversion of Preferred D stock to common stock, Shares | (13,376) | 18,001,392 | ||||||
Conversion of Preferred B stock to common stock, Amount | $ (80) | $ 80 | ||||||
Conversion of Preferred B stock to common stock, Shares | (80,000) | 80,000 | ||||||
Exercise of stock warrants, Amount | $ 795 | 437,755 | $ 438,550 | |||||
Exercise of stock warrants, Shares | 795,095 | |||||||
Exercise of stock options, Amount | $ 34 | 23,301 | 23,335 | |||||
Exercise of stock options, Shares | 33,334 | |||||||
Reclassification of derivative warrant liabiity to equity as a result of warrant exchange agreement | 420,507 | 420,507 | ||||||
Issuance of stock warrants in connection with Convertible Notes | 140,513 | 140,513 | ||||||
Net Loss | (24,436,566) | (24,436,566) | ||||||
Ending Balance, Amount at Dec. 31, 2014 | $ 1,080 | $ 2,381 | $ 48,670 | 42,803,888 | (48,336,544) | $ (5,480,525) | ||
Ending Balance, Shares at Dec. 31, 2014 | 1,080,000 | 2,380,952 | 48,670,144 | |||||
Deemed Dividend on Preferred Stock | ||||||||
Issuance of common stock as dividends on Preferred B, C and D stock, Amount | $ 262 | 406,110 | (406,372) | |||||
Issuance of common stock as dividends on Preferred B, C and D stock, Shares | 262,176 | 262,176 | ||||||
Stock warrants issued for services | 18,373 | $ 18,373 | ||||||
Stock options issued for assets and services rendered | 1,128,979 | $ 1,128,979 | ||||||
Conversion of Preferred B stock to common stock, Amount | $ (1,080) | $ 1,080 | ||||||
Conversion of Preferred B stock to common stock, Shares | $ (1,080,000) | 1,080,000 | ||||||
Exercise of stock warrants, Amount | $ 1,379 | 879,956 | $ 881,365 | |||||
Exercise of stock warrants, Shares | 1,379,306 | |||||||
Exercise of stock options, Amount | $ 3,053 | 2,021,977 | 2,025,030 | |||||
Exercise of stock options, Shares | 3,053,273 | |||||||
Reclassification of derivative warrant liabiity to equity from exercise of warrants | $ 18 | 1,079,877 | 1,079,895 | |||||
Reclassification of derivative warrant liabiity to equity as a result of warrant exchange agreement | 2,618,049 | 3,697,944 | ||||||
Issuance of stock warrants in connection with Convertible Notes | 83,031 | 83,031 | ||||||
Issuance of stock from IPSA acquisition, Amount | $ 10,000 | 13,290,000 | $ 13,300,000 | |||||
Issuance of stock from IPSA acquisition, Shares | 10,000,000 | 10,000,000 | ||||||
Issuance of stock from financings, Amount | $ 12,132 | 13,147,768 | $ 13,159,900 | |||||
Issuance of stock from financings, Shares | 12,131,453 | |||||||
Issuance of stock for services, Amount | $ 200 | 265,800 | 266,000 | |||||
Issuance of stock for services, Shares | 200,000 | |||||||
Issuance of stock for principal and interest payments on Convertible Notes, Amount | $ 215 | 239,785 | $ 240,000 | |||||
Issuance of stock for principal and interest payments on Convertible Notes, Shares | 214,287 | 214,287 | ||||||
Foreign Exchange Translation Income | $ 137,563 | $ 137,563 | ||||||
Net Loss | (8,338,026) | (8,338,026) | ||||||
Ending Balance, Amount at Dec. 31, 2015 | $ 2,381 | $ 77,009 | $ 77,983,593 | $ (57,080,942) | $ 137,563 | 21,119,604 | ||
Ending Balance, Shares at Dec. 31, 2015 | 2,380,952 | 76,990,639 | ||||||
Reclassification of derivative warrant liabiity to equity as a result of warrant exchange agreement | 569,492 | |||||||
Net Loss | (3,230,222) | |||||||
Ending Balance, Amount at Mar. 31, 2016 | $ 24,804,232 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||||
Net Income (Loss) | $ (3,230,222) | $ 720,182 | $ (8,338,026) | $ (24,436,566) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Depreciation and amortization | 510,033 | 285,883 | 1,600,246 | 386,282 |
Amortization of debt discount | 35,584 | 33,914 | 152,958 | 11,278 |
(Increase) decrease in cash surrender value of officers' life insurance | (12,266) | (5,847) | 170,843 | 78,051 |
(Income) loss from change in value of derivatives | (1,260,549) | (1,343,447) | (3,644,594) | 10,344,753 |
Deferred income taxes | 0 | (2,260,270) | (2,427,733) | 0 |
Stock option / warrant compensation expense | 358,409 | 327,750 | 1,413,353 | 794,901 |
Gain on sale of assets | 0 | (79,327) | (79,327) | 0 |
Impairment of goodwill and intangible assets | 0 | 0 | 0 | 6,793,024 |
Changes in operating assets and liabilities: | ||||
Increase in accounts receivable | (3,034,674) | (3,862,406) | 10,136,988 | (290,395) |
Decrease (increase) in marketable securities | (951) | 3,049 | 5,497 | (2,353) |
Decrease in costs and estimated earnings in excess of billings | 159,598 | 61,014 | 343,021 | 286,432 |
Decrease (increase) in prepaid expenses | 61,307 | (44,045) | (85,953) | (223,743) |
Increase in deposits and other assets | (19,549) | (580,561) | (5,620) | (101,452) |
Increase (decrease) in accounts payable and accrued expenses | 1,233,566 | (1,927,081) | (4,374,677) | 390,847 |
Increase (decrease) in factored receivables obligation | 1,393,410 | 2,205,708 | (6,488,748) | 0 |
(Decrease) increase in billings in excess of costs and estimated earnings | (73,476) | (410,088) | (773,918) | 434,709 |
Net cash used in operating activities | (3,879,780) | (6,875,572) | (12,395,690) | (5,534,232) |
Cash flows from investing activities: | ||||
Cash paid in acquisitions net of cash acquired | 0 | (1,368,825) | (1,368,825) | 0 |
Proceeds on sale of assets | 0 | 99,828 | 99,828 | 0 |
Purchases of property and equipment and construction in progress | (334,973) | (107,126) | (2,507,024) | (243,587) |
Net cash used in investing activities | (334,973) | (1,376,123) | (3,776,021) | (243,587) |
Cash flows from financing activities: | ||||
Warrants and Options Exercised | 1,270,782 | 1,246,580 | 2,906,365 | 461,884 |
Common stock issuances | 5,331,444 | 11,294,449 | 13,159,899 | 0 |
Net payments on long-term debt | 0 | 0 | (1,533) | (1,500) |
Issuance of Convertible Notes and Warrants | 0 | 0 | 0 | 1,800,000 |
Net payments of Notes Payable | 0 | 0 | 0 | (2,721,239) |
Net cash provided for by (used in) financing activities | 6,602,226 | 12,541,029 | 16,064,731 | (460,855) |
Effects of foreign exchange rate changes | (14,814) | 0 | 137,563 | 0 |
Net increase (decrese) in cash | 2,372,659 | 4,289,334 | 30,583 | (6,238,674) |
Cash - beginning of period | 795,682 | 765,099 | 765,099 | 7,003,773 |
Cash - end of period | 3,168,341 | 5,054,433 | 795,682 | 765,099 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||
Interest | 14,290 | 104,010 | 602,138 | 44,066 |
Income taxes | 51,905 | 1,046,259 | 1,169,584 | 0 |
Summary of non-cash investing and financing activities: | ||||
Issuance of 10,000,000 shares of common stock in IPSA International, Inc. acquisition | 0 | 13,300,000 | 13,300,000 | 0 |
Issuance of common stock for dividend payment on preferred stock | 6,857 | 406,372 | 406,372 | 941,880 |
Reclassification of Derivative warrant liability to equity | 569,492 | 622,646 | 3,697,944 | 420,507 |
Fair Value of warrants issued to induce exercise of Series D warrants | 84,525 | 0 | 0 | 0 |
Fair Value of derivative features issued to Qualified Purchasers | 599,228 | 0 | 0 | 0 |
Stock options issued for assets purchased | 0 | 0 | 0 | 216,663 |
Issuance of 214,287 shares of common stock for principal (in the amount of $200,000) and interest payments (in the amount of $40,000) on convertible notes | 0 | 0 | 240,000 | 0 |
Issuance of 160,000 stock warrants in connection with 10% Convertible Notes Extension | $ 0 | $ 0 | $ 83,031 | $ 0 |
CONSOLIDATED STATEMENTS OF CAS8
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 12 Months Ended |
Dec. 31, 2015USD ($)shares | |
Statement of Cash Flows [Abstract] | |
Reclassification of Derivative warrant liability | $ 2,618,049 |
Issuance of shares of common stock | shares | 262,176 |
Issuance of shares of common stock in acquisition | shares | 10,000,000 |
Issuance of shares of common stock for principal, shares | shares | 214,287 |
Issuance of shares of common stock for principal, value | $ 200,000 |
Issuance of shares for interest on convertible debt | 40,000 |
Issuance of warrants | $ 160,000 |
1. Basis of Presentation and Ge
1. Basis of Presentation and General Information | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Basis Of Presentation And General Information | ||
Basis of Presentation and General Information | The accompanying unaudited interim consolidated financial statements of root9B Technologies, Inc. (root9B or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules of the Securities and Exchange Commission (SEC) and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Companys Annual Report filed with the SEC on Form 10-K for the year ended December 31, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of consolidated financial position and the consolidated results of operations for the interim periods presented have been reflected herein. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for fiscal year 2015 as reported in the 10-K have been omitted. The consolidated results of operations for interim periods are not necessarily indicative of the results expected for future quarters or the full year. The preparation of the Companys Consolidated Financial Statements, in conformity with GAAP, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Recent accounting pronouncements: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance requires an entity to recognize 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. In August 2015, the FASB issued a one-year deferral of the effective date of ASU 2014-09. ASU 2015-14 requires application of ASU 2014-09 for annual reporting periods beginning after December 15, 2017 and early adoption is permitted as of he original effective date (i.e. for annual reporting periods beginning after December 16, 2016). The Company has not yet determined the effect, if any, that the adoption of this standard will have on the Companys financial position or results of operations. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Going Concern (ASU 2014-15). ASU 2014- 15 provides GAAP guidance on managements responsibility in evaluating whether there is substantial doubt about a companys ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a companys ability to continue as a going concern within one year from the date the financial statements are issued. The standard will be effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. Upon adoption the Company will use the guidance in ASU 2014-15 to assess going concern uncertainty matters. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02). ASU 2016-02 is intended to improve financial reporting about leasing transactions. The ASU will require organizations that lease assets referred to as Lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard will be effective for annual periods ending after December 15, 2018, and interim periods within annual periods beginning after December 15, 2018. Early adoption will be permitted for all companies and organizations upon issuance of the standard. The Company is currently in the process of evaluating the impact that ASU 2016-02 will have on its financial statements. Since January 1, 2016, there have been other new accounting pronouncements and updates to the Accounting Standards Codification. Each of these updates has been reviewed by Management who does not believe their adoption has had or will have a material impact on the Companys financial position or operating results. | Description of Business We are a provider of cyber security, business advisory services principally in regulatory risk mitigation, and energy solutions. We help clients in diverse industries improve performance, comply with complex regulations, reduce costs, leverage and integrate technology, and stimulate growth. We team with our clients to deliver sustainable and measurable results. Our primary focus is using our expertise on issues related to three key areas for customers; (i) cyber security, (ii) regulatory risk mitigation, and (iii) energy usage and strategy initiatives. We work with our customers to assess, design, and provide customized advice and solutions that are tailored to address each clients particular needs. We provide solutions and services to a wide variety of organizations including Fortune 500 companies, medium-sized businesses and governmental entities. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the Companys consolidated financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Cash and cash equivalents The Company considers all highly liquid investments having an original maturity of three months or less to be cash equivalents. Amounts invested may exceed federally insured limits at any given time. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Company from time to time may have amounts on deposit in excess of the insured limits (FDIC limits are $250,000). The Company periodically assesses the financial condition of the institutions and believes that the risk of loss is remote. Accounts receivable: Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in the Companys existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense, if any, is included in general and administrative expenses. At December 31, 2015 and 2014, the allowance for doubtful accounts was $383,503 and $356,597, respectively. Marketable securities: Marketable equity securities are accounted for as trading securities and are stated at market value with unrealized gains and losses accounted for in other income (expense). Property and equipment: Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Maintenance and repair costs are expensed as incurred. Gains or losses on dispositions are reflected in income. Valuation of goodwill and intangible assets: Our intangible assets include goodwill, trademarks, non-compete agreements and purchased customer relationships, all of which are accounted for based on Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 350 Intangibles-Goodwill and Other Impairment testing: Our goodwill impairment testing is calculated at the reporting unit level. Our annual impairment test has two steps. The first identifies potential impairments by comparing the fair value of the reporting unit with its carrying value. If the fair value exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, a write-down is recorded. The impairment test for the other intangible assets is performed by comparing the carrying amount of the intangible assets to the sum of the undiscounted expected future cash flows whenever events or circumstances indicate that an impairment may have occurred. If the sum of the future undiscounted cash flows is less than the carrying amount of the intangible asset or to its related group of assets, an impairment charge is recorded to the extent that the carrying amount of the intangible asset exceeds its fair value. We predominately use a discounted cash flow model derived from internal budgets and forecasts in assessing fair values for our impairment testing. Factors that could change the result of our impairment test include, but are not limited to, different assumptions used to forecast future net sales, expenses, capital expenditures, and working capital requirements used in our cash flow models. In addition, selection of a risk-adjusted discount rate on the estimated undiscounted cash flows is susceptible to future changes in market conditions, and when unfavorable, can adversely affect our original estimates of fair values. In the event that management determines that the value of intangible assets have become impaired using this approach, we will record an accounting charge for the amount of the impairment. The Company also engages an independent valuation expert to assist it in performing the valuation and analysis of fair values of goodwill and intangibles. The Companys annual goodwill impairment testing date is October 1 of each year. In determining impairment charges, the Company uses various valuation techniques using both the income approach and market approach at each reporting unit in accordance with FASB ASC 350.The Company did not record an impairment charge during 2015. During 2014, the Company recorded a goodwill impairment write-down of $6,363,630 related to the Energy Solutions segment which is reflected in the Statement of Operations. The balance recorded as goodwill as of December 31, 2015 and 2014 is $15,676,246 and $4,352,177, respectively, net of accumulated impairment of $16,969,662 for both periods. Intangible assets, other than goodwill, consist of customer relationships, non-competition agreements and trademarks/trade names. The fair market value of the customer relationships were determined by discounting the expected future cash flows from the acquired customers. The value of the non-competition agreements were estimated from the percentage of discounted cash flows expected to be lost if the agreement was not in place. The Company performed its annual impairment test and determined there was no impairment during the fiscal year ended December 31, 2015. In addition, for the fiscal year ended December 31, 2014, it was determined that a full impairment of the trade name and customer list intangible assets related to the Energy Solutions segment was required and such impairment was recorded during the fiscal year ended December 31, 2014. As a result, the Company recorded an impairment charge of $429,394 at September 30, 2014. Customer relationships acquired are being amortized over the estimated useful life of four or five years. Non-competition agreements are being amortized over the life of the agreement. Acquired trademarks/trade names are being amortized over five or fifteen years. Total intangibles balances, prior to accumulated amortization, were $7,245,112 and $664,648 at December 31, 2015 and 2014, respectively. At December 31, 2015 and 2014, accumulated amortization of intangible assets totaled $1,735,470 and $513,025, respectively. Amortization expense on these intangible assets of $1,222,446 and $222,476 for the years ended December 31, 2015 and 2014, respectively, is included as depreciation and amortization on the Statement of Operations. Amortization expense related to intangible assets for the next five years and thereafter is expected to be as follows for the years ended: December 31, 2016 $ 1,311,836 December 31, 2017 862,103 December 31, 2018 790,429 December 31, 2019 781,262 December 31, 2010 220,838 Thereafter 1,543,174 $ 5,509,642 Revenue recognition: The Company follows the guidance of the Securities and Exchange Commissions Staff Accounting Bulletin No. 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of any agreement exists, services have been rendered, and collectability is reasonably assured; therefore, revenue is recognized when the Company invoices customers for completed services at contracted rates and terms. Therefore, revenue recognition may differ from the timing of cash receipts. Income taxes: The Company accounts for income taxes under FASB ASC Topic 740 Income Taxes FASB ASC Topic 740-10 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the balance sheet. It also provides guidance on de-recognition, measurement and classification of amounts related to uncertain tax positions, accounting for and disclosure of interest and penalties, accounting in interim period disclosures and transition relating to the adoption of new accounting standards. Under FASB ASC Topic 740-10, the recognition for uncertain tax positions should be based on a more-likely-than-not threshold that the tax position will be sustained upon audit. The tax position is measured as the largest amount of benefit that has a greater than fifty percent probability of being realized upon settlement. Derivative Warrant Liability: The Company evaluates warrants issued in connection with debt and preferred stock issuances to determine if those contracts, or any potential embedded components of those contracts, qualify as derivatives to be separately accounted for. This accounting treatment requires that the carrying amount of any embedded derivatives be marked-to-market at each balance sheet date and carried at fair value. In the event that the fair value is recorded as a liability, the change in the fair value during the period is recorded in the Statement of Operations as either income or expense. Upon expiration or exercise of the warrants, the derivative liability is marked to fair value at the conversion date and then the related fair value is reclassified to equity. The fair value at each balance sheet date and the change in value for each class of warrant derivative is disclosed in detail in Note 2 to the Consolidated Financial Statements. Share-based compensation: The Company accounts for stock based compensation in accordance with FASB ASC 718 Compensation-Stock Compensation The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505-50 Equity-Based Payments to Non-Employees Fees From Factoring Arrangement: Fees charged to the Company from its factoring arrangement for accounts receivable sold with full recourse include an administrative fee that is incurred upon funding of the factored invoices to the Company and a closing fee that is incurred when payment of the original accounts receivable amount is paid to the factoring company by the Companys customer. Administrative and closing fees from the factoring arrangement are included in interest expense in the consolidated financial statements. Foreign Currency Translation: The functional currencies of the Companys foreign operations are the local currencies. The consolidated financial statements of the Companys foreign subsidiaries have been translated into U.S. dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of Operations amounts have been translated using the average exchange rate for the periods presented. Accumulated net translation adjustments have been reported in other comprehensive income in the consolidated statements of comprehensive loss. Recent accounting pronouncements: In May, 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance requires an entity to recognize 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. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date, a standard to provide for a one-year deferral of the effective date of ASU 2014-09. ASU 2015-14 requires application of ASU 2014-09 for annual reporting periods beginning after December 15, 2017 and early adoption is permitted as of the original effective date (i.e. for annual reporting periods beginning after December 15, 2016). The Company has not yet determined the effect, if any, that the adoption of this standard will have on the Companys financial position or results of operations. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Going Concern (ASU 2014-15). ASU 2014-15 provides GAAP guidance on managements responsibility in evaluating whether there is substantial doubt about a companys ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a companys ability to continue as a going concern within one year from the date the financial statements are issued. The standard will be effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. Upon adoption the Company will use the guidance in ASU 2014-15 to assess going concern uncertainty matters. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02). ASU 2016-02 is intended to improve financial reporting about leasing transactions. ASU 2016-02 affects companies that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets referred to as Lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard will be effective for annual periods ending after December 15, 2018, and interim periods within annual periods beginning after December 15, 2018. Early adoption will be permitted for all companies and organizations upon issuance of the standard. See Note 14 for the Companys current lease commitments. The Company is currently in the process of evaluating the impact that ASU 2016-02 will have on its financial statements. Since January 1, 2015, there have been several other new accounting pronouncements and updates to the Accounting Standards Codification. Each of these updates has been reviewed by Management who does not believe their adoption has had or will have a material impact on the Companys financial position or operating results. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Summary Of Significant Accounting Policies | |
Summary of Significant Accounting Policies | The Companys significant accounting policies are outlined in the Companys Annual Report filed with the SEC on Form 10-K for the year ended December 31, 2015. |
3. Fair Value Measurements
3. Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Fair Value Measurements | We measure the fair value of financial assets and liabilities in accordance with GAAP, which defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. GAAP describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities. Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 inputs that are unobservable (for example the probability of a capital raise in a binomial methodology for valuation of a derivative liability directly related to the issuance of common stock warrants). Derivative Instruments : We do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain financial instruments and contracts, such as debt financing arrangements and the issuance of common and preferred stock with detachable common stock warrants features that are either i) not afforded equity classification, ii) embody risks not clearly and closely related to host contracts, or iii) may be net-cash settled by the counterparty. These instruments are required to be carried as derivative liabilities, at fair value. Certain of our derivative instruments are detachable (or free-standing) common stock purchase warrants issued in conjunction with debt or common and preferred stock. We estimate fair values of these derivatives utilizing Level 2 inputs for all warrants issued, other than those associated with Series C Preferred Stock and derivative features issued to qualified investors as part of the Q1 2016 capital raise. Other than the Series C Preferred Stock warrants and the derivative features issued to Qualified Purchasers, we use the Black-Scholes option valuation technique as it embodies all of the requisite assumptions (including trading volatility, remaining term to maturity, market price, strike price, and risk free rates) necessary to fair value these instruments, for they do not contain material down round protection (otherwise referred to as anti-dilution and full ratchet provisions). For the warrants directly related to the Series C Preferred Stock and the derivative features issued to Qualified Purchasers, the warrant contracts do contain Down Round Protections and the Black-Scholes option valuation technique does not, in its valuation calculation, give effect for the additional value inherently attributable to the Down Round Protection mechanisms in its contractual arrangement. Valuation models and techniques have been developed and are widely accepted that take into account the additional value inherent in Down Round Protection. These techniques include Modified Binomial, Monte Carlo Simulation and the Lattice Model. The core assumptions and inputs to the Binomial model are the same as for Black-Scholes, such as trading volatility, remaining term to maturity, market price, strike price, and risk free rates; all Level 2 inputs. However, a key input to the Binomial model (in our case, the Monte Carlo Simulation, for which we engage an independent valuation firm to perform) is the probability of a future capital raise which would trigger the Down Round Protection feature. By definition, this input assumption does not meet the requirements for Level 1 or Level 2 outlined above; therefore, the entire fair value calculation for the Series C Common Stock Warrants and the derivative features issued to Qualified Purchasers are deemed to be Level 3. This input to the Monte Carlo Simulation model, was developed with significant input from management based on its knowledge of the business, current financial position and the strategic business plan with its best efforts. As of December 31, 2015, the Company has determined that the Black-Scholes model valuation for the Series C warrants was not materially different than the Binomial model due to the remaining period before warrant expiration being less than 3 months and the current market price of the Companys stock being in excess of the down round trigger price of $0.77. As a result, the valuation of the Series C warrants as of December 31, 2015 was performed using the Black-Scholes model to approximate the Binomial model valuation. The 714,285 Series C warrants that were unexercised as of the March 3, 2016 expiration date had $0 value as of March 31, 2016. As of March 31, 2016, the Company determined that the derivative features issued to the Qualified Purchasers as part of the Securities Purchase Agreement executed on March 10, 2016, which included 5,073,863 warrants (See Note 8), should be recorded as derivative liabilities. However, due to the 9.9% ownership restrictions at both the execution date and at March 31, 2016, the warrants to the Qualified Purchasers were not exercisable. Management has also determined that the likelihood of the Qualified Purchasers ownership percentage being reduced below the 9.9% maximum ownership is highly improbable during the term of the warrants. These factors, along with the anti-dilution protection were key inputs in the Monte Carlo simulation performed by an independent valuation firm. Also, as of March 31, 2016, the Non-Qualified Purchasers that were part of the same Securities Purchase Agreement dated March 10, 2016, which included 1,926,137 warrants, met the criteria of being for being indexed to the Companys common stock and have been classified in stockholders equity. Estimating fair values of these derivative financial instruments requires the use of significant and subjective inputs that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are volatile and sensitive to changes in our trading market price, the trading market price of various peer companies and other key assumptions such as the probability of a capital raise for the Monte Carlo Simulation described above. Since derivative financial instruments are initially and subsequently carried at fair value, our operating results will reflect this sensitivity of internal and external factors. The key quantitative assumptions related to the Series C Common Stock Warrants, issued March 3, 2011 and expiring March 3, 2016, were as follows: December 31, 2015 Expected Life (Years) 0.2 Risk Free Rate 0.15 % Volatility 38.06 % Probability of a Capital Raise 100 % The key quantitative assumptions related to the Securities Purchase Agreement, for the derivative features issued to the Qualified Purchasers issued March 10, 2016 are as follows: March 31, 2016 Expected Life (Years) 2.0 5.0 Risk Free Rate 1.45 % Volatility 56.3 % Probability of a Capital Raise 5%-95 % Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Financial assets and liabilities measured at fair value on a recurring basis (for the Company, only derivative liabilities related to common stock purchase warrants, (issued directly in conjunction with debt and preferred stock issuances and to qualified investors) are summarized below and disclosed on the balance sheet under Derivative liability: March 31, 2016 Fair Value Level 1 Level 2 Level 3 Derivative Liability Common Stock Purchase Warrants: Series B Preferred Stock - - Promissory Notes $ 2,409 $ 2,409 Series D Preferred Stock 1,707,634 1,707,634 Series C Preferred Stock - - Qualified Purchaser derivative features 599,228 599,228 Total $ 2,309,271 $ 1,710,043 $ 599,228 December 31, 2015 Fair Value Level 1 Level 2 Level 3 Derivative Liability Common Stock Purchase Warrants: Promissory Notes $ 2,189 $ 2,189 Series D Preferred Stock 2,904,849 2,904,849 Series C Preferred Stock 633,046 633,046 Total $ 3,540,084 $ 2,907,038 $ 633,046 The Series C Preferred Stock change in Level 3 value from $633,046 as of December 31, 2015 to $0 as of March 31, 2016 consisted of a $493,124 decrease in value, with the balance of $139,922 reclassed to shareholder equity upon the exercise of the warrants. The Qualified Purchaser Level 3 derivative features were valued at $599,228 as of March 31, 2016, which approximated the value at issuance on March 10, 2016. | We measure the fair value of financial assets and liabilities in accordance with GAAP, which defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. GAAP describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities. Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 inputs that are unobservable (for example the probability of a capital raise in a binomial methodology for valuation of a derivative liability directly related to the issuance of common stock warrants). Derivative Instruments: We do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain financial instruments and contracts, such as debt financing arrangements and the issuance of preferred stock with detachable common stock warrants features that are either i) not afforded equity classification, ii) embody risks not clearly and closely related to host contracts, or iii) may be net-cash settled by the counterparty. These instruments are required to be carried as derivative liabilities, at fair value. Certain of our derivative instruments are detachable (or free-standing) common stock purchase warrants issued in conjunction with debt or preferred stock. We estimate fair values of these derivatives utilizing Level 2 inputs for all warrants issued, other than those associated with Series C Preferred Stock. Other than the Series C Preferred Stock warrants, we use the Black-Scholes option valuation technique as it embodies all of the requisite assumptions (including trading volatility, remaining term to maturity, market price, strike price, and risk free rates) necessary to fair value these instruments, for they do not contain material down round protection (otherwise referred to as anti-dilution and full ratchet provisions). For the warrants directly related to the Series C Preferred Stock, the warrant contracts do contain Down Round Protections and the Black-Scholes option valuation technique does not, in its valuation calculation, give effect for the additional value inherently attributable to the Down Round Protection mechanisms in its contractual arrangement. Valuation models and techniques have been developed and are widely accepted that take into account the additional value inherent in Down Round Protection. These techniques include Modified Binomial, Monte Carlo Simulation and the Lattice Model. The core assumptions and inputs to the Binomial model are the same as for Black-Scholes, such as trading volatility, remaining term to maturity, market price, strike price, and risk free rates; all Level 2 inputs. However, a key input to the Binomial model (in our case, the Monte Carlo Simulation, for which we engage an independent valuation firm to perform) is the probability of a future capital raise which would trigger the Down Round Protection feature. By definition, this input assumption does not meet the requirements for Level 1 or Level 2 outlined above; therefore, the entire fair value calculation for the Series C Common Stock Warrants is deemed to be Level 3. This input to the Monte Carlo Simulation model, was developed with significant input from management based on its knowledge of the business, current financial position and the strategic business plan with its best efforts. As of December 31, 2015, the Company has determined that the Black-Scholes model valuation for the Series C warrants was not materially different than the Binomial model due to the remaining period before warrant expiration being less than 3 months and the current market price of the Companys stock being in excess of the down round trigger price of $0.77. As a result, the valuation of the Series C warrants as of December 31, 2015 was performed using the Black-Scholes model to approximate the Binomial model valuation. Additionally, as a part of the Merger Agreement with IPSA International, Inc., (see Note 3) the Company was subject to issue additional shares of the Companys stock based on the performance of the Companys stock as of the 18 month anniversary of the transaction as well as the attainment of certain financial benchmarks by the IPSA subsidiary. If 18 months from the IPSA transaction closing (February 9, 2015), the Companys stock price was below $1.30, the Company was to issue additional shares, up to a maximum of 2.5 million shares, such that the value on the 18 month anniversary of the shares issued at closing is equal to the value at the closing. The issuance of any shares based on the stock price on the 18 month anniversary was only to occur if the IPSA subsidiary contributed $39 million and $4.5 million to the Companys net revenue and earnings before income taxes, respectively, for the 12 months after closing. The potential issuance of shares (contingent value right) is a derivative liability. The contingent value right had been valued on a quarterly basis utilizing a Monte Carlo Simulation model, which includes significant level 3 inputs, and the fair value of the contingent value right has been included as a Derivative Liability. On October 9, 2015, the Company and IPSA amended the Merger Agreement to remove the provision relating to the contingent value right. Therefore as of December 31, 2015 there was no value assigned to this contingent value right. Estimating fair values of these derivative financial instruments require the use of significant and subjective inputs that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are volatile and sensitive to changes in our trading market price, the trading market price of various peer companies and other key assumptions such as the probability of a capital raise for the Monte Carlo Simulation described above. Since derivative financial instruments are initially and subsequently carried at fair value, our operating results will reflect this sensitivity of internal and external factors. The key quantitative assumptions related to the Series C Common Stock Warrants, issued March 3, 2011 and expiring March 3, 2016, are as follows: December 31, 2015 December 31, 2014 Expected Life (Years) 0.2 1.2 Risk Free Rate 0.15 % 0.32 % Volatility 38.06 % 26.78 % Probability of a Capital Raise 100 % 8-95 % Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Financial assets and liabilities measured at fair value on a recurring basis (for the Company, only derivative liabilities related to common stock purchase warrants, issued in conjunction with debt and preferred stock issuances) are summarized below and disclosed on the balance sheet under Derivative liability: December 31, 2015 Fair Value Level 1 Level 2 Level 3 Derivative Liability Common Stock Purchase Warrants: Debentures $ - $ - Series B Preferred Stock - - Promissory Notes 2,189 2,189 Series D Preferred Stock 2,904,849 2,904,849 Series C Preferred Stock 633,046 633,046 Total $ 3,540,084 $ 2,907,038 $ 633,046 December 31, 2014 Fair Value Level 1 Level 2 Level 3 Derivative Liability Common Stock Purchase Warrants: Debentures $ - $ - Series B Preferred Stock 794,633 794,633 Promissory Notes 225,897 225,897 Series D Preferred Stock 3,325,449 3,325,449 Series C Preferred Stock 6,305,260 6,305,260 Total $ 10,651,239 $ 4,345,979 $ 6,305,260 The table below provides a summary of the changes in fair value of financial assets and liabilities (for the Company, only derivative liabilities related to common stock purchase warrants, issued in conjunction with certain debt and preferred stock issuances) measured at fair value on a recurring basis for all derivatives, both level 2 and those using significant unobservable inputs (Level 3 or only the common stock purchase warrants directly related to Series C Preferred Stock) for the years ended December 31, 2015 and 2014. Fair Value Measurements Using Level 2 Inputs Level 3 Inputs Derivative liability - Derivative liability - Derivative liability - Derivative liability - Total Fair Value Derivative liability - Derivative Liability Grand Total Fair Value Balance December 31, 2013 $ 10,207 $ 24,277 $ 85,824 $ 224,075 $ 344,383 $ 382,610 $ - $ 726,993 Total unrealized (gains) or losses included in net income or (loss) 120,343 777,865 422,521 3,101,374 4,422,103 5,922,650 - 10,344,753 Reclassification to equity resulting from exercise of Common Stock Purchase Warrants ( 130,550 ) (7,509 ) (282,448 ) -- (420,507 ) -- -- (420,507 ) Balance December 31, 2014 $ -- $ 794,633 $ 225,897 $ 3,325,449 $ 4,345,979 $ 6,305,260 $ -- $ 10,651,239 Total unrealized (gains) or losses included in net income or (loss) -- 21,079 12,722 (410,731 ) (376,930 ) (3,036,281 ) (231,384 ) (3,644,594 ) Reclassification to equity resulting from exercise of Common Stock Purchase Warrants -- (815,712 ) (236,430 ) (9,869 ) (1,062,011 ) (17,884 ) - (1,079,895 ) Release of contingent value right - - - - 231,384 231,384 Reclassification to equity resulting from the warrant exchange agreement -- -- -- -- -- (2,618,049 ) -- (2,618,049 ) Balance December 31, 2015 $ -- $ -- $ 2,189 $ 2,904,849 $ 2,907,038 $ 633,046 $ -- $ 3,540,084 |
4. Acquisitions
4. Acquisitions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Acquisitions | IPSA International, Inc. On February 6, 2015, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with IPSA International, Inc. (IPSA). On February 9, 2015, the Company and IPSA consummated and closed the Merger, which was accounted for as a business acquisition. Pursuant to the terms of the Merger Agreement, upon the closing of the Merger, the Corporation issued 10,000,000 shares of the Companys common stock, valued at $13,300,000 to the stockholders of IPSA (the Stock Consideration), as well as paid $2,500,000 in cash to such stockholders. In conjunction with the closing of the Merger, the Company entered into a registration rights agreement with the stockholders of IPSA whereby the Company agreed to provide piggyback registration rights to the holders of the Stock Consideration. The Company also entered into an employment agreement with Dan Wachtler, the CEO of IPSA. The Company incurred acquisition related costs of $649,442 and these were included in operating expenses for the three months ended March 31, 2015. IPSA specializes in Anti-Money Laundering (AML) operational, investigative and remedial services, AML risk advisory and consulting services, conducting high-end investigations with expertise in services ranging from complex financial crime and intellectual property issues to conducting anti-bribery investigations or due diligence on a potential partner or customer. Additionally, IPSA provides investigative services related to passport issuances by foreign countries. IPSA has offices in the U.S., Canada, U.K., U.A.E. and Hong Kong and a talent base that is focused on assisting clients in making better-informed decisions to protect their investments and assets. During the third quarter of 2015, additional valuation work was completed, and as a result, amounts for goodwill and accrued expenses were adjusted by $132,684 from those previously reported on Form 10Q as of March 31, 2015. The following table presents the final purchase price allocation: Consideration $ 15,800,000 Assets Acquired: Current Assets $ 11,798,564 Property and Equipment, net 29,180 Other long term assets 712,353 Intangible assets 6,580,464 Goodwill 11,324,069 Total assets acquired 30,444,565 Liabilities Assumed: Accounts Payable 1,546,117 Factored Receivables Obligation 6,488,748 Accrued Expenses 1,990,857 Dividends Payable 1,100,000 Deferred Income Tax non current 3,287,524 Derivative contingent value right 231,384 Total liabilities assumed 14,644,565 Net Assets Acquired $ 15,800,000 The acquired intangibles include customer relationships valued at $3,056,856 being amortized over 5 years, trademarks valued at $2,548,364 being amortized over 15 years and a non-compete agreement valued at $975,244 being amortized over 2 years. As a part of the purchase price allocation, the Company recorded net deferred tax assets, which were recorded on IPSAs books at the time of acquisition, of approximately $556,000. In connection with the purchase price allocation, the Company recorded a deferred tax liability of approximately $2,842,000, with a corresponding increase to goodwill, for the tax effect of the acquired identifiable intangible assets from IPSA. This liability was recorded as there will be no future tax deductions related to the acquired intangibles but they will be amortized as described above for financial reporting purposes. Prior to the acquisition, the Company had determined that it was more likely than not that some portion or all of its deferred tax assets would not be realized and therefore had recorded a valuation allowance for the full amount of its deferred tax assets (which were $7,543,910 at December 31, 2014). Upon the acquisition, the Company evaluated the likelihood that the acquired deferred tax assets and liabilities would be realized and as a result of that evaluation, recorded an increase to the valuation allowance of approximately $474,000 related to the acquired deferred tax assets and recorded a reduction in the valuation allowance of approximately $2,842,000 related to the deferred tax liability associated with the acquired identifiable intangible assets. The net amount of these two adjustments to the Companys valuation allowance against its net deferred tax assets was approximately $2,368,000 and is included in the income tax benefit on the Companys consolidated statement of operations for the three months ended March 31, 2015. | We have acquired certain businesses, as set forth below and accordingly, the accompanying consolidated Financial Statements include the results of operations of each acquired business since the date of acquisition. IPSA International, Inc. On February 6, 2015, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with IPSA International, Inc. (IPSA). On February 9, 2015, the Company and IPSA consummated and closed the Merger, which was accounted for as a business acquisition. Pursuant to the terms of the Merger Agreement, upon the closing of the Merger, the Corporation issued 10,000,000 shares of the Companys common stock, valued at $13,300,000 to the stockholders of IPSA (the Stock Consideration), as well as paid $2,500,000 in cash to such stockholders. In conjunction with the closing of the Merger, the Company entered into a registration rights agreement with the stockholders of IPSA whereby the Company agreed to provide piggyback registration rights to the holders of the Stock Consideration. The Company also entered into an employment agreement with Dan Wachtler, the CEO of IPSA. The Company incurred acquisition related costs of $649,442 and these were included in operating expenses. IPSA specializes in Anti-Money Laundering (AML) operational, investigative and remedial services, AML risk advisory and consulting services, conducting high-end investigations with expertise in services ranging from complex financial crime and intellectual property issues to conducting anti-bribery investigations or due diligence on a potential partner or customer. Additionally IPSA provides investigative services related to passport issuances by foreign countries. IPSA has offices in the U.S., Canada, U.K., U.A.E. and Hong Kong and a talent base that is focused on assisting clients in making better-informed decisions to protect their investments and assets. Valuation work was completed during the fourth quarter and as a result amounts for other long term assets and goodwill were adjusted by $163,698 from those previously reported on Form 10Q as of September 30, 2015. The following table presents the final purchase price allocation: Consideration $ 15,800,000 Assets Acquired: Current Assets $ 11,798,564 Property and Equipment, net 29,180 Other long term assets 712,353 Intangible assets 6,580,464 Goodwill 11,324,069 Total assets acquired 30,444,630 Liabilities Assumed: Accounts Payable 1,546,117 Factored Receivables Obligation 6,488,748 Accrued Expenses 1,990,857 Dividends Payable 1,100,000 Deferred Income Tax non current 3,287,524 Derivative contingent value right 231,384 Total liabilities assumed 14,644,630 Net Assets Acquired $ 15,800,000 The acquired intangibles include customer relationships valued at $3,056,856 being amortized over 5 years, trademarks valued at $2,548,364 being amortized over 15 years and a non-compete agreement valued at $975,244 being amortized over 2 years. As a part of the purchase price allocation, the Company recorded net deferred tax assets, which were recorded on IPSAs books at the time of acquisition, of approximately $556,000. In connection with the purchase price allocation, the Company recorded a deferred tax liability of approximately $2,842,000, with a corresponding increase to goodwill, for the tax effect of the acquired identifiable intangible assets from IPSA. This liability was recorded as there will be no future tax deductions related to the acquired intangibles but they will be amortized as described above for financial reporting purposes. Prior to the acquisition, the Company had determined that it was more likely than not that some portion or all of its deferred tax assets would not be realized and therefore had recorded a valuation allowance for the full amount of its deferred tax assets (which were $7,543,910 at December 31, 2014). Upon the acquisition, the Company evaluated the likelihood that the acquired deferred tax assets and liabilities would be realized and, as a result of that evaluation, recorded an increase to the valuation allowance of approximately $474,000 related to the acquired deferred tax assets and recorded a reduction in the valuation allowance of approximately $2,842,000 related to the deferred tax liability associated with the acquired identifiable intangible assets. The net amount of these two adjustments to the Companys valuation allowance against its net deferred tax assets was approximately $2,368,000 and is included in the income tax benefit on the Companys consolidated statement of operations for the year ended December 31, 2015. |
4a. Property and Equipment
4a. Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Property and Equipment | The principal categories and estimated useful lives of property and equipment are as follows: Estimated 2015 2014 Useful Lives Office equipment $ 1,490,297 $ 1,564,404 5 years Furniture and fixtures 2,049,525 277,499 7 years Vehicles 13,567 13,567 5 Years Computer software 732,842 276,613 3 to 5 years Leasehold improvements 159,361 114,572 ** Land 226,261 266,765 N/A 4,671,853 2,513,420 Less: accumulated depreciation (889,465 ) (764,789 ) $ 3,782,388 $ 1,748,631 ** The lesser of useful life or the minimum lease term. |
5. Receivables sold with recour
5. Receivables sold with recourse | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Receivables Sold With Recourse | ||
Receivables sold with recourse | The Companys IPSA subsidiary sells certain of its accounts receivable with full recourse to Advance Payroll Funding Ltd. (Advance). Advance retains portions of the proceeds from the receivable sales as reserves, which are released to the Company as the receivables are collected. Proceeds from sales of such receivables, net of amounts held in reserves, during the period from January 1, 2016 to March 31, 2016, totaled $1,393,410. The outstanding balance of full recourse receivables at March 31, 2016 was $1,686,417 and this amount is included in Accounts receivable on the consolidated balance sheet. The outstanding balance of full course receivables and factored receivable obligations as of December 31, 2015 was $0. In the event of default, the Company is required to repurchase the entire balance of the full recourse receivables and is subject to fees. There are no limits on the amount of accounts receivable factoring available to the Company under the factoring agreement. The agreement with Advance automatically renewed for a two year period on January 10, 2016, with additional 24 month renewal intervals thereafter. The Company may only terminate the agreement as of the end of the next maturing term, or may provide at least sixty days written notice for an early termination of the agreement. In the event of early termination, the Company would be subject to an early termination fee calculated as the average monthly base fees earned by Advance for the three months having the highest total base fees throughout the previous twelve months, multiplied by the number of months (or portions thereof) between the early termination date and the end of the current term. | The Companys IPSA subsidiary sells certain of its accounts receivable with full recourse to Advance Payroll Funding Ltd. (Advance). Advance retains portions of the proceeds from the receivable sales as reserves, which are released to the Company as the receivables are collected. Proceeds from sales of such receivables, net of amounts held in reserves, during the period from February 9, 2015 to December 31, 2015 totaled $7,393,507. The outstanding balance of full recourse receivables at December 31, 2015 was $0. In the event of default, the Company is required to repurchase the entire balance of the full recourse receivables and is subject to fees. There are no limits on the amount of accounts receivable factoring available to the Company under the factoring agreement. The agreement with Advance is effective through January 10, 2018, with two year renewal intervals thereafter. |
5a. Marketable Securities Class
5a. Marketable Securities Classified as Trading Securities | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Marketable Securities Classified as Trading Securities | Under FASB ASC Topic 320 Investments-Debt and Equity Securities Fair Value Measurements and Disclosures Fair Market Holding Cost Value Gain (Loss) December 31, 2015 $ 42,504 $ 33,366 $ (5,497 ) December 31, 2014 $ 42,504 $ 38,863 $ 2,353 |
6. Pro-Forma Financial Informat
6. Pro-Forma Financial Information (unaudited) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Pro-Forma Financial Information (unaudited) | The following unaudited pro-forma data summarizes the results of operations for the three months ended March 31, 2015 as if the purchase of IPSA International, Inc. had been completed on January 1, 2015. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2015. Three Months Ended March 31, 2015 Net revenues $ 14,566,395 Operating income (loss) (2,313,408 ) Net loss per share basic and fully diluted $ (0.04 ) | The following unaudited pro-forma data summarizes the results of operations for the years ended December 31, 2015 and December 31, 2014, as if the February 9, 2015 purchase of IPSA International, Inc. had been completed on January 1, 2014. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2014. December 31, 2015 December 31, 2014 Net revenues $ 34,390,577 $ 61,454,454 Operating loss (12,841,292 ) (7,109,581 ) Net loss per share basic $ (0.18 ) $ (0.18 ) Net loss per share- diluted $ (0.18 ) $ (0.18 ) |
6. Investment in Limited Liabil
6. Investment in Limited Liability Company | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Investment in Limited Liability Company | The Company has an investment in a limited liability company, which owns approximately 33 percent of the office building the Company leases office space in Charlotte, North Carolina. The Companys investment represents an approximate 3 percent share of ownership in the limited liability company. Based on the Companys ownership percentage, the Company accounts for its investment using the cost method. Accordingly, the carrying value of $100,000 is equal to the capital contribution the Company has made. Income is recognized when capital distributions are received by the Company and totaled $3,600 for each of the years ended December 31, 2015 and 2014. |
7. Net Income (Loss) Per Share
7. Net Income (Loss) Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Net Income (Loss) Per Share | Basic net income or loss per common share is computed by dividing net income or loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net income or loss per share is computed by dividing net income or loss available to common stockholders for the period by the weighted-average number of common and common equivalent shares, such as stock options, warrants and convertible securities outstanding during the period. Such common equivalent shares have not been included in the Companys computation of net income (loss) per share when their effect would have been anti-dilutive based on the strike price as compared to the average trading price or due to the Companys net losses attributable to common stockholders. March 31, March 31, 2016 2015 Basic: Numerator net income (loss) available to common stockholders $ (3,237,079 ) $ 313,810 Denominator weighted-average shares outstanding 78,591,011 60,408,125 Net income (loss) per share Basic $ (0.04 ) $ 0.01 Diluted: Numerator net income (loss) available to common stockholders $ (3,237,079 ) $ 313,810 Denominator weighted-average shares outstanding 78,591,011 80,436,499 Net income (loss) per share Diluted $ (0.04 ) $ 0.00 | Basic net income or loss per common share is computed by dividing net income or loss for the period by the weighted - average number of common shares outstanding during the period. Diluted income or loss per share is computed by dividing net income or loss for the period by the weighted - average number of common and common equivalent shares, such as stock options, warrants and convertible securities outstanding during the period. Such common equivalent shares have not been included in the Companys computation of net income (loss) per share when their effect would have been anti-dilutive based on the strike price as compared to the average trading price or due to the Companys net losses attributable to common stockholders. 2015 2014 Basic: Numerator net loss attributable to common stockholders $ (8,744,398 ) $ (26,033,922 ) Denominator weighted average shares outstanding 70,581,243 30,345,422 Net loss per share Basic and diluted $ (0.12 ) $ (0.86 ) Incremental common shares (not included due to their anti-dilutive nature) : Stock options 10,360,084 11,309,864 Stock warrants 25,867,753 18,753,060 Convertible preferred stock Series B - 1,080,000 Convertible preferred stock Series C 7,142,856 7,142,856 Convertible preferred stock Series D - - Convertible Notes 1,428,571 1,607,143 44,799,264 39,892,923 |
7a. Goodwill Impairment
7a. Goodwill Impairment | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Goodwill Impairment | The Company completed an annual impairment evaluation for the years ended December 31, 2015 and 2014, applying both Step 1 and Step 2 tests as applicable in FASB ASC 350.. The Company performed its annual impairment test and determined there was no impairment during the fiscal year ended December 31, 2015. In addition, for the fiscal year ended December 31, 2014, it was determined that a full impairment of the trade name and customer list intangible assets related to the Energy Solutions segment was required and such impairment was recorded during the fiscal year ended December 31, 2014. During 2014, the Company recorded a goodwill impairment write down of $6,363,630 related to its Energy Solutions business segment / reporting unit, which is reflected in the Statement of Operations. The balance recorded as goodwill as of December 31, 2015 and 2014 is $15,676,246 and $4,352,177, respectively, net of accumulated impairment of $16,969,662 for both periods. |
8. Stockholders' Equity
8. Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Stockholders' Equity | Common Stock: Generally, the Company issues common stock in connection with acquisitions, as a part of equity financing transactions, as dividends on preferred stock, upon conversion of preferred shares to common stock and upon the exercise of stock options or warrants. During the three months ended March 31, 2016, the Company issued common stock and common stock warrants as a part of the following four equity financing transactions: On February 9, 2016, the Company entered into a letter agreement (the Agreement) with Miriam Blech and River Charitable Remainder Unitrust f/b/o Isaac Blech, who together control all of the Companys Class C Preferred Stock. Pursuant to the Agreement, the parties agreed to postpone payment of the annual dividend on the Companys Class C Preferred Stock until five (5) business days following the day on which the Company holds an annual or special meeting of its stockholders where the stockholders approve a proposal to increase the authorized capital stock of the Company. On January 26, 2016, the Company entered into securities purchase agreements with a group of accredited investors, pursuant to which the Company was to issue 227,273 shares of common stock at a purchase price of $1.10 per share. In addition, the Company issued warrants to purchase up to 56,818 shares of the Corporations common stock in the aggregate, at an exercise price of $1.50 per share (the Warrants). The Warrants have a term of five years and may be exercised at any time from or after the date of issuance and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). Upon closing of this equity financing, the Company received proceeds of $250,000. On February 24, 2016, the Company received proceeds of $1,256,782 in connection with the Company's offer to amend and exercise warrants. In connection with the offering, warrant holders elected to exercise a total of 1,142,529 of their $1.125 warrants at a reduced exercise price of $1.10 per share. The Company issued new warrants to the participants to purchase 285,654 shares of common stock with a term of five (5) years and have an exercise price per share equal to $1.50. On March 3, 2016 the Company agreed to replace the 480,784 $1.50 warrants from the November 5, 2015, December 23, 2015 and January 26, 2016 financings with 1,923,137 five year warrants at $1.10 per share. These 1,923,137 warrants are subject to the Companys customary, structural anti-dilution protections (i.e. stock splits, dividends, etc). On March 10, 2016, the Company entered into securities purchase agreements with accredited investors, advisory clients of Wellington Management Company, LLP In the event, prior to March 10, 2021, the Company issues Additional Stock (as defined in the Qualified Purchasers Securities Purchase Agreement) for per share consideration that is less than the Exercise Price of the Qualified Purchaser warrants, then the Exercise Price of each Warrant shall be reduced concurrently with such issue, to match the per share price of the dilutive issuance. Additional Stock as defined in the Securities Purchase Agreement excludes common stock issued for exercises of stock options and warrants, conversions of promissory notes, and certain other adjustments as defined in the agreement. Additionally, in the event, prior to March 10, 2018, the Company issues Additional Stock for a per share consideration of less than $1.10 resulting in a Dilutive Issuance as defined in the Securities Purchase Agreement, the Company shall issue shares to the Qualified Purchasers, for no additional consideration, based on a formula defined in the Securities Purchase Agreement. Furthermore, in the event, prior to March 10, 2018, the Company issues Additional Stock (as defined in the Qualified Purchasers Warrant Agreement) the number of warrant shares shall be increased by the number of shares necessary to ensure that the Ownership Percentage immediately following the issuance of any such shares shall remain equal to the Ownership Percentage immediately prior to such issuance. Ownership Percentage is calculated as the 5,073,863 warrant shares issued to Qualified Investors divided by 141,538,754 fully diluted shares agreed upon at the issuance date. Additional stock per the Warrant Agreement excludes all of the same items described above and also excludes shares issued for a strategic investment between $10 million and $25 million. Qualified Purchasers cannot exercise their warrants unless their beneficial ownership of outstanding common stock falls below 9.9%. As of the March 10, 2016 issuance date and March 31, 2016, the Qualified Purchasers beneficially owned approximately 14% of the Companys common stock, thus, the warrants are not exercisable. If the Qualified Purchasers ownership of outstanding common stock falls below 9.9%, they are permitted to exercise warrants only to the extent that their beneficial ownership reaches 9.9%. Aside from legal fees, the Company incurred $397,699 in fees, plus the issuance of 202,955 $1.10 five year warrants, with an exercise price of $1.10 and in connection with this financing transaction and this amount is not reflected in the proceeds above. The table below summarizes the common stock and warrant activity referenced: Common Shares Warrants January 26, 2016 Securities Purchase Agreement 227,273 56,818 February 24, 2016 Warrant Exercises 1,142,529 (1,142,529 ) February 24, 2016 Warrant Issue 285,654 March 3, 2016 Warrants Replaced (480,784 ) March 3, 2016 Warrant Re-Issue 1,923,137 March 10, 2016 Stock Purchase Agreement 5,076,863 5,076,863 Warrants Issued for Services 202,955 Totals 6,446,665 5,922,114 7% Series B Convertible Preferred Stock: During 2010, the Company issued 1,200,000 shares of 7% Series B Convertible Preferred Stock (Series B Preferred Stock), along with 1,058,940 detachable warrants. The holders of shares of Series B Preferred Stock are entitled to receive a 7 percent annual dividend until the shares are converted to common stock. The warrants, immediately exercisable, are for a term of five years, and entitle the holder to purchase shares of common stock at an exercise price of $ 0.77 per share. During the three months ended March 31, 2015, 880,000 shares of Series B Preferred Stock were converted into 880,000 shares of common stock. As of March 31, 2016 and December 31, 2015, no shares of the Series B Preferred Stock remained outstanding, respectively. The Class B preferred stock accrued 7 percent per annum dividends. The dividends began accruing April 30, 2010, and were cumulative. Dividends were payable annually in arrears. At December 31, 2015, $6,857 of dividends had accrued on these shares. However, they are unrecorded on the Companys books until declared. On February 26, 2016, the Company declared the dividends on its Series B preferred stock accrued as of December 31, 2015, and the Company paid the dividends in 4,969 shares of Company common stock during the three months ended March 31, 2016. Series C Convertible Preferred Stock: During 2011, the Company issued 2,380,952 shares of Series C Convertible Preferred Stock; $.001 par value per share (Series C Preferred Stock), along with 8,217,141 warrants. Each share was priced at $2.10 and, when issued, included 3 warrants at an exercise price of $0.77 which expire in 5 years. The Series C Preferred Stock (a) is convertible into three shares of common stock, subject to certain adjustments, (b) pays 7 percent dividends per annum, payable annually in cash or shares of common stock, at the Companys option, and (c) is automatically converted into common stock should the price of the Companys common stock exceed $2.50 for 30 consecutive trading days. The warrants issued in connection with the Series C Preferred Stock contain full-ratchet anti-dilution provisions that require them to be recorded as a derivative instrument. On August 11, 2015, the Company executed an Exchange Agreement with the holders of the Series C Preferred Stock Warrants, replacing the original $0.77 warrants, with $1.20 warrants, which are not eligible for exercise until after February 11, 2017 and have an expiration date of August 11, 2018. Additionally, the Company did not provide full-ratchet anti-dilution provisions. As of March 31, 2016 and December 31, 2015, 2,380,952 shares of the Series C Preferred Stock remain outstanding. Stock Options: The Company issued 317,874 stock options during the three months ended March 31, 2016 and 1,372,000 stock options during the three months ended March 31, 2015 under the 2008 Stock Incentive Plan. The Companys results for the three months ended March 31, 2016 and 2015, include stock option based compensation expense of $358,409 and $327,750, respectively. These amounts are included within selling, general and administrative expenses on the Consolidated Statements of Operations. There were no tax benefits recognized with respect to that stock based compensation during the three months ended March 31, 2016 or 2015. The fair values of options granted during the three months ended March 31, 2016 were estimated using the Black Scholes option pricing model and using the following weighted-average assumptions: Exercise price $ 1.34 Risk free interest rate 1.02% - 1.81 % Volatility 62.13% - 70.48 % Expected term 5.5 Years Dividend yield None On December 8, 2015 the Company issued 2,025,000 stock options to employees, and during the first three months of 2016 an additional 60,000 shares were issued. The vesting of these options is contingent on shareholder approval of an increase in the amount of authorized shares of common stock at the next annual meeting. In the event that the shareholders do not approve the increase in authorized shares the options will be cancelled. The Company has determined that due to the contingent vesting of these options, they are not included in the Companys outstanding stock options at March 31, 2016. The following table represents the activity under the stock incentive plan as of March 31, 2016 and the changes during each period: Options Shares Weighted Average Exercise Price Outstanding at December 31, 2014 11,309,864 $ 0.81 Issued 3,140,000 $ 1.37 Exercised (3,053,397 ) $ 0.66 Forfeitures (1,036,383 ) $ 1.07 Outstanding at December 31, 2015 10,360,084 $ 1.01 Issued 317,874 $ 1.34 Exercised (20,000 ) $ 0.70 Forfeitures (39,000 ) $ 1.26 Outstanding at March 31, 2016 10,618,958 $ 1.00 Warrants: During the three months ended March 31, 2016, the Company issued 7,285,654 warrants to purchase shares of common stock in connection with financing transactions (see above in the common stock section of this Note), and 202,955 warrants to purchase shares of common stock in exchange for service. During the three months ended March 31, 2015, the Company issued 8,046,821 warrants to purchase shares of common stock in connection with financing transactions and 50,000 warrants to purchase shares of common stock in exchange for service. For the three months ended March 31, 2016, $569,492 was reclassified as equity upon exercise. The fair value of the 202,955 warrants issued for service during the three months ended March 31, 2016 were recorded as an offset in additional paid in capital because they were considered costs to raise capital. The Companys results of operations for the three months ended March 31, 2015, include immaterial expenses related to warrants issued for services which are included in selling, general and administrative expenses. Warrant holders exercised 1,712,529 warrants to purchase common stock during the three months ended March 31, 2016. The weighted average price of the exercised warrants was $0.99 and the Company received $1,257,782 in gross proceeds as a result of these exercises. Warrant holders exercised 888,334 warrants to purchase common stock during the three months ended March 31, 2015. The weighted average price of the exercised warrants was $0.74 and the Company received $656,976 in proceeds as a result of these exercises. The following table represents the warrant activity as of March 31, 2016 and the changes during each period: Warrants Shares Weighted Average Exercise Price Outstanding at December 31, 2014 18,753,060 $ 1.06 Issued 15,848,643 $ 1.09 Exercised (1,546,308 ) $ 0.76 Cancelled (7,187,642 ) $ 0.80 Outstanding at December 31, 2015 25,867,753 $ 1.16 Issued 7,488,609 $ 1.12 Exercised (1,712,529 ) $ 0.99 Cancelled (1,183,162 ) $ 1.11 Outstanding at March 31, 2016 30,460,671 $ 1.16 | Common Stock: Generally, the Company issues common stock in connection with acquisitions, as a part of equity financing transactions, as dividends on preferred stock, upon conversion of preferred shares to common stock and upon the exercise of stock options or warrants. In 2015, the Company issued 10,000,000 shares as a part of the merger agreement with IPSA International, Inc. (see Note 3), 12,131,453 shares as a part of equity financing transactions, 262,176 shares as dividends on Preferred Stock, 1,080,000 shares due upon the conversion of Preferred Stock, 3,053,273 shares upon the exercise of options, 1,379,306 shares upon the exercise of warrants, 200,000 shares in exchange for services and 214,287 shares upon conversion of a portion of the principal and interest of outstanding convertible promissory notes. In 2014, the Company issued 2,294,487 shares as dividends on preferred stock, 18,081,392 shares upon conversion of Series B and Series D convertible Preferred stock, 795,095 shares upon the exercise of common stock warrants, 33,334 shares upon exercise of stock options. During 2015, the Company issued common stock and common stock purchase warrants as a part of the following equity financing transactions: On February 9, 2015, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company issued 5,586,450 shares of common stock at a purchase price of $1.10 per share. In addition, the Company issued warrants to purchase up to 5,135,018 shares of the Companys common stock in the aggregate, at an exercise price of $0.80 per share. The warrants have a term of three years and may be exercised at any time from or after the date of issuance, may be exercised on a cashless basis and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). The warrants qualified for equity accounting. Upon closing of this equity financing, the Company received proceeds of $6,145,095. On February 17, 2015, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company issued 1,162,321 shares of common stock at a purchase price of $1.10 per share. In addition, the Company issued warrants to purchase up to 1,068,390 shares of the Corporations common stock in the aggregate, at an exercise price of $0.80 per share. The warrants have a term of three years and may be exercised at any time from or after the date of issuance, may be exercised on a cashless basis and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). The warrants qualified for equity accounting. Upon closing of this equity financing, the Company received proceeds of $1,278,553. On March 12, 2015, the Company entered into securities purchase agreements with a group of accredited investors, pursuant to which the Company issued 3,686,818 shares of common stock at a purchase price of $1.10 per share. In addition, the Company issued warrants to purchase up to 1,843,413 shares of the Corporations common stock in the aggregate, at an exercise price of $1.50 per share. The warrants have a term of three years and may be exercised at any time from or after the date of issuance and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). The warrants qualified for equity accounting. Upon closing of this equity financing, the Company received proceeds of $4,055,498. The Company incurred fees of $184,697 in connection with the financing transactions discussed above and this amount has been charged to additional paid in capital. On November 5, 2015, the Company entered into securities purchase agreements with a group of accredited investors, pursuant to which the Company issued 768,864 shares of common stock at a purchase price of $1.10 per share. In addition, the Company agreed to issue warrants to purchase up to 192,216 shares of the Corporations common stock in the aggregate, at an exercise price of $1.50 per share. The warrants have a term of five years and may be exercised at any time from or after the date of issuance and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). The warrants qualified for equity accounting. Upon closing of this equity financing, the Company received proceeds of $845,750. On December 23, 2015, the Company entered into securities purchase agreements with a group of accredited investors, pursuant to which the Company issued 927,000 shares of common stock at a purchase price of $1.10 per share. In addition, the Company issued warrants to purchase up to 231,750 shares of the Corporations common stock in the aggregate, at an exercise price of $1.50 per share. The warrants have a term of five years and may be exercised at any time from or after the date of issuance and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). The warrants qualified for equity accounting. Upon closing of this equity financing, the Company received proceeds of $1,019,700. 7% Class B Convertible Preferred Stock: During 2010, the Company issued 1,200,000 shares of 7% Class B Convertible Preferred Stock (Class B Preferred Stock), along with 1,058,940 detachable warrants. The holders of shares of Class B Convertible Preferred Stock are entitled to receive a 7 percent annual dividend until the shares are converted to common stock. The warrants, immediately exercisable, are for a term of five years, and entitle the holder to purchase shares of common stock at an exercise price of $ 0.77 per share. During 2015, 1,080,000 Shares of Class B Preferred Stock were converted into 1,080,000 shares of Common Stock. As of December 31, 2015 and 2014, 0 shares and 1,080,000 shares, respectively, of the Class B Preferred Stock remain outstanding. 7% Class C Convertible Preferred Stock: During 2011, the Company designated 2,500,000 shares of its preferred stock as Class C Convertible Preferred Stock; $.001 par value per share (Class C Preferred Stock), each share was priced at $2.10 and, included 3 warrants at an exercise price of $0.77 which expire in 5 years. The Class C Preferred Stock (a) is convertible into three shares of common stock, subject to certain adjustments, (b) pays 7 percent dividends per annum, payable annually in cash or shares of common stock, at the Companys option, and (c) is automatically converted into common stock should the price of the Companys common stock exceed $2.50 for 30 consecutive trading days. During 2011, the Company issued 2,380,952 shares of Class C Preferred Stock and 8,217,141 warrants. All of these shares were outstanding as of December 31, 2015 and 2014. Stock Options: In May 2008, the Company and shareholders adopted a stock incentive plan, entitled the 2008 Stock Incentive Plan (the Plan), authorizing the Company to grant stock options of up to 10,000,000 common shares for employees and key consultants. On August 13, 2014, the Companys stockholders approved an amendment to the Companys 2008 Stock Incentive Plan increasing the number of shares of Common Stock available for issuance under the Plan to 20,000,000. All options are approved by the Compensation Committee. As of December 31, 2015, there were 9,639,916 shares available for grant under the Plan. The Companys results for 2015 and 2014 include stock option based compensation expense of $1,129,000 and $757,000, respectively. These amounts are included within Selling, General & Administrative expenses on the Statement of Operations. There were no tax benefits recognized in 2015 or 2014 for stock option based compensation. Years Ended December 31, 2015 December 31, 2014 Exercise price $ 1.20 - $2.32 $ 0.54 - $2.00 Risk free interest rate 0.80% to 1.84% 0.66% to 2.09% Volatility 27.62% - 60.7 % 29.65% - 37.13 % Expected Term 2.5 Years 5.5 Years 2.5 Years - 6 Years Dividend yield None None The Company grants stock options to key employees and Board members at prices not less than the fair market value of the Companys common stock on the grant date. Options issued expire either at five or ten years from the date of grant. The options are exercisable either immediately or based on a vesting schedule over 1 to 4 years. Compensation cost is recognized on a straight line basis based on the applicable vesting schedule. The Company uses the Black-Scholes valuation method to estimate the grant date fair value of each option. The fair values of options granted were estimated using the following weighted-average assumptions: The expected dividend yield is zero as the Company does not currently pay dividends on its common stock. As the Companys common stock has very low trading volume, volatility is calculated based on the average volatility of a group which includes the Company and peer companies. The risk free interest rate is based on the U.S. Treasury rates on the grant date with maturity dates approximating the expected life of the option on the grant date. The expected term is an estimate based on the average of the date of vesting and the end of term of the option. These assumptions are evaluated and revised for future grants, as necessary, to reflect market conditions and experience. There were no significant changes made to the methodology used to determine the assumptions during 2015. The weighted-average grant-date fair value of stock options granted was $0.51 during 2015 and $0.21 during 2014. The following represents the activity under the stock incentive plan as of December 31, 2015 and changes during the two years then ended: Weighted Average Outstanding Options Exercise Price Outstanding at December 31, 2013 5,639,864 $ 0.83 Issued 6,585,000 $ 0.80 Exercised (33,334 ) $ 0.70 Forfeitures (881,666 ) $ 0.85 Outstanding at December 31, 2014 11,309,864 $ 0.81 Issued 3,140,000 $ 1.37 Exercised (3,053,397 ) $ 0.66 Forfeitures (1,036,383 ) $ 1.07 Outstanding at December 31, 2015 10,360,084 $ 1.01 Exercisable at December 31, 2015 7,439,084 $ 0.97 The weighted-average remaining contractual life for options outstanding at December 31, 2015 was 6.8 years and for options exercisable at December 31, 2015 was 5.9 years. The aggregate intrinsic value of options outstanding at December 31, 2015 was $4,396,128 and for options exercisable at December 31, 2015 was $3,379,022. As of December 31, 2015 there was approximately $2,270,855 of unrecognized compensation cost related to outstanding stock options. The unrecognized compensation cost will be recognized over a weighted-average period of 0.8 years. On December 8, 2015, the Company issued 2,025,000 stock options to employees. The vesting of these options is contingent on shareholder approval of an increase in the amount of authorized shares of common stock at the next annual meeting. In the event that the shareholders do not approve the increase in authorized shares the options will be cancelled. The Company has determined that due to the contingent vesting of these options, the grant date has not occurred as of December 31, 2015 and as a result, they are not included in the Companys outstanding stock options at December 31, 2015. Warrants: The Company predominantly issues warrants to purchase Common Stock in connection with the issuance of Convertible Preferred Stock, Convertible Notes and equity financings. The Company has also issued warrants for service to board members and outside companies. Additionally, the Company has issued warrants in connection with an acquisition. 7,156,144 of the 25,867,753 outstanding warrants have been issued in connection with equity instruments and are accounted for as a derivative liability. The remaining 18,711,609 warrants were issued for services to board members or external companies, in connection with acquisitions, or in connection with the issuance of convertible notes or equity instruments and have been recorded based on fair value. The warrants expire 3 or 5 years from the date of issuance. Generally, warrants vest immediately or over a vesting schedule of between 1 and 3 years. The Company uses the Black-Scholes or Binomial valuation method, as appropriate, to estimate the grant date fair value of each warrant. The Company issued 75,000 and 297,000 warrants to purchase shares of common stock in exchange for service during 2015 and 2014, respectively. The Companys results for the years 2015 and 2014, include expense related to warrants issued for services of $18,000 and $38,000, respectively. These amounts are included within Selling, General & Administrative expenses on the Consolidated Statement of Operations. Warrant holders exercised 1,546,308 warrants to purchase common stock, some of which were cashless exercises, during 2015. The weighted average price of the exercised warrants was $0.76 and the Company received $881,335 in proceeds and issued 1,379,306 shares of common stock as a result of these exercises. During 2014, warrant holders exercised 1,186,300 warrants to purchase common stock, some of which were cashless exercises. The weighted average price of the exercised warrants was $0.71 and the Company received $438,550 in proceeds and issued 795,095 shares of common stock as a result of these exercises. On August 11, 2015 (the Closing Date), the Company entered into an exchange agreement (the Exchange Agreement) with the holders of outstanding warrants to purchase shares of the Companys common stock (the Holders), pursuant to which the Company agreed to issue warrants to purchase an aggregate of 7,142,856 shares of the Companys common stock (the Replacement Warrants) in exchange for the cancellation of the Holders existing warrants to purchase an aggregate of 7,142,856 shares of the Companys common stock (the Prior Warrants). The Holders consist of (i) River Charitable Remainder Unitrust f/b/o Isaac Blech (the Trust), of which Isaac Blech, a current Director of the Company, is the sole trustee; and (ii) Miriam Blech, the wife of Isaac Blech. The Prior Warrants had an exercise price of $0.77 per share, contained weighted-average anti-dilution price protection and contained an expiration date of March 3, 2016. The Replacement Warrants have an exercise price of $1.20 per share, are not exercisable for a period of eighteen months from the Closing Date and expire on the three year anniversary of the Closing Date. Pursuant to the terms of the Exchange Agreement, the Company has agreed to seek shareholder approval for an increase in the Companys authorized capital stock within twelve months of the Closing Date. In the event the Company fails to obtain approval of the proposal relating to such increase in the Companys authorized capital stock the Company has agreed to resubmit such proposal to its stockholders within three (3) months after the result of the prior meeting is rendered. As a result of the Exchange Agreement, the Prior Warrants, which were recorded as a derivative liability were valued at $2,618,049 as of August 11, 2015 and cancelled and removed from derivative liabilities and the Replacement Warrants, which were determined to be equity instruments, were recorded to additional paid in capital in the same amount. The fair values of warrants granted for service were estimated using the following weighted-average assumptions: Years Ended December 31, 2015 December 31, 2014 Exercise price $ 1.50 $ 0.75 - $1.12 Risk free interest rate 0.39% to 0.46% 0.63% to 1.87% Volatility 26.47% - 26.66 % 28.93% - 36.91 % Expected Term 1.5 Years 2.5 Years 5.75 Years Dividend yield None None The following represents the stock warrant activity as of December 31, 2015 and changes during the two years then ended: Outstanding Warrants Weighted Average Outstanding at December 31, 2013 19,112,360 $ 1.11 Issued 927,000 $ 1.05 Exercised (1,186,300 ) $ 0.71 Cancelled (100,000 ) $ 0.75 Outstanding at December 31, 2014 18,753,060 $ 1.06 Issued 15,848,643 $ 1.09 Exercised (1,546,308 ) $ 0.76 Cancelled (7,187,642 ) $ 0.80 Outstanding at December 31, 2015 25,867,753 $ 1.16 |
8a. Accrued Expenses
8a. Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Accrued Expenses | Accrued expenses consisted of the following at December 31, 2015 and 2014: 2015 2014 Accrued payroll $ 913,907 $ 1,404,815 Accrued vacation 318,684 292,775 Other accrued liabilities 1,327,457 937,313 $ 2,560,048 $ 2,634,903 |
9. Long-Term Debt
9. Long-Term Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Long-Term Debt | In April 2016, the Company entered into Note Extension Agreement with existing note holders who held Promissory Notes for $1,600,000 scheduled to mature on May 21, 2016, whereby the note holders agreed to extend the maturity date of the Promissory notes to May 21, 2017. As consideration for the extension the note holders received 480,000 five year warrants with an exercise price of $1.10 per share. | Long-term debt as of December 31, 2015 and 2014 consists of the following: 2015 2014 Xerox Copier Lease, due in 63 installments of $145. ending in April 2018. Payments include interest at 4%. $ 3,873 $ 5,426 3,873 5,426 Current portion (1,500 ) (1,500 ) Long-term portion $ 2,373 $ 3,926 |
9a. Notes Payable
9a. Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Notes Payable | Between October 23, 2014 and November 21, 2014, the Company issued $1,800,000 of 10% Convertible Promissory Notes (the Promissory Notes) and warrants to purchase 630,000 shares of the Companys common stock (the Warrants) to accredited investors. The Promissory Notes have a term of 12 months, pay interest semi-annually at 10% per annum and can be voluntarily converted by the holder into shares of common stock at an exercise price of $1.12 per share. The Warrants have an exercise price of $1.12 per share and have a term of five years. The fair value of the Warrants was $140,513 and was recorded as a debt discount and credited to Additional Paid-In Capital. The discount is being amortized to interest expense over the one year term of the promissory notes. During the second quarter of 2015, $200,000 of the Promissory Notes were converted to common stock. On October 28, 2015, the Company entered into Note Extension Agreements with existing Noteholders who hold the Promissory Notes. Pursuant to the Note Extension Agreements, the Noteholders, who held Promissory Notes with an aggregate principal balance of $1,600,000 which were scheduled to mature between October 23, 2015 and November 21, 2015, agreed to extend the maturity date of the Promissory Notes to May 21, 2016. As consideration for agreeing to extend the maturity date of the Promissory Notes, the Company agreed to issue the Noteholders five year common stock warrants to purchase an aggregate of 160,000 shares of the Companys common stock at an exercise price of $1.12 per share. The fair value of the Warrants was $83,031 and was recorded as a debt discount and credited to Additional Paid-In Capital. The discount is being amortized to interest expense over the extended term of the Promissory Notes. The outstanding amount of Promissory Notes (net of the debt discount) at December 31, 2015 and December 31, 2014 was $1,540,693 and $1,670,765, respectively. |
10. Segment Information
10. Segment Information | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting [Abstract] | ||
Segment Information | The Company operates in three business segments: the Cyber Solutions segment, the IPSA / Business Advisory Solutions segment and the Energy Solutions segment. The Cyber Solutions segment provides cyber security and advanced technology training services, operational support and consulting services. The IPSA / Business Solutions segment, which includes IPSA as of February 9, 2015, provides anti-money laundering operational, advisory and consulting services, investigative due diligence services and advisory services in the following areas: risk, data, organizational change and cyber. The Energy Solutions segment works with customers to assess, design and install processes and automation to address energy regulation, strategy, cost, and usage initiatives. The performance of the business is evaluated at the segment level. Cash, debt and financing matters are managed centrally. These segments operate as one from an accounting and overall executive management perspective, though each segment has senior management in place; however, they are differentiated from a marketing and customer presentation perspective, though cross-selling opportunities exist and continue to be pursued. Condensed summary segment information follows for the three months ended March 31, 2016 and 2015. Three Months Ended March 31, 2016 Cyber Solutions Energy Solutions IPSA / Business Advisory Solutions Total Revenue $ 680,820 $ 204,992 $ 6,250,814 $ 7,136,626 Income (loss) from Operations before Overhead $ (2,575,588 ) $ (235,007 ) $ (131,930 ) $ (2,942,525 ) Allocated Corporate Overhead 136,505 41,101 1,253,299 1,430,905 Loss from Operations $ (2,712,093 ) $ (276,108 ) $ (1,385,229 ) $ (4,373,430 ) Assets $ 5,665,950 $ 1,555,581 $ 28,409,774 $ 35,631,305 Three Months Ended March 31, 2015 Cyber Solutions Energy Solutions IPSA / Business Advisory Solutions Total Revenue $ 428,588 $ 522,930 $ 8,582,729 $ 9,534,247 Income (loss) from Operations before Overhead $ (1,002,969 ) $ (280,018 ) $ 1,036,663 $ (246,324 ) Allocated Corporate Overhead 779,455 152,325 1,556,677 2,488,457 Loss from Operations $ (1,782,424 ) $ (432,343 ) $ (520,014 ) $ (2,734,781 ) Assets $ 3,644,702 $ 2,583,132 $ 42,154,855 $ 48,382,689 | The Company operates in three business segments: the Cyber Solutions segment, the Business Advisory Solutions segment and the Energy Solutions segment. The Cyber Solutions segment provides cyber security and advanced technology training services, operational support and consulting services. The Business Advisory Solutions segment, which includes IPSA as of February 9, 2015, provides anti-money laundering operational, advisory and consulting services, investigative due diligence services and advisory services in the following areas: risk, data, organizational change and cyber. The Energy Solutions segment works with customers to assess, design and install processes and automation to address energy regulation, strategy, cost, and usage initiatives. The Business Advisory Solutions segment operated without IPSA for the full year in 2014 and up through February 9, 2015, and included IPSA from February 9, 2015 through December 31, 2015. The performance of the business is evaluated at the segment level. Cash, debt and financing matters are managed centrally. These segments operate as one from an accounting and overall executive management perspective, though each segment has senior management in place; however they are differentiated from a marketing and customer presentation perspective, though cross-selling opportunities exist and continue to be pursued. Condensed summary segment information follows for the year ended December 31, 2015 and 2014. Year Ended December 31, 2015 Cyber Solutions Business Advisory Solutions * Energy Solutions Total Revenue $ 2,975,583 $ 24,588,203 $ 1,794,643 $ 29,358,429 Income (Loss) from Operations before Overhead $ (4,446,716 ) $ (676,777 ) $ (784,732 ) $ (5,908,245 ) Allocated Corporate Overhead 2,034,785 4,719,903 599,732 7,354,420 Loss from Operations $ (6,481,501 ) $ (5,396,680 ) $ (1,384,464 ) $ (13,262,665 ) Assets $ 5,054,281 $ 23,530,701 $ 2,003,822 $ 30,588,804 Year Ended December 31, 2014 Cyber Solutions Business Advisory Solutions * Energy Solutions Total Revenue $ 4,076,050 $ 12,964,920 $ 3,134,518 $ 20,175,488 Income (Loss) from Operations before Overhead $ (106,312 ) $ 1,332,555 $ (2,352,884 ) $ (1,126,641 ) Allocated Corporate Overhead 1,529,255 3,198,644 1,686,248 6,414,147 Loss from Operations $ (1,635,567 ) $ (1,866,089 ) $ (4,039,132 ) $ (7,540,788 ) Assets $ 3,392,939 $ 5,928,331 $ 2,543,370 $ 11,864,640 * The Company acquired IPSA International, Inc. on February 9, 2015 and this business is included in the Business Advisory Solutions segment as of the acquisition date. |
11. Commitments and Contingenci
11. Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Commitments and Contingencies | Platte River Insurance Company (Platte River) instituted an action on April 8, 2015 in the United States District Court for the District of Massachusetts in which Platte River claims that the Company signed as a co-indemnitor in support of surety bonds issued by Platte River on behalf of Prime Solutions for the benefit of Honeywell pursuant to Prime Solutions, Inc.s (Prime) solar project located in Worcester Massachusetts (the Prime Contract). The Company filed its answer to the complaint, denying the allegations of Platte River. On February 1, 2016 the Company received a demand letter from Platte River for immediate payment of an $868,617 claim under the terms of the co-indemnity agreement. The Company continued to deny the allegations and did not agree to the demand. The Companys maximum liability exposure under the bond was $1,412,544, if Prime failed to meet its contracted obligations. In October 2014, the Company determined it probable that Prime did fail to meet its contracted obligations under the Prime Contract, and therefore, the potential existed that the Company may have to meet outstanding Prime Contract obligations. The Company has evaluated the status of the project, amounts paid to date on the contract and assessed the remaining work to be performed. On April 11, 2016, the Company settled this litigation with an agreement to pay $650,000, an amount that was initially accrued as a Selling, General and Administrative expense on the Consolidated Statement of Operations during 2014 and was still accrued for as of March 31, 2016. Per the settlement agreement the Company paid $325,000 on April 19, 2016, with the remaining $325,000 to be paid no later than July 15, 2016. The Company and two senior executives of the Company are named as defendants in a class action proceeding filed on June 23, 2015, in the U.S. District Court for the Central District of California. On September 24, 2015, the U.S. District Court for the Central District of California granted a motion to transfer the lawsuit to the United States District Court for the District of Colorado. On October 14, 2015, the Court appointed David Hampton as Lead Plaintiff and approved Hamptons selection of the law firm Levi & Korsinsky LLP as Lead Counsel. Plaintiff filed an Amended Complaint on January 4, 2016. The Amended Complaint alleges violations of the federal securities laws on behalf of a class of persons who purchased shares of the Companys common stock between October 17, 2014 and June 15, 2015. In general, the Amended Complaint alleges that false or misleading statements were made or that there was a failure to make appropriate disclosures concerning the Companys cyber security business and products. On February 18, 2016, the Company filed a motion to dismiss Plaintiffs Amended Complaint. Plantiff filed an opposition to the motion to dismiss and the Company replied on May 4, 2016. We cannot predict the outcome of this lawsuit; however, the Company believes that the claims lack merit and intends to defend against the lawsuit vigorously. | The Company is obligated under various operating leases for office space and equipment and is obligated under non-cancelable contracts with job search firms. The future minimum payments under non-cancelable operating leases and non-cancelable contracts with initial remaining terms in excess of one year as of December 31, 2015, are as follows: 2016 $ 1,270,509 2017 $ 1,117,855 2018 $ 734,166 2019 $ 420,568 2020 $ 342,891 2021 $ 55,600 The leases cover office premises. Non-cancellable contracts with talent acquisition search engines account for $6,858 of the obligations. The above schedule of contractual obligations does not include dividends on preferred stock as they have not been declared, and the Company has the option of paying the dividends in cash or common stock of the Company at its discretion. The Company has several employment contracts in place with key management which are in the normal course and have not been included in the above table. Expenses for operating leases during 2015 and 2014 were $1,342,592 and $677,989, respectively. The Company has a three percent ownership interest in a limited liability company that owns approximately 33 percent of the building the Company leases office space from in Charlotte, North Carolina. Additionally, an individual stockholder of the Company owns approximately 30 percent of the same limited liability company. Rent expense pertaining to this operating lease during 2015 and 2014 was $177,236 and $172,074, respectively. |
12. Related Party Transactions
12. Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | On February 9, 2016, the Company entered into a letter agreement (the Agreement) with Miriam Blech and River Charitable Remainder Unitrust f/b/o Isaac Blech, who together control all of the Companys Series C Preferred Stock. Pursuant to the Agreement, the parties agreed to postpone payment of the annual dividend on the Companys Series C Preferred Stock until five (5) business days following the day on which the Company holds an annual or special meeting of its stockholders where the stockholders approve a proposal to increase the authorized capital stock of the Company. Associated with the March 10, 2016 financing, Mr. Isaac Blech and his affiliates agreed that the Company does not have to reserve shares of common stock for the conversion of their Series C Preferred Stock and underlying warrants until five (5) business days following the day on which the Company holds an annual or special meeting of its stockholders where the stockholders approve a proposal to increase the authorized capital stock of the Company. In addition, Mr. Blech and his affiliates agreed not to convert the Series C Preferred Stock or exercise the underlying warrants into shares of the Companys common stock, until such time as the Companys stockholders approve a proposal to increase the authorized capital stock of the Company. Centurion Holdings, of which Mr. Grano, the Companys Chairman and CEO, and a majority shareholder, has a sublease agreement for a portion of its office in New York with IPSA. The lease is at market rates of $21,609 per month and constitutes IPSAs New York Office. The lease expires Aug 2018. | On January 16, 2014, the Company paid dividends on its Series C Preferred Stock in Common Stock of the Company. Of this dividend, $140,000, equating to 241,379 shares was paid to River Charitable Remainder Unitrust f/b/o Isaac Blech, which is controlled by Isaac Blech, Vice Chairman of the Companys Board of Directors. On January 22, 2015, we paid dividends on our Series C Preferred Stock in Common Stock of the Company. Of this dividend, $140,000, represented by 90,323 shares, was paid to River Charitable Remainder Unitrust f/b/o Isaac Blech. On January 16, 2014, we paid dividends on our Series C Preferred Stock in Common Stock of the Company. Of this dividend, $140,000, equating to 241,379, shares was paid to River Charitable Remainder Unitrust f/b/o Isaac Blech. River Charitable Remainder Unitrust f/b/o Isaac Blech is controlled by Isaac Blech, Vice Chairman of the Companys Board of Directors. On February 9, 2015, the Company acquired IPSA International Inc. (IPSA). Mr. Joseph Grano, our Chief Executive Officer and Chairman of the Board, served, at the time of the acquisition, on the Advisory Board of IPSA. In addition, Centurion Holdings of which Mr. Grano is a majority owner, was an approximately 5% stockholder of IPSA. In consideration for the acquisition of IPSA, we paid approximately $15.8 million in cash and shares of our common stock to the stockholders of IPSA. Centurion received approximately $722,000 of such consideration. Mr. Grano recused himself from all matters and voting processes related to the transaction. Mr. Dan Wachtler, was the CEO and Chairman at the time of the IPSA acquisition and is now CEO of our IPSA subsidiary as well as a Director of the Company. Mr. Wachtler received approximately $9,478,000 of the consideration for the acquisition of IPSA. Centurion Holdings, of which Mr. Grano is a majority owner, has a sublease agreement for a portion of its office in New York with IPSA. The sublease is at market rates and constitutes IPSAs New York Office. The lease expires in August 2018. The base rent for the sublease is approximately $204,000 per year. On February 20, 2015 the Company paid a dividend to IPSAs shareholders in the amount of $1,100,000. The dividend had been declared and accrued on IPSAs books on December 31, 2014, prior to the merger agreement with the Company. $659,892 of this dividend was paid to Mr. Wachtler and $50,294 of this dividend was paid to Centurion Holdings, a Company whose majority owner is Mr. Grano. On August 11, 2015, the Company entered into an exchange agreement (the Exchange Agreement) with the holders of outstanding warrants to purchase shares of the Companys common stock (the Holders). The Holders consist of (i) River Charitable Remainder Unitrust f/b/o Isaac Blech (the Trust), of which Isaac Blech, a current Director of the Company, is the sole trustee; and (ii) Miriam Blech, the wife of Isaac Blech. See Note 11 for further discussion on the Exchange Agreement. On November 5, 2015, the Company entered into securities purchase agreements with a group of accredited investors, pursuant to which the Company issued 768,864 shares of common stock at a purchase price of $1.10 per share. In addition, the Company agreed to issue warrants to purchase up to 192,215 shares of the Corporations common stock in the aggregate, at an exercise price of $1.50 per share (the Warrants). The Warrants have a term of five years and may be exercised at any time from or after the date of issuance and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). Upon closing of this equity financing, the Company received proceeds of $845,750. Two of the accredited investors are Dan Wachtler, CEO of the IPSA subsidiary, who invested $250,000 and was issued 227,273 shares of common stock and 56,818 warrants, and John Catsimatidis, a member of the Board of Directors of the Company, who invested $242,750 and was issued 220,682 shares of common stock and 55,170 warrants. On February 9, 2016, the Company entered into a letter agreement (the Agreement) with Miriam Blech and River Charitable Remainder Unitrust f/b/o Isaac Blech, who together control all of the Companys Series C Preferred Stock. Pursuant to the Agreement, the parties agreed to postpone payment of the annual dividend on the Companys Series C Preferred Stock until five (5) business days following the day on which the Company holds an annual or special meeting of its stockholders where the stockholders are presented with a proposal to increase the authorized capital stock of the Company. During 2015, the Company incurred $148,945 in public relations and marketing expenses from, ZITO Partners, a Company Shareholder. In March 2015 Robert Zito invested $500,000 in the Company, receiving 454,545 shares of Common Stock and 227,273 $1.10 five year warrants. In 2016 Robert Zito invested $250,000 in the Company, receiving 227,273 shares of Common Stock and 227,273 $1.10 five year warrants. As of December 31, 2015, the Company owed members of the Board of Directos, $222,000 in fees for various Board of Director, Audit Committee and Compensation Committee Fees. Associated with the March 10, 2016 financing, Mr. Isaac Blech and his affiliates agreed that the Company does not have to reserve shares of common stock for the conversion of their Series C Preferred Stock and underlying warrants until five days after the Company holds a special or annual meeting of stockholders. See Note 14 for description of a related party leasing arrangement. |
12a. Income Taxes
12a. Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Income Taxes | Significant components of the income tax benefit (expense) are summarized as follows: 2015 2014 Current provision: Federal $ 0 $ 0 State 0 0 Foreign (81,273 ) Deferred provision: Federal 1,579,747 0 State 744,223 Foreign (2,780 ) 0 $ 2,239,917 $ 0 A reconciliation of the statutory federal income tax rate to the Companys effective income tax rate on income before income taxes for the years ended December 31, 2015 and 2014 follows: 2015 2014 Federal statutory rate 34.0 % 34.0 % State income taxes, net of federal income tax benefit 7.0 0.7 Book derivative income (expense) 13.4 (14.2 ) Dividend income from Canadian subsidiary (6.6 ) -- Section 78 Gross up (2.5 ) -- Stock compensation expense (5.2 ) (1.1 ) Acquisition costs (2.4 ) -- Taxes related to foreign operations 2.1 -- Officers life insurance (0.7 ) (0.1 ) Goodwill impairment -- (6.6 ) Intangibles impairment -- (0.3 ) Change in valuation allowance (16.9 ) (10.6 ) Other (1.5 ) (1.8 ) 20.9 % 0 % The Company provides for income taxes in accordance with FASB ASC Topic 740 Income Taxes. Deferred income taxes arise from the differences in the recognition of income and expenses for tax and financial reporting purposes. Deferred tax assets and liabilities are comprise of the following at December 31, 2015 and 2014. 2015 2014 Deferred income tax assets: Operating loss carry forward $ 9,608,605 $ 5,260,000 Acquired NOL Ecological acquisition 64,654 164,910 Accrued compensation - 92,000 Allowance for doubtful accounts 150,354 141,000 Transaction costs capitalized 48,238 - Intangible assets - 1,886,000 Dividend withheld tax credit 80,819 - Property, Plant and Equipment 61,715 - Charitable contribution carryforward 8,312 - Foreign tax credit on repatriated earnings 436,518 - Cumulative Eligible Capital Deduction - Canada 54,682 0 Total deferred tax assets 10,513,897 7,543,910 Less: valuation allowance (9,199,787 ) (7,543,910 ) Deferred income tax assets $ 1,314,110 $ - Deferred income tax liabilities: Intangibles Assets IPSA acquisition $ (1,116,610 ) $ - Property and equipment - (85,000 ) Repatriated earnings of foreign subsidiaries (141,091 ) - Total deferred tax liabilities (1,257,701 ) (85,000 ) Net deferred tax assets / (liabilities) $ 56,409 $ (85,000 ) A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has provided a valuation allowance for all its net current and non-current U.S. deferred tax assets $9,256,196, which is primarily comprised of net operating loss carry forward deferred tax assets of $9,673,259. The Company has recorded a deferred tax asset of $56,409 related to its Canadian operations. See Note 3 for further information on the recognition of the deferred tax benefit. Management made the assessment at the end of both 2015 and 2014 that a full valuation allowance for its U.S. deferred tax assets should be provided based on consideration of recent net operating losses, that it was no longer, at this time, more likely than not that the deferred tax assets would be recoverable. Management will continue to monitor the status of the recoverability of deferred tax assets. At December 31, 2015, the Company has income tax net operating loss carry forwards that begin to expire in 2031 to 2035. |
13. Liquidity and Capital Resou
13. Liquidity and Capital Resources | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Liquidity and Capital Resources | As of March 31, 2016, we had cash and cash equivalents of $3,168,341, compared to $795,682 at December 31, 2015, an increase of $2,372,659. The increase is primarily attributable to the proceeds from the equity financing transactions and warrant and stock option exercises during the first quarter of 2016 which totaled approximately $6,600,000, offset by the net cash used in operations and investing of approximately $4,200,000. Our objective from a liquidity perspective is to use operating cash flows to fund day to day operations. In both the first quarter of 2016 and 2015 we did not achieve this objective, as cash flow from operations in the first quarter of 2016 and 2015 has been the net use of $3.9 million and $6.9 million, respectively. Our high use of cash has been predominantly caused declines in revenue in our IPSA/BAS and ES, businesses, costs associated with the IPSA acquisition and integration, costs for the ramp up of root9B, our cyber security subsidiary, the cyber solutions employee base and capital costs associated with the build out of the Adversarial Pursuit Center and other expansion related costs. With new IPSA and Cyber Solutions client engagements in 2016, the Company expects such incremental revenue along with expense management will improve the Companys liquidity position. With new executed contracts that will be performed in 2016, management believes that it will have sufficient cash to fund operations into the first quarter of 2017. If these expectations are not achieved the Company may be required to raise additional capital to fund operations. While there were no indications during the quarter that caused us to accelerate our annual impairment assessment date, if our plans and efforts to turn the trend of reduced revenue are not successful, we may, in the future, need to reduce the amount of goodwill or intangible asset currently recorded as of March 31, 2016. | As of December 31, 2015, we had cash and cash equivalents of $795,682, compared to $765,099 at December 31, 2014, an increase of $30,583. The increase is primarily attributable to the proceeds from the equity financing, stock and warrant exercise transactions during 2015 which totaled approximately $16,100,000, offset by the net cash used in operations and investing activities during 2015 of approximately $12,400,000 and $3,800,000, respectively. After financings in the first quarter of 2016 (see below), our cash position has increased and outstanding cash and cash equivalents at March 11, 2016 was approximately $5.5 million. Our objective from a liquidity perspective is to use operating cash flows to fund day to day operations. In both 2015 and 2014 we did not achieve this objective, as cash flow from operations in the 2015 and 2014 has been the net use of $11.8 million and $5.5 million, respectively. Our high use of cash has been predominantly caused by declines in revenue in our existing businesses, costs associated with the IPSA acquisition, costs for the ramp up of the cyber solutions employee base and capital costs associated with the build out of the operations center for the cyber solutions group. Additionally, revenues at IPSA were below expectations during 2015 due to the unexpected delay and ultimate early termination of a project with a significant customer and revenue in the cyber solutions segment has not materialized at the pace that was anticipated. Based on the foregoing, we will have to obtain additional financing by the end of the first quarter of 2016 to support our future operations and there can be no assurance that we will be able to obtain such financing, or if obtained, on terms favorable to the Company. Failure to obtain the same will adversely affect the operations of the Company. With new IPSA and Cyber Solutions client engagements in 2016, the Company expects such incremental revenue along with expense management will improve the Company's liquidity position. Based upon its current cash position as well as these new executed contracts that will be performed in 2016, management believes that it will have sufficient cash to fund operations into the first quarter of 2017. |
14. Subsequent Events
14. Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Subsequent Events [Abstract] | ||
Subsequent Events | In April 2016, the Company entered into Note Extension Agreement with existing note holders who held Promissory Notes scheduled to mature on May 21, 2016, whereby the note holders agreed to extend the maturity date of the Promissory notes to May 21, 2017. As consideration for the extension the note holders received 480,000 five year warrants with an exercise price of $1.10 per share. | The Class B preferred stock accrues 7 percent per annum dividends. The dividends began accruing April 30, 2010, and are cumulative. Dividends are payable annually in arrears. At December 31, 2015, $6,857 of dividends had accrued on these shares. However, they are unrecorded on the Companys books until declared. On February 16, 2015, the Company declared dividends on its Series B and the Company paid the dividends in Company common stock. On February 16, 2015 the Company issued 4,969 shares to the 7% Series B Convertible Preferred Stockholders. On February 9, 2016, the Company entered into a letter agreement (the Agreement) with Miriam Blech and River Charitable Remainder Unitrust f/b/o Isaac Blech, who together control all of the Companys Class C Preferred Stock. Pursuant to the Agreement, the parties agreed to postpone payment of the annual dividend on the Companys Class C Preferred Stock until five (5) business days following the day on which the Company holds an annual or special meeting of its stockholders where the stockholders are presented with a proposal to increase the authorized capital stock of the Company. On January 26, 2016, the Company entered into securities purchase agreements with a group of accredited investors, pursuant to which the Company issued 227,273 shares of common stock at a purchase price of $1.10 per share. In addition, the Company issued warrants to purchase up to 56,818 shares of the Corporations common stock in the aggregate, at an exercise price of $1.50 per share (the Warrants). The Warrants have a term of five years and may be exercised at any time from or after the date of issuance and contain customary, structural anti-dilution protection (i.e., stock splits, dividends, etc). Upon closing of this equity financing, the Company received proceeds of $250,000. On February 24, 2016, the Company received proceeds of $1,256,782 in connection with the Company's offer to amend and exercise warrants. In connection with the offering, warrant holders elected to exercise a total of 1,142,529 of their $1.125 warrants at a reduced exercise price of $1.10 per share. The Company issued new warrants to the participants to purchase 285,654 shares of common stock with a term of five (5) years and have an exercise price per share equal to $1.50. On March 3, 2016 the Company agreed to reissue the 480,784 $1.50 warrants originally issued as part of the November 5, 2015, December 23, 2015 and January 5, 2016 financings and to re-issue these warrants to equal 100% warrant coverage equal to 1,923,137 five year warrants at $1.10 per share. On March 3, 2016 the Company agreed to amend the 480,784 $1.50 warrants from the November 5, 2015, December 23, 2015 and January 5, 2016 financings and to issue these amended warrants equal to 100% warrant coverage equal to 1,923,137 five year warrants at $1.10 per share. On March 10, 2016, the Company entered into securities purchase agreements with accredited investors, advisory clients of Wellington Management Company, LLP and the Dan Wachtler Family Trust pursuant to which the Company issued 5,076,863 shares of common stock at the purchase price of $1.10 per share. In addition, the Company issued warrants to purchase up to 5,076,863 shares of the Company's common stock in the aggregate, at an exercise price of $1.10 per share. The warrants have a term of five years and may be exercised on a cashless basis. In addition to customary, structural anti-dilution protection (i.e., stock splits, dividends, etc), should the Company, during the term of the warrants, issue common shares at a per share consideration that is less than the exercise price, the exercise price of each warrant shall be reduced concurrently with such issue, to the consideration per share received by the Company for such issue of additional stock. Upon closing of this equity financing, the company received proceeds of $5,584,549. Aside from legal fees, the Company incurred $334,875 in fees, plus the issuance of 202,955 $1.10 five year warrants in connection with this financing transaction and this amount is not reflected in the proceeds above. |
16. Employee Benefit Plan
16. Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Employee Benefit Plan | After the acquisition of IPSA on February 9, 2015, the Company has two 401(k) plans which cover substantially all employees. The Company had a 401(k) plan in place prior to the acquisition and IPSA had also had a 401(k) plan. Plan participants in either plan can make voluntary contributions of up to 15 percent of compensation, subject to certain limitations. Under the Companys plan that was in place prior to the acquisition, the Company matches a portion of employee deferrals. Under the plan established by IPSA, there are no matches of a portion of employee deferrals. It is the Companys intent during 2016 to combine the two plans. Total company contributions to the plans for the years ended December 31, 2015 and 2014 were approximately $50,140 and $51,296, respectively. |
17. Advertising
17. Advertising | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Advertising | The Company expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 2015 and 2014 were $25,097 and $4,435, respectively. |
18. Major Customers
18. Major Customers | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Major Customers | Approximately 50 and 34 percent of total revenues were earned from the Companys top five customers for the years ended December 31, 2015 and 2014, respectively. |
20. Summary Pro-Forma Financial
20. Summary Pro-Forma Financial Information (unaudited) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Summary Pro-Forma Financial Information (unaudited) | The following unaudited pro-forma data summarizes the results of operations for the three months ended March 31, 2015 as if the purchase of IPSA International, Inc. had been completed on January 1, 2015. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2015. Three Months Ended March 31, 2015 Net revenues $ 14,566,395 Operating income (loss) (2,313,408 ) Net loss per share basic and fully diluted $ (0.04 ) | The following unaudited pro-forma data summarizes the results of operations for the years ended December 31, 2015 and December 31, 2014, as if the February 9, 2015 purchase of IPSA International, Inc. had been completed on January 1, 2014. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2014. December 31, 2015 December 31, 2014 Net revenues $ 34,390,577 $ 61,454,454 Operating loss (12,841,292 ) (7,109,581 ) Net loss per share basic $ (0.18 ) $ (0.18 ) Net loss per share- diluted $ (0.18 ) $ (0.18 ) |
21. Commitments and Contingenci
21. Commitments and Contingencies 1 | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies | Platte River Insurance Company (Platte River) instituted an action on April 8, 2015 in the United States District Court for the District of Massachusetts in which Platte River claims that the Company signed as a co-indemnitor in support of surety bonds issued by Platte River on behalf of Prime Solutions for the benefit of Honeywell pursuant to Prime Solutions, Inc.s (Prime) solar project located in Worcester Massachusetts (the Prime Contract). The Company filed its answer to the complaint, denying the allegations of Platte River. On February 1, 2016 the Company received a demand letter from Platte River for immediate payment of an $868,617 claim under the terms of the co-indemnity agreement. The Company continues to deny the allegations and will not agree to the demand. The Companys maximum liability exposure under the bond is $1,412,544, if Prime failed to meet its contracted obligations. In October 2014, the Company determined it probable that Prime did fail to meet its contracted obligations under the Prime Contract, and therefore, the potential existed that the Company may have to meet outstanding Prime Contract obligations. The Company has evaluated the status of the project, amounts paid to date on the contract and assessed the remaining work to be performed. Notwithstanding the demand letter from Platte River, the Company continues to believe its potential obligation under the Prime Contract is approximately $650,000, and that amount was accrued as a Selling, General and Administrative expense on the Consolidated Statement of Operations during 2014. Legal Proceedings: The Company and two senior executives of the Company are named as defendants in a class action proceeding filed on June 23, 2015, in the U.S. District Court for the Central District of California. On September 24, 2015, the U.S. District Court for the Central District of California granted a motion to transfer the lawsuit to the United States District Court for the District of Colorado. On October 14, 2015, the Court appointed David Hampton as Lead Plaintiff and approved Hamptons selection of the law firm Levi & Korsinsky LLP as Lead Counsel. Plaintiff filed an Amended Complaint on January 4, 2016. The Amended Complaint alleges violations of the federal securities laws on behalf of a class of persons who purchased shares of the Companys common stock between October 17, 2014 and June 15, 2015. In general, the Amended Complaint alleges that false or misleading statements were made or that there was a failure to make appropriate disclosures concerning the Companys cyber security business and products. On February 18, 2016, Defendants filed a motion to dismiss Plaintiffs Amended Complaint. Plaintiffs opposition to the motion to dismiss is due on or before April 4, 2016, and Defendants reply is due on or before May 4, 2016. |
1. Description of Business and
1. Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Description Of Business And Summary Of Significant Accounting Policies Policies | |
Description of Business | We are a provider of cyber security, business advisory services principally in regulatory risk mitigation, and energy solutions. We help clients in diverse industries improve performance, comply with complex regulations, reduce costs, leverage and integrate technology, and stimulate growth. We team with our clients to deliver sustainable and measurable results. Our primary focus is using our expertise on issues related to three key areas for customers; (i) cyber security, (ii) regulatory risk mitigation, and (iii) energy usage and strategy initiatives. We work with our customers to assess, design, and provide customized advice and solutions that are tailored to address each clients particular needs. We provide solutions and services to a wide variety of organizations including Fortune 500 companies, medium-sized businesses and governmental entities. |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | The preparation of the Companys consolidated financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Cash and cash equivalents | The Company considers all highly liquid investments having an original maturity of three months or less to be cash equivalents. Amounts invested may exceed federally insured limits at any given time. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Company from time to time may have amounts on deposit in excess of the insured limits (FDIC limits are $250,000). The Company periodically assesses the financial condition of the institutions and believes that the risk of loss is remote. |
Accounts receivable | Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in the Companys existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense, if any, is included in general and administrative expenses. At December 31, 2015 and 2014, the allowance for doubtful accounts was $383,503 and $356,597, respectively. |
Marketable Securities | Marketable equity securities are accounted for as trading securities and are stated at market value with unrealized gains and losses accounted for in other income (expense). |
Property and equipment | Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Maintenance and repair costs are expensed as incurred. Gains or losses on dispositions are reflected in income. |
Valuation of goodwill and intangible assets | Our intangible assets include goodwill, trademarks, non-compete agreements and purchased customer relationships, all of which are accounted for based on Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 350 Intangibles-Goodwill and Other |
Impairment testing | Our goodwill impairment testing is calculated at the reporting unit level. Our annual impairment test has two steps. The first identifies potential impairments by comparing the fair value of the reporting unit with its carrying value. If the fair value exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, a write-down is recorded. The impairment test for the other intangible assets is performed by comparing the carrying amount of the intangible assets to the sum of the undiscounted expected future cash flows whenever events or circumstances indicate that an impairment may have occurred. If the sum of the future undiscounted cash flows is less than the carrying amount of the intangible asset or to its related group of assets, an impairment charge is recorded to the extent that the carrying amount of the intangible asset exceeds its fair value. We predominately use a discounted cash flow model derived from internal budgets and forecasts in assessing fair values for our impairment testing. Factors that could change the result of our impairment test include, but are not limited to, different assumptions used to forecast future net sales, expenses, capital expenditures, and working capital requirements used in our cash flow models. In addition, selection of a risk-adjusted discount rate on the estimated undiscounted cash flows is susceptible to future changes in market conditions, and when unfavorable, can adversely affect our original estimates of fair values. In the event that management determines that the value of intangible assets have become impaired using this approach, we will record an accounting charge for the amount of the impairment. The Company also engages an independent valuation expert to assist it in performing the valuation and analysis of fair values of goodwill and intangibles. The Companys annual goodwill impairment testing date is October 1 of each year. In determining impairment charges, the Company uses various valuation techniques using both the income approach and market approach at each reporting unit in accordance with FASB ASC 350.The Company did not record an impairment charge during 2015. During 2014, the Company recorded a goodwill impairment write-down of $6,363,630 related to the Energy Solutions segment which is reflected in the Statement of Operations. The balance recorded as goodwill as of December 31, 2015 and 2014 is $15,676,246 and $4,352,177, respectively, net of accumulated impairment of $16,969,662 for both periods. Intangible assets, other than goodwill, consist of customer relationships, non-competition agreements and trademarks/trade names. The fair market value of the customer relationships were determined by discounting the expected future cash flows from the acquired customers. The value of the non-competition agreements were estimated from the percentage of discounted cash flows expected to be lost if the agreement was not in place. The Company performed its annual impairment test and determined there was no impairment during the fiscal year ended December 31, 2015. In addition, for the fiscal year ended December 31, 2014, it was determined that a full impairment of the trade name and customer list intangible assets related to the Energy Solutions segment was required and such impairment was recorded during the fiscal year ended December 31, 2014. As a result, the Company recorded an impairment charge of $429,394 at September 30, 2014. Customer relationships acquired are being amortized over the estimated useful life of four or five years. Non-competition agreements are being amortized over the life of the agreement. Acquired trademarks/trade names are being amortized over five or fifteen years. Total intangibles balances, prior to accumulated amortization, were $7,245,112 and $664,648 at December 31, 2015 and 2014, respectively. At December 31, 2015 and 2014, accumulated amortization of intangible assets totaled $1,735,470 and $513,025, respectively. Amortization expense on these intangible assets of $1,222,446 and $222,476 for the years ended December 31, 2015 and 2014, respectively, is included as depreciation and amortization on the Statement of Operations. Amortization expense related to intangible assets for the next five years and thereafter is expected to be as follows for the years ended: December 31, 2016 $ 1,311,836 December 31, 2017 862,103 December 31, 2018 790,429 December 31, 2019 781,262 December 31, 2010 220,838 Thereafter 1,543,174 $ 5,509,642 |
Revenue Recognition | The Company follows the guidance of the Securities and Exchange Commissions Staff Accounting Bulletin No. 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of any agreement exists, services have been rendered, and collectability is reasonably assured; therefore, revenue is recognized when the Company invoices customers for completed services at contracted rates and terms. Therefore, revenue recognition may differ from the timing of cash receipts. |
Income Taxes | The Company accounts for income taxes under FASB ASC Topic 740 Income Taxes FASB ASC Topic 740-10 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the balance sheet. It also provides guidance on de-recognition, measurement and classification of amounts related to uncertain tax positions, accounting for and disclosure of interest and penalties, accounting in interim period disclosures and transition relating to the adoption of new accounting standards. Under FASB ASC Topic 740-10, the recognition for uncertain tax positions should be based on a more-likely-than-not threshold that the tax position will be sustained upon audit. The tax position is measured as the largest amount of benefit that has a greater than fifty percent probability of being realized upon settlement. |
Derivative Warrant Liability | The Company evaluates warrants issued in connection with debt and preferred stock issuances to determine if those contracts, or any potential embedded components of those contracts, qualify as derivatives to be separately accounted for. This accounting treatment requires that the carrying amount of any embedded derivatives be marked-to-market at each balance sheet date and carried at fair value. In the event that the fair value is recorded as a liability, the change in the fair value during the period is recorded in the Statement of Operations as either income or expense. Upon expiration or exercise of the warrants, the derivative liability is marked to fair value at the conversion date and then the related fair value is reclassified to equity. The fair value at each balance sheet date and the change in value for each class of warrant derivative is disclosed in detail in Note 2 to the Consolidated Financial Statements. |
Share-based compensation | The Company accounts for stock based compensation in accordance with FASB ASC 718 Compensation-Stock Compensation The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505-50 Equity-Based Payments to Non-Employees |
Fees From Factoring Arrangement | Fees charged to the Company from its factoring arrangement for accounts receivable sold with full recourse include an administrative fee that is incurred upon funding of the factored invoices to the Company and a closing fee that is incurred when payment of the original accounts receivable amount is paid to the factoring company by the Companys customer. Administrative and closing fees from the factoring arrangement are included in interest expense in the consolidated financial statements. |
Foreign Currency Translation | The functional currencies of the Companys foreign operations are the local currencies. The consolidated financial statements of the Companys foreign subsidiaries have been translated into U.S. dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of Operations amounts have been translated using the average exchange rate for the periods presented. Accumulated net translation adjustments have been reported in other comprehensive income in the consolidated statements of comprehensive loss. |
Recent accounting pronouncements | In May, 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance requires an entity to recognize 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. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date, a standard to provide for a one-year deferral of the effective date of ASU 2014-09. ASU 2015-14 requires application of ASU 2014-09 for annual reporting periods beginning after December 15, 2017 and early adoption is permitted as of the original effective date (i.e. for annual reporting periods beginning after December 15, 2016). The Company has not yet determined the effect, if any, that the adoption of this standard will have on the Companys financial position or results of operations. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Going Concern (ASU 2014-15). ASU 2014-15 provides GAAP guidance on managements responsibility in evaluating whether there is substantial doubt about a companys ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a companys ability to continue as a going concern within one year from the date the financial statements are issued. The standard will be effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. Upon adoption the Company will use the guidance in ASU 2014-15 to assess going concern uncertainty matters. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02). ASU 2016-02 is intended to improve financial reporting about leasing transactions. ASU 2016-02 affects companies that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets referred to as Lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard will be effective for annual periods ending after December 15, 2018, and interim periods within annual periods beginning after December 15, 2018. Early adoption will be permitted for all companies and organizations upon issuance of the standard. See Note 14 for the Companys current lease commitments. The Company is currently in the process of evaluating the impact that ASU 2016-02 will have on its financial statements. Since January 1, 2015, there have been several other new accounting pronouncements and updates to the Accounting Standards Codification. Each of these updates has been reviewed by Management who does not believe their adoption has had or will have a material impact on the Companys financial position or operating results. |
1. Description of Business an36
1. Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Description Of Business And Summary Of Significant Accounting Policies Tables | |
Expected amortization expense related to intangible assets | December 31, 2016 $ 1,311,836 December 31, 2017 862,103 December 31, 2018 790,429 December 31, 2019 781,262 December 31, 2010 220,838 Thereafter 1,543,174 $ 5,509,642 |
3. Fair Value Measurements (Tab
3. Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value Measurements Tables | ||
Assumptions related to the Series C Common Stock Warrants | December 31, 2015 Expected Life (Years) 0.2 Risk Free Rate 0.15 % Volatility 38.06 % Probability of a Capital Raise 100 % | December 31, 2015 December 31, 2014 Expected Life (Years) 0.2 1.2 Risk Free Rate 0.15 % 0.32 % Volatility 38.06 % 26.78 % Probability of a Capital Raise 100 % 8-95 % |
Key assumptions for valuation of derivative liabilities | March 31, 2016 Expected Life (Years) 2.0 5.0 Risk Free Rate 1.45 % Volatility 56.3 % Probability of a Capital Raise 5%-95 % | |
Financial assets and liabilities measured at fair value on a recurring basis | March 31, 2016 Fair Value Level 1 Level 2 Level 3 Derivative Liability Common Stock Purchase Warrants: Series B Preferred Stock - - Promissory Notes $ 2,409 $ 2,409 Series D Preferred Stock 1,707,634 1,707,634 Series C Preferred Stock - - Qualified Purchaser derivative features 599,228 599,228 Total $ 2,309,271 $ 1,710,043 $ 599,228 December 31, 2015 Fair Value Level 1 Level 2 Level 3 Derivative Liability Common Stock Purchase Warrants: Promissory Notes $ 2,189 $ 2,189 Series D Preferred Stock 2,904,849 2,904,849 Series C Preferred Stock 633,046 633,046 Total $ 3,540,084 $ 2,907,038 $ 633,046 | December 31, 2015 Fair Value Level 1 Level 2 Level 3 Derivative Liability Common Stock Purchase Warrants: Debentures $ - $ - Series B Preferred Stock - - Promissory Notes 2,189 2,189 Series D Preferred Stock 2,904,849 2,904,849 Series C Preferred Stock 633,046 633,046 Total $ 3,540,084 $ 2,907,038 $ 633,046 December 31, 2014 Fair Value Level 1 Level 2 Level 3 Derivative Liability Common Stock Purchase Warrants: Debentures $ - $ - Series B Preferred Stock 794,633 794,633 Promissory Notes 225,897 225,897 Series D Preferred Stock 3,325,449 3,325,449 Series C Preferred Stock 6,305,260 6,305,260 Total $ 10,651,239 $ 4,345,979 $ 6,305,260 |
Change in the value of level 3 derivative liability | Fair Value Measurements Using Level 2 Inputs Level 3 Inputs Derivative liability - Derivative liability - Derivative liability - Derivative liability - Total Fair Value Derivative liability - Derivative Liability Grand Total Fair Value Balance December 31, 2013 $ 10,207 $ 24,277 $ 85,824 $ 224,075 $ 344,383 $ 382,610 $ - $ 726,993 Total unrealized (gains) or losses included in net income or (loss) 120,343 777,865 422,521 3,101,374 4,422,103 5,922,650 - 10,344,753 Reclassification to equity resulting from exercise of Common Stock Purchase Warrants ( 130,550 ) (7,509 ) (282,448 ) -- (420,507 ) -- -- (420,507 ) Balance December 31, 2014 $ -- $ 794,633 $ 225,897 $ 3,325,449 $ 4,345,979 $ 6,305,260 $ -- $ 10,651,239 Total unrealized (gains) or losses included in net income or (loss) -- 21,079 12,722 (410,731 ) (376,930 ) (3,036,281 ) (231,384 ) (3,644,594 ) Reclassification to equity resulting from exercise of Common Stock Purchase Warrants -- (815,712 ) (236,430 ) (9,869 ) (1,062,011 ) (17,884 ) - (1,079,895 ) Release of contingent value right - - - - 231,384 231,384 Reclassification to equity resulting from the warrant exchange agreement -- -- -- -- -- (2,618,049 ) -- (2,618,049 ) Balance December 31, 2015 $ -- $ -- $ 2,189 $ 2,904,849 $ 2,907,038 $ 633,046 $ -- $ 3,540,084 |
4. Acquisitions (Tables)
4. Acquisitions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Acquisitions Tables | ||
Purchase Price Allocation | Consideration $ 15,800,000 Assets Acquired: Current Assets $ 11,798,564 Property and Equipment, net 29,180 Other long term assets 712,353 Intangible assets 6,580,464 Goodwill 11,324,069 Total assets acquired 30,444,565 Liabilities Assumed: Accounts Payable 1,546,117 Factored Receivables Obligation 6,488,748 Accrued Expenses 1,990,857 Dividends Payable 1,100,000 Deferred Income Tax non current 3,287,524 Derivative contingent value right 231,384 Total liabilities assumed 14,644,565 Net Assets Acquired $ 15,800,000 | Consideration $ 15,800,000 Assets Acquired: Current Assets $ 11,798,564 Property and Equipment, net 29,180 Other long term assets 712,353 Intangible assets 6,580,464 Goodwill 11,324,069 Total assets acquired 30,444,630 Liabilities Assumed: Accounts Payable 1,546,117 Factored Receivables Obligation 6,488,748 Accrued Expenses 1,990,857 Dividends Payable 1,100,000 Deferred Income Tax non current 3,287,524 Derivative contingent value right 231,384 Total liabilities assumed 14,644,630 Net Assets Acquired $ 15,800,000 |
4a. Property and Equipment (Tab
4a. Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
A. Property And Equipment Tables | |
Principal categories and estimated useful lives of property and equipment | Estimated 2015 2014 Useful Lives Office equipment $ 1,490,297 $ 1,564,404 5 years Furniture and fixtures 2,049,525 277,499 7 years Vehicles 13,567 13,567 5 Years Computer software 732,842 276,613 3 to 5 years Leasehold improvements 159,361 114,572 ** Land 226,261 266,765 N/A 4,671,853 2,513,420 Less: accumulated depreciation (889,465 ) (764,789 ) $ 3,782,388 $ 1,748,631 |
5a. Marketable Securities Cla40
5a. Marketable Securities Classified as Trading Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
A. Marketable Securities Classified As Trading Securities Tables | |
Schedule of unrealized holding loss | Fair Market Holding Cost Value Gain (Loss) December 31, 2015 $ 42,504 $ 33,366 $ (5,497 ) December 31, 2014 $ 42,504 $ 38,863 $ 2,353 |
6. Pro-Forma Financial Inform41
6. Pro-Forma Financial Information (unaudited) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Unaudited pro-forma data | Three Months Ended March 31, 2015 Net revenues $ 14,566,395 Operating income (loss) (2,313,408 ) Net loss per share basic and fully diluted $ (0.04 ) | December 31, 2015 December 31, 2014 Net revenues $ 34,390,577 $ 61,454,454 Operating loss (12,841,292 ) (7,109,581 ) Net loss per share basic $ (0.18 ) $ (0.18 ) Net loss per share- diluted $ (0.18 ) $ (0.18 ) |
7. Net Income (Loss) Per Share
7. Net Income (Loss) Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Net Income Loss Per Share Tables | ||
Computation of net income (loss) per share | March 31, March 31, 2016 2015 Basic: Numerator net income (loss) available to common stockholders $ (3,237,079 ) $ 313,810 Denominator weighted-average shares outstanding 78,591,011 60,408,125 Net income (loss) per share Basic $ (0.04 ) $ 0.01 Diluted: Numerator net income (loss) available to common stockholders $ (3,237,079 ) $ 313,810 Denominator weighted-average shares outstanding 78,591,011 80,436,499 Net income (loss) per share Diluted $ (0.04 ) $ 0.00 | 2015 2014 Basic: Numerator net loss attributable to common stockholders $ (8,744,398 ) $ (26,033,922 ) Denominator weighted average shares outstanding 70,581,243 30,345,422 Net loss per share Basic and diluted $ (0.12 ) $ (0.86 ) Incremental common shares (not included due to their anti-dilutive nature) : Stock options 10,360,084 11,309,864 Stock warrants 25,867,753 18,753,060 Convertible preferred stock Series B - 1,080,000 Convertible preferred stock Series C 7,142,856 7,142,856 Convertible preferred stock Series D - - Convertible Notes 1,428,571 1,607,143 44,799,264 39,892,923 |
8. Stockholders' Equity (Tables
8. Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Stockholders Equity Tables | ||
Summary of the common stock and warrant activity | Common Shares Warrants January 26, 2016 Securities Purchase Agreement 227,273 56,818 February 24, 2016 Warrant Exercises 1,142,529 (1,142,529 ) February 24, 2016 Warrant Issue 285,654 March 3, 2016 Warrants Replaced (480,784 ) March 3, 2016 Warrant Re-Issue 1,923,137 March 10, 2016 Stock Purchase Agreement 5,076,863 5,076,863 Warrants Issued for Services 202,955 Totals 6,446,665 5,922,114 | |
Share-Based Payment Award, Stock Options, Valuation Assumptions | Exercise price $ 1.34 Risk free interest rate 1.02% - 1.81 % Volatility 62.13% - 70.48 % Expected term 5.5 Years Dividend yield None | Years Ended December 31, 2015 December 31, 2014 Exercise price $ 1.20 - $2.32 $ 0.54 - $2.00 Risk free interest rate 0.80% to 1.84% 0.66% to 2.09% Volatility 27.62% - 60.7 % 29.65% - 37.13 % Expected Term 2.5 Years 5.5 Years 2.5 Years - 6 Years Dividend yield None None |
Share-Based Payment Award, Warrants, Valuation Assumptions | Years Ended December 31, 2015 December 31, 2014 Exercise price $ 1.50 $ 0.75 - $1.12 Risk free interest rate 0.39% to 0.46% 0.63% to 1.87% Volatility 26.47% - 26.66 % 28.93% - 36.91 % Expected Term 1.5 Years 2.5 Years 5.75 Years Dividend yield None None | |
Schedule of Stock Incentive Plan | Options Shares Weighted Average Exercise Price Outstanding at December 31, 2014 11,309,864 $ 0.81 Issued 3,140,000 $ 1.37 Exercised (3,053,397 ) $ 0.66 Forfeitures (1,036,383 ) $ 1.07 Outstanding at December 31, 2015 10,360,084 $ 1.01 Issued 317,874 $ 1.34 Exercised (20,000 ) $ 0.70 Forfeitures (39,000 ) $ 1.26 Outstanding at March 31, 2016 10,618,958 $ 1.00 | Weighted Average Outstanding Options Exercise Price Outstanding at December 31, 2013 5,639,864 $ 0.83 Issued 6,585,000 $ 0.80 Exercised (33,334 ) $ 0.70 Forfeitures (881,666 ) $ 0.85 Outstanding at December 31, 2014 11,309,864 $ 0.81 Issued 3,140,000 $ 1.37 Exercised (3,053,397 ) $ 0.66 Forfeitures (1,036,383 ) $ 1.07 Outstanding at December 31, 2015 10,360,084 $ 1.01 Exercisable at December 31, 2015 7,439,084 $ 0.97 |
Schedule of Warrants Activity under incentive plan | Warrants Shares Weighted Average Exercise Price Outstanding at December 31, 2014 18,753,060 $ 1.06 Issued 15,848,643 $ 1.09 Exercised (1,546,308 ) $ 0.76 Cancelled (7,187,642 ) $ 0.80 Outstanding at December 31, 2015 25,867,753 $ 1.16 Issued 7,488,609 $ 1.12 Exercised (1,712,529 ) $ 0.99 Cancelled (1,183,162 ) $ 1.11 Outstanding at March 31, 2016 30,460,671 $ 1.16 | Outstanding Warrants Weighted Average Outstanding at December 31, 2013 19,112,360 $ 1.11 Issued 927,000 $ 1.05 Exercised (1,186,300 ) $ 0.71 Cancelled (100,000 ) $ 0.75 Outstanding at December 31, 2014 18,753,060 $ 1.06 Issued 15,848,643 $ 1.09 Exercised (1,546,308 ) $ 0.76 Cancelled (7,187,642 ) $ 0.80 Outstanding at December 31, 2015 25,867,753 $ 1.16 |
8a. Accrued Expenses (Tables)
8a. Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
A. Accrued Expenses Tables | |
Summary of accrued expenses | 2015 2014 Accrued payroll $ 913,907 $ 1,404,815 Accrued vacation 318,684 292,775 Other accrued liabilities 1,327,457 937,313 $ 2,560,048 $ 2,634,903 |
9. Long-Term Debt (Tables)
9. Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long-term Debt Tables | |
Schedule of long-term debt instruments | 2015 2014 Xerox Copier Lease, due in 63 installments of $145. ending in April 2018. Payments include interest at 4%. $ 3,873 $ 5,426 3,873 5,426 Current portion (1,500 ) (1,500 ) Long-term portion $ 2,373 $ 3,926 |
10. Segment Information (Tables
10. Segment Information (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Segment Information Tables | ||
Summary of segment information | Three Months Ended March 31, 2016 Cyber Solutions Energy Solutions IPSA / Business Advisory Solutions Total Revenue $ 680,820 $ 204,992 $ 6,250,814 $ 7,136,626 Income (loss) from Operations before Overhead $ (2,575,588 ) $ (235,007 ) $ (131,930 ) $ (2,942,525 ) Allocated Corporate Overhead 136,505 41,101 1,253,299 1,430,905 Loss from Operations $ (2,712,093 ) $ (276,108 ) $ (1,385,229 ) $ (4,373,430 ) Assets $ 5,665,950 $ 1,555,581 $ 28,409,774 $ 35,631,305 Three Months Ended March 31, 2015 Cyber Solutions Energy Solutions IPSA / Business Advisory Solutions Total Revenue $ 428,588 $ 522,930 $ 8,582,729 $ 9,534,247 Income (loss) from Operations before Overhead $ (1,002,969 ) $ (280,018 ) $ 1,036,663 $ (246,324 ) Allocated Corporate Overhead 779,455 152,325 1,556,677 2,488,457 Loss from Operations $ (1,782,424 ) $ (432,343 ) $ (520,014 ) $ (2,734,781 ) Assets $ 3,644,702 $ 2,583,132 $ 42,154,855 $ 48,382,689 | Year Ended December 31, 2015 Cyber Solutions Business Advisory Solutions * Energy Solutions Total Revenue $ 2,975,583 $ 24,588,203 $ 1,794,643 $ 29,358,429 Income (Loss) from Operations before Overhead $ (4,446,716 ) $ (676,777 ) $ (784,732 ) $ (5,908,245 ) Allocated Corporate Overhead 2,034,785 4,719,903 599,732 7,354,420 Loss from Operations $ (6,481,501 ) $ (5,396,680 ) $ (1,384,464 ) $ (13,262,665 ) Assets $ 5,054,281 $ 23,530,701 $ 2,003,822 $ 30,588,804 Year Ended December 31, 2014 Cyber Solutions Business Advisory Solutions * Energy Solutions Total Revenue $ 4,076,050 $ 12,964,920 $ 3,134,518 $ 20,175,488 Income (Loss) from Operations before Overhead $ (106,312 ) $ 1,332,555 $ (2,352,884 ) $ (1,126,641 ) Allocated Corporate Overhead 1,529,255 3,198,644 1,686,248 6,414,147 Loss from Operations $ (1,635,567 ) $ (1,866,089 ) $ (4,039,132 ) $ (7,540,788 ) Assets $ 3,392,939 $ 5,928,331 $ 2,543,370 $ 11,864,640 |
11. Commitments and Contingen47
11. Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Tables | |
Future minimum payments under non-cancelable operating leases and non-cancelable contracts | 2016 $ 1,270,509 2017 $ 1,117,855 2018 $ 734,166 2019 $ 420,568 2020 $ 342,891 2021 $ 55,600 |
12a. Income Taxes (Tables)
12a. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
A. Income Taxes Tables | |
Significant components of the income tax benefit (expense) | 2015 2014 Current provision: Federal $ 0 $ 0 State 0 0 Foreign (81,273 ) Deferred provision: Federal 1,579,747 0 State 744,223 Foreign (2,780 ) 0 $ 2,239,917 $ 0 |
Reconciliation of the statutory federal income tax rate to the entity's effective income tax rate on income before income taxes | 2015 2014 Federal statutory rate 34.0 % 34.0 % State income taxes, net of federal income tax benefit 7.0 0.7 Book derivative income (expense) 13.4 (14.2 ) Dividend income from Canadian subsidiary (6.6 ) -- Section 78 Gross up (2.5 ) -- Stock compensation expense (5.2 ) (1.1 ) Acquisition costs (2.4 ) -- Taxes related to foreign operations 2.1 -- Officers life insurance (0.7 ) (0.1 ) Goodwill impairment -- (6.6 ) Intangibles impairment -- (0.3 ) Change in valuation allowance (16.9 ) (10.6 ) Other (1.5 ) (1.8 ) 20.9 % 0 % |
Components of deferred tax assets and liabilities | 2015 2014 Deferred income tax assets: Operating loss carry forward $ 9,608,605 $ 5,260,000 Acquired NOL Ecological acquisition 64,654 164,910 Accrued compensation - 92,000 Allowance for doubtful accounts 150,354 141,000 Transaction costs capitalized 48,238 - Intangible assets - 1,886,000 Dividend withheld tax credit 80,819 - Property, Plant and Equipment 61,715 - Charitable contribution carryforward 8,312 - Foreign tax credit on repatriated earnings 436,518 - Cumulative Eligible Capital Deduction - Canada 54,682 0 Total deferred tax assets 10,513,897 7,543,910 Less: valuation allowance (9,199,787 ) (7,543,910 ) Deferred income tax assets $ 1,314,110 $ - Deferred income tax liabilities: Intangibles Assets IPSA acquisition $ (1,116,610 ) $ - Property and equipment - (85,000 ) Repatriated earnings of foreign subsidiaries (141,091 ) - Total deferred tax liabilities (1,257,701 ) (85,000 ) Net deferred tax assets / (liabilities) $ 56,409 $ (85,000 ) |
20. Summary Pro-Forma Financi49
20. Summary Pro-Forma Financial Information (unaudited) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Summary Pro-forma Financial Information Tables | ||
Unaudited pro-forma data | Three Months Ended March 31, 2015 Net revenues $ 14,566,395 Operating income (loss) (2,313,408 ) Net loss per share basic and fully diluted $ (0.04 ) | December 31, 2015 December 31, 2014 Net revenues $ 34,390,577 $ 61,454,454 Operating loss (12,841,292 ) (7,109,581 ) Net loss per share basic $ (0.18 ) $ (0.18 ) Net loss per share- diluted $ (0.18 ) $ (0.18 ) |
1. Description of Business an50
1. Description of Business and Summary of Significant Accounting Policies (Details) | Dec. 31, 2015USD ($) |
Description Of Business And Summary Of Significant Accounting Policies Details | |
December 31, 2016 | $ 1,311,836 |
December 31, 2017 | 862,103 |
December 31, 2018 | 790,429 |
December 31, 2019 | 781,262 |
December 31, 2020 | 220,838 |
Thereafter | 1,543,174 |
Amortization expense related to intangible assets | $ 5,509,642 |
1. Description of Business an51
1. Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Description Of Business And Summary Of Significant Accounting Policies Details | ||||
Allowance for doubtful accounts | $ 383,503 | $ 356,597 | ||
Impairment write-down of goodwill | $ 0 | $ 0 | 0 | 6,363,630 |
Goodwill | $ 15,676,246 | 15,676,246 | 4,352,177 | |
Net of accumulated impairment | 16,969,662 | 16,969,662 | ||
Intangible assets gross | 7,245,112 | 664,648 | ||
Accumulated amortization of intangible assets | 1,735,470 | 513,025 | ||
Amortization expense on intangible assets | $ 1,222,446 | $ 222,476 |
3. Fair Value Measurements (Det
3. Fair Value Measurements (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Series C Common Stock Warrants | |||
Expected Life (Years) | 2 months 12 days | 1 year 2 months 12 days | |
Risk Free Rate | 0.15% | 0.32% | |
Volatility | 38.06% | 26.78% | |
Probability of a Capital Raise | 100% | 8-95% | |
Derivative Liability | |||
Risk Free Rate | 1.45% | ||
Volatility | 56.30% | ||
Derivative Liability | Minimum [Member] | |||
Expected Life (Years) | 2 years | ||
Probability of a Capital Raise | 5% | ||
Derivative Liability | Maximum [Member] | |||
Expected Life (Years) | 5 years | ||
Probability of a Capital Raise | 95% |
3. Fair Value Measurements (D53
3. Fair Value Measurements (Details 1) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative Liability - Common Stock Purchase Warrants: | |||
Debentures | $ 0 | ||
Series B Preferred Stock | $ 0 | 794,633 | |
Promissory Notes | 2,189 | $ 2,189 | 225,897 |
Series D Preferred Stock | 1,707,634 | 2,904,849 | 3,325,449 |
Series C Preferred Stock | 0 | 633,046 | 6,305,260 |
Qualified Purchaser derivative features | 599,228 | ||
Total | 2,309,271 | 3,540,084 | 10,651,239 |
Level 1 | |||
Derivative Liability - Common Stock Purchase Warrants: | |||
Series B Preferred Stock | 0 | ||
Promissory Notes | 0 | 0 | |
Series D Preferred Stock | 0 | 0 | |
Series C Preferred Stock | 0 | 0 | |
Qualified Purchaser derivative features | 0 | ||
Total | 0 | 0 | |
Level 2 | |||
Derivative Liability - Common Stock Purchase Warrants: | |||
Debentures | 0 | ||
Series B Preferred Stock | 0 | 794,633 | |
Promissory Notes | 2,409 | 2,189 | 225,897 |
Series D Preferred Stock | 1,707,634 | 2,904,849 | 3,325,449 |
Series C Preferred Stock | 0 | 0 | 0 |
Qualified Purchaser derivative features | 0 | ||
Total | 1,710,043 | 2,907,038 | 4,345,979 |
Level 3 | |||
Derivative Liability - Common Stock Purchase Warrants: | |||
Debentures | 0 | ||
Series B Preferred Stock | 0 | 0 | |
Promissory Notes | 0 | 0 | 0 |
Series D Preferred Stock | 0 | 0 | 0 |
Series C Preferred Stock | 0 | 633,046 | 6,305,260 |
Qualified Purchaser derivative features | 599,228 | ||
Total | $ 599,228 | $ 633,046 | $ 6,305,260 |
3. Fair Value Measurements (D54
3. Fair Value Measurements (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Inputs, Level 2 [Member] | ||
Beginning Balance | $ 4,345,979 | $ 344,383 |
Total unrealized (gains) or losses included in net income or (loss) | (376,930) | 4,422,103 |
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants | $ (1,062,011) | (420,507) |
Release of contingent value right | ||
Reclassification to equity resulting from the warrant exchange agreement | ||
Ending Balance | $ 2,907,038 | 4,345,979 |
Fair Value, Inputs, Level 2 [Member] | Debentures | ||
Beginning Balance | 10,207 | |
Total unrealized (gains) or losses included in net income or (loss) | 120,343 | |
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants | $ (130,550) | |
Release of contingent value right | ||
Reclassification to equity resulting from the warrant exchange agreement | ||
Ending Balance | ||
Fair Value, Inputs, Level 2 [Member] | Class B Preferred Stock | ||
Beginning Balance | $ 794,633 | $ 24,277 |
Total unrealized (gains) or losses included in net income or (loss) | 21,079 | 777,865 |
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants | $ (815,712) | (7,509) |
Release of contingent value right | ||
Reclassification to equity resulting from the warrant exchange agreement | ||
Ending Balance | 794,633 | |
Fair Value, Inputs, Level 2 [Member] | Promissory Notes | ||
Beginning Balance | $ 225,897 | 85,824 |
Total unrealized (gains) or losses included in net income or (loss) | 12,722 | 422,521 |
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants | $ (236,430) | (282,448) |
Release of contingent value right | ||
Reclassification to equity resulting from the warrant exchange agreement | ||
Ending Balance | $ 2,189 | 225,897 |
Fair Value, Inputs, Level 2 [Member] | Series D Preferred Stock | ||
Beginning Balance | 3,325,449 | 224,075 |
Total unrealized (gains) or losses included in net income or (loss) | (410,731) | $ 3,101,374 |
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants | $ (9,869) | |
Release of contingent value right | ||
Reclassification to equity resulting from the warrant exchange agreement | ||
Ending Balance | $ 2,904,849 | $ 3,325,449 |
Fair Value, Inputs, Level 3 [Member] | Class C Preferred Stock [Member] | ||
Beginning Balance | 6,305,260 | 382,610 |
Total unrealized (gains) or losses included in net income or (loss) | (3,036,281) | $ 5,922,650 |
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants | $ (17,884) | |
Release of contingent value right | ||
Reclassification to equity resulting from the warrant exchange agreement | $ (2,618,049) | |
Ending Balance | $ 633,046 | $ 6,305,260 |
Fair Value, Inputs, Level 3 [Member] | Derivative Liability Contingent Value Right [Member] | ||
Beginning Balance | ||
Total unrealized (gains) or losses included in net income or (loss) | $ (231,384) | |
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants | ||
Release of contingent value right | $ 231,384 | |
Reclassification to equity resulting from the warrant exchange agreement | ||
Ending Balance | ||
Grand Total Fair Value Measurements Using Both Level 2 and Level 3 Inputs | ||
Beginning Balance | $ 10,651,239 | $ 726,993 |
Total unrealized (gains) or losses included in net income or (loss) | (3,644,594) | 10,344,753 |
Reclassification to equity resulting from exercise of Common Stock Purchase Warrants | (1,079,895) | (420,507) |
Release of contingent value right | 231,384 | |
Reclassification to equity resulting from the warrant exchange agreement | (2,618,049) | |
Ending Balance | $ 3,540,084 | $ 10,651,239 |
4. Acquisitions (Details)
4. Acquisitions (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Consideration | $ 15,800,000 | |
Assets acquired: | ||
Current assets | 11,798,564 | |
Property and equipment, net | 29,180 | |
Other long term assets | 712,353 | |
Intangible assets | 6,580,464 | |
Goodwill | 11,324,069 | |
Total assets acquired | 30,444,630 | |
Liabilities Assumed: | ||
Accounts payable | 1,546,117 | |
Factored Receivables Obligation | 6,488,748 | |
Accrued Expenses | 1,990,857 | |
Dividends Payable | 1,100,000 | |
Deferred Income Tax - non current | 3,287,524 | |
Derivative - contingent value right | 231,384 | |
Total liabilities assumed | 14,644,630 | |
Net assets acquired | $ 15,800,000 | |
Root9B, LLC [Member] | ||
Consideration | $ 15,800,000 | |
Assets acquired: | ||
Current assets | 11,798,564 | |
Property and equipment, net | 29,180 | |
Other long term assets | 712,353 | |
Intangible assets | 6,580,464 | |
Goodwill | 11,324,069 | |
Total assets acquired | 30,444,565 | |
Liabilities Assumed: | ||
Accounts payable | 1,546,117 | |
Factored Receivables Obligation | 6,488,748 | |
Accrued Expenses | 1,990,857 | |
Dividends Payable | 1,100,000 | |
Deferred Income Tax - non current | 3,287,524 | |
Derivative - contingent value right | 231,384 | |
Total liabilities assumed | 14,644,565 | |
Net assets acquired | $ 15,800,000 |
4a. Property and Equipment (Det
4a. Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2014 | |
Principal categories and estimated useful life of property and equipment | |||
Property and equipment, gross | $ 4,671,853 | $ 2,513,420 | |
Less: accumulated depreciation | (889,465) | (764,789) | |
Property and equipment, net | 3,782,388 | $ 3,852,523 | 1,748,631 |
Office Equipment [Member] | |||
Principal categories and estimated useful life of property and equipment | |||
Property and equipment, gross | $ 1,490,297 | 1,564,404 | |
Property and equipment, Estimated Useful Lives | 5 years | ||
Furniture and Fixtures [Member] | |||
Principal categories and estimated useful life of property and equipment | |||
Property and equipment, gross | $ 2,049,525 | 277,499 | |
Property and equipment, Estimated Useful Lives | 7 years | ||
Vehicles [Member] | |||
Principal categories and estimated useful life of property and equipment | |||
Property and equipment, gross | $ 13,567 | 13,567 | |
Property and equipment, Estimated Useful Lives | 5 years | ||
Computer Software [Member] | |||
Principal categories and estimated useful life of property and equipment | |||
Property and equipment, gross | $ 732,842 | 276,613 | |
Computer Software [Member] | Minimum [Member] | |||
Principal categories and estimated useful life of property and equipment | |||
Property and equipment, Estimated Useful Lives | 3 years | ||
Computer Software [Member] | Maximum [Member] | |||
Principal categories and estimated useful life of property and equipment | |||
Property and equipment, Estimated Useful Lives | 5 years | ||
Leasehold Improvements [Member] | |||
Principal categories and estimated useful life of property and equipment | |||
Property and equipment, gross | $ 159,361 | 114,572 | |
Land [Member] | |||
Principal categories and estimated useful life of property and equipment | |||
Property and equipment, gross | $ 226,261 | $ 266,765 |
5. Receivables sold with reco57
5. Receivables sold with recourse (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Receivables Sold With Recourse | ||
Full recourse receivables | $ 1,686,417 | $ 0 |
Factored receivables obligation | $ 0 |
5a. Marketable Securities Cla58
5a. Marketable Securities Classified as Trading Securities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
A. Marketable Securities Classified As Trading Securities Details | ||
Cost | $ 42,504 | $ 42,504 |
Fair Market Value | 33,366 | 38,863 |
Holding Gain (Loss) | $ (5,497) | $ 2,353 |
6. Pro-Forma Financial Inform59
6. Pro-Forma Financial Information (unaudited) (Details) | 3 Months Ended |
Mar. 31, 2015USD ($)$ / shares | |
Pro-Forma Financial Information (unaudited): | |
Net revenues | $ 14,566,395 |
Operating income (loss) | $ (2,313,408) |
Net loss per share - basic and fully diluted | $ / shares | $ (.04) |
6a. Investment in Limited Liabi
6a. Investment in Limited Liability Company (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
A. Investment In Limited Liability Company Details Narrative | ||
Recognized income when capital distributions are received | $ 3,600 | $ 3,600 |
7. Net Income (Loss) Per Shar61
7. Net Income (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basic | ||||
Numerator -net loss attributable to common stockholders | $ (3,237,079) | $ 313,810 | $ (8,744,398) | $ (26,033,922) |
Denominator - weighted - average shares outstanding (in shares) | 78,591,011 | 60,408,125 | 70,581,243 | 30,345,422 |
Net loss per share - Basic and diluted (in dollars per share) | $ (0.04) | $ 0.01 | $ (0.12) | $ (0.86) |
Diluted: | ||||
Numerator - net income (loss) available to common stockholders | $ (3,237,079) | $ 313,810 | ||
Denominator - weighted-average shares outstanding | 78,591,011 | 80,436,499 | 70,581,243 | 30,345,422 |
Net income (loss) per share - Diluted | $ (0.04) | $ 0 | $ (0.12) | $ (0.86) |
Incremental common shares (not included due to their anti-dilutive nature) | ||||
Incremental common shares not included due to their antidilutive nature (in shares) | 44,799,264 | 39,892,923 | ||
Stock Options [Member] | ||||
Incremental common shares (not included due to their anti-dilutive nature) | ||||
Incremental common shares not included due to their antidilutive nature (in shares) | 10,360,084 | 11,309,864 | ||
Stock warrants [Member] | ||||
Incremental common shares (not included due to their anti-dilutive nature) | ||||
Incremental common shares not included due to their antidilutive nature (in shares) | 25,867,753 | 18,753,060 | ||
Class B Preferred Stock | ||||
Incremental common shares (not included due to their anti-dilutive nature) | ||||
Incremental common shares not included due to their antidilutive nature (in shares) | 1,080,000 | |||
Class C Preferred Stock [Member] | ||||
Incremental common shares (not included due to their anti-dilutive nature) | ||||
Incremental common shares not included due to their antidilutive nature (in shares) | 7,142,856 | 7,142,856 | ||
Series D Redeemable Convertible Preferred Stock | ||||
Incremental common shares (not included due to their anti-dilutive nature) | ||||
Incremental common shares not included due to their antidilutive nature (in shares) | ||||
Convertible Notes [Member] | ||||
Incremental common shares (not included due to their anti-dilutive nature) | ||||
Incremental common shares not included due to their antidilutive nature (in shares) | 1,428,571 | 1,607,143 |
7a. Goodwill Impairment (Detail
7a. Goodwill Impairment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
A. Goodwill Impairment Details Narrative | ||||
Impairment write-down of goodwill | $ 0 | $ 0 | $ 0 | $ 6,363,630 |
Goodwill | $ 15,676,246 | 15,676,246 | 4,352,177 | |
Accumulated impairment of goodwill | $ 16,969,662 | $ 16,969,662 |
8. Stockholders' Equity (Detail
8. Stockholders' Equity (Details) | 3 Months Ended |
Mar. 31, 2016shares | |
Common Shares | |
Securities Purchase Agreement | 227,273 |
Warrant Exercises | 1,142,529 |
Stock Purchase Agreement | 5,076,863 |
Totals | 6,446,665 |
Warrant | |
Securities Purchase Agreement | 56,818 |
Warrant Exercises | (1,142,529) |
Warrant Issue | 285,654 |
Warrants Replaced | (480,784) |
Warrant Re-Issue | 1,923,137 |
Stock Purchase Agreement | 5,076,863 |
Warrants Issued for Services | 202,955 |
Totals | 5,922,114 |
8. Stockholders' Equity (Deta64
8. Stockholders' Equity (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Option | |||
Exercise price | $ 1.34 | ||
Expected term | 5 years 6 months | ||
Dividend yield | $ 0 | $ 0 | |
Warrant [Member] | |||
Exercise price | $ 1.50 | ||
Expected term | 1 year 6 months | ||
Dividend yield | $ 0 | $ 0 | |
Minimum [Member] | Stock Option | |||
Exercise price | $ 1.20 | $ 0.54 | |
Risk free interest rate | 1.02% | 0.80% | 0.66% |
Volatility | 62.13% | 27.62% | 29.65% |
Expected term | 2 years 6 months | 2 years 6 months | |
Minimum [Member] | Warrant [Member] | |||
Exercise price | $ 0.75 | ||
Risk free interest rate | 0.39% | 0.63% | |
Volatility | 26.47% | 28.93% | |
Expected term | 2 years 6 months | ||
Maximum [Member] | Stock Option | |||
Exercise price | $ 2.32 | $ 2 | |
Risk free interest rate | 1.81% | 1.84% | 2.09% |
Volatility | 70.48% | 60.70% | 37.13% |
Expected term | 5 years 5 months | 6 years | |
Maximum [Member] | Warrant [Member] | |||
Exercise price | $ 1.12 | ||
Risk free interest rate | 0.46% | 1.87% | |
Volatility | 26.66% | 36.91% | |
Expected term | 5 years 9 months |
8. Stockholders' Equity - Stock
8. Stockholders' Equity - Stock Options (Details 2) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted Average Exercise Price | |||
Issued | $ 0.51 | $ 0.21 | |
Stock Options [Member] | |||
Options | |||
Outstanding beginning balance | 10,360,084 | 11,309,864 | 5,639,864 |
Issued | 317,874 | 3,140,000 | 6,585,000 |
Exercised | (20,000) | (3,053,397) | (33,334) |
Forfeitures | (39,000) | (1,036,383) | (881,666) |
Outstanding ending balance | 10,618,958 | 10,360,084 | 11,309,864 |
Exercisable ending balance | 7,439,084 | ||
Weighted Average Exercise Price | |||
Outstanding beginning balance | $ 1.01 | $ 0.81 | $ 0.83 |
Issued | 1.34 | 1.37 | 0.80 |
Exercised | .70 | .66 | 0.70 |
Forfeitures | 1.26 | 1.07 | 0.85 |
Outstanding ending balance | $ 1 | 1.01 | $ 0.81 |
Exercisable ending balance | $ .97 |
8. Stockholders' Equity - Warra
8. Stockholders' Equity - Warrants (Details 3) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted Average Exercise Price | |||
Issued | $ 0.51 | $ 0.21 | |
Warrant [Member] | |||
Warrants | |||
Outstanding beginning balance | 25,867,753 | 18,753,060 | 19,112,360 |
Issued | 7,488,609 | 15,848,643 | 927,000 |
Exercised | (1,712,529) | (1,546,308) | (1,186,300) |
Cancelled | (1,183,162) | (7,187,642) | (100,000) |
Outstanding ending balance | 30,460,671 | 25,867,753 | 18,753,060 |
Weighted Average Exercise Price | |||
Outstanding beginning balance | $ 1.16 | $ 1.06 | $ 1.11 |
Issued | 1.12 | 1.09 | 1.05 |
Exercised | .99 | .76 | 0.71 |
Cancelled | 1.11 | .80 | 0.75 |
Outstanding ending balance | $ 1.16 | $ 1.16 | $ 1.06 |
8. Stockholders' Equity (Deta67
8. Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Common Stock | ||||
Stock issued in conversion of convertible securities | 10,000,000 | 18,081,392 | ||
Stock issued equity financing transactions | 12,131,453 | |||
Stock issued as dividends on preferred stock | 262,176 | 2,294,487 | ||
Stock issued Conversion of Preferred Stock | 1,080,000 | 18,081,392 | ||
Stock issued exercise of options | 3,053,273 | 33,334 | ||
Stock issued exercise of warrants | 1,379,306 | 795,095 | ||
Shares issued exchange for services | 200,000 | |||
Principal and interest of outstanding convertible promissory notes | 214,287 | |||
Deferred tax asset | $ 1,314,110 | $ 0 | ||
7% Series B Convertible Preferred Stock | ||||
Shares Outstanding | 0 | 0 | 1,080,000 | |
7% Class C Convertible Preferred Stock | ||||
Shares Outstanding | 2,380,952 | 2,380,952 | 2,380,952 | |
Stock Options and Warrants | ||||
Number of shares authorized under the plan | 20,000,000 | |||
Plan shares available to issue | 9,639,916 | |||
Compensation expense | $ 1,129,000 | $ 757,000 | ||
Fair value of stock options granted | $ 0.51 | $ 0.21 | ||
Weighted-average remaining contractual life for options outstanding | 6 years 9 months 18 days | |||
Weighted-average remaining contractual life for options exercisable | 5 years 10 months 24 days | |||
Aggregate intrinsic value of options outstanding | $ 4,396,128 | $ 8,588,909 | ||
Aggregate intrinsic value of options exercisable | 3,379,022 | 5,998,770 | ||
Unrecognized compensation cost | 2,270,855 | |||
Expense related to warrants issued for services | $ 18,000 | $ 38,000 | ||
Warrants to purchase shares of common stock in exchange for service | 202,955 | 50,000 | 75,000 | 297,000 |
Warrants to purchase shares of common stock | 7,285,654 | 8,046,821 | 1,546,308 | 1,186,300 |
Warrants to purchase shares of common stock exercise price | $ 0.76 | $ 0.71 | ||
Proceeds from warrant issued | $ 1,257,782 | $ 656,976 | $ 881,335 | $ 438,550 |
Warrant issued exercises | 1,712,529 | 888,334 | 1,379,306 | 795,095 |
2008 Stock Incentive Plan | ||||
Stock Options and Warrants | ||||
Stock options issued | 317,874 | 1,372,000 | ||
Compensation expense | $ 358,409 | $ 327,750 |
8a. Accrued Expenses (Details)
8a. Accrued Expenses (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of accrued expenses | |||
Accrued payroll | $ 913,907 | $ 1,404,815 | |
Accrued vacation | 318,684 | 292,775 | |
Other accrued liabilities | 1,327,457 | 937,313 | |
Accrued expenses | $ 3,332,893 | $ 2,560,048 | $ 2,634,903 |
9. Long-Term Debt (Details)
9. Long-Term Debt (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Long-term Debt Details | |||
Xerox Copier Lease, due in 63 monthly installments of $145.12ending in April 2018. Payments include interest at 4%. | $ 3,873 | $ 5,426 | |
Long-term debt, including current portion | 3,873 | 5,426 | |
Current portion | (1,500) | (1,500) | |
Long-term portion | $ 1,975 | $ 2,373 | $ 3,926 |
9a. Notes Payable (Details Narr
9a. Notes Payable (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
A. Notes Payable Details Narrative | ||
Notes payable | $ 1,540,693 | $ 1,670,765 |
10. Segment Information (Detail
10. Segment Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Revenue | ||||||
Revenue | $ 7,136,626 | $ 9,534,247 | $ 29,358,429 | $ 20,175,488 | ||
Income (loss) from Operations before Overhead | (2,942,525) | (246,324) | (5,908,245) | (1,126,641) | ||
Allocated Corporate Overhead | 1,430,905 | 2,488,457 | 7,354,420 | 6,414,147 | ||
Loss from Operations | (4,373,430) | (2,734,781) | (13,262,665) | (7,540,788) | ||
Assets | 35,631,305 | 48,382,689 | 30,588,804 | 11,864,640 | ||
Cyber Solutions | ||||||
Revenue | ||||||
Revenue | 680,820 | 428,588 | 2,975,583 | 4,076,050 | ||
Income (loss) from Operations before Overhead | (2,575,588) | (1,002,969) | (4,446,716) | (106,312) | ||
Allocated Corporate Overhead | 136,505 | 779,455 | 2,034,785 | 1,529,255 | ||
Loss from Operations | (2,712,093) | (1,782,424) | (6,481,501) | (1,635,567) | ||
Assets | 5,665,950 | 3,644,702 | 5,054,281 | 3,392,939 | ||
Energy Solutions [Member] | ||||||
Revenue | ||||||
Revenue | 204,992 | 522,930 | 1,794,643 | 3,134,518 | ||
Income (loss) from Operations before Overhead | (235,007) | (280,018) | (784,732) | (2,352,884) | ||
Allocated Corporate Overhead | 41,101 | 152,325 | 599,732 | 1,686,248 | ||
Loss from Operations | (276,108) | (432,343) | (1,384,464) | (4,039,132) | ||
Assets | 1,555,581 | 2,583,132 | 2,003,822 | 2,543,370 | ||
IPSA Business Advisory Solutions [Member] | ||||||
Revenue | ||||||
Revenue | 6,250,814 | 8,582,729 | 24,588,203 | [1] | 12,964,920 | [1] |
Income (loss) from Operations before Overhead | (131,930) | 1,036,663 | (676,777) | [1] | 1,332,555 | [1] |
Allocated Corporate Overhead | 1,253,299 | 1,556,677 | 4,719,903 | [1] | 3,198,644 | [1] |
Loss from Operations | (1,385,229) | (520,014) | (5,396,680) | [1] | (1,866,089) | [1] |
Assets | $ 28,409,774 | $ 42,154,855 | $ 23,530,701 | [1] | $ 5,928,331 | [1] |
[1] | The Company acquired IPSA International, Inc. on February 9, 2015 and this business is included in the Business Advisory Solutions segment as of the acquisition date. |
11. Commitments and Contingen72
11. Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Future minimum payments under non-cancelable operating leases and non-cancelable contracts | ||
2,016 | $ 1,270,509 | |
2,017 | 1,117,855 | |
2,018 | 734,166 | |
2,019 | 420,568 | |
2,020 | 342,891 | |
2,021 | 55,600 | |
Operating leases expenses | 1,342,592 | $ 677,989 |
Rent expense | $ 177,236 | $ 172,074 |
12. Related Party Transactions
12. Related Party Transactions (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
ZITO Partners [Member] | |
Related Party Transaction [Line Items] | |
Public relations and marketing expenses | $ 148,945 |
Board of Directors Chairman [Member] | |
Related Party Transaction [Line Items] | |
Due to officers | $ 222,000 |
12a. Income Taxes (Details)
12a. Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current provision: | ||||
Federal | $ 0 | $ 0 | ||
State | 0 | 0 | ||
Foreign | (81,273) | 0 | ||
Deferred provision: | ||||
federal | 1,579,747 | 0 | ||
State | 744,223 | 0 | ||
Foreign | (2,780) | 0 | ||
Income tax expense (benefit) | $ (86,982) | $ 2,261,476 | $ 2,239,917 | $ 0 |
12a. Income Taxes (Details 1)
12a. Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of the statutory federal income tax rate to the entity's effective income tax rate on income before income taxes | ||
Federal statutory rate | 34.00% | 34.00% |
State income taxes, net of federal income tax benefit | 7.00% | 0.70% |
Book derivative income (expense) | 13.40% | (14.20%) |
Dividend income from Canadian subsidiary | (6.60%) | |
Section 78 Gross up | (2.50%) | |
Stock compensation expense | (5.20%) | (1.10%) |
Acquisition costs | (2.40%) | |
Taxes related to foreign operations | 2.10% | |
Officers' life insurance | (0.70%) | (0.10%) |
Goodwill impairment | 0.00% | (6.60%) |
Intangibles impairment | 0.00% | (0.30%) |
Change in valuation allowance | (16.90%) | (10.60%) |
Other | (1.50%) | (1.80%) |
Effective income tax rate | 20.90% | 0.00% |
12a. Income Taxes (Details 2)
12a. Income Taxes (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred income tax assets: | ||
Operating loss carry forward | $ 9,608,605 | $ 5,260,000 |
Acquired NOL - Ecological acquisition | 64,654 | 164,910 |
Accrued compensation | 0 | 92,000 |
Allowance for doubtful accounts | 150,354 | 141,000 |
Transaction costs capitalized | 48,238 | 0 |
Intangible assets | 0 | 1,886,000 |
Dividend withheld tax credit | 80,819 | 0 |
Property, Plant and Equipment | 61,715 | 0 |
Charitable contribution carryforward | 8,312 | 0 |
Foreign tax credit on repatriated earnings | 436,518 | 0 |
Cumulative Eligible Capital Deduction - Canada | 54,682 | 0 |
Total deferred tax assets | 10,513,897 | 7,543,910 |
Less: valuation allowance | (9,199,787) | (7,543,910) |
Deferred income tax assets | 1,314,110 | 0 |
Deferred income tax liabilities: | ||
Intangibles Assets – IPSA acquisition | (1,116,610) | 0 |
Property and equipment | 0 | (85,000) |
Repatriated earnings of foreign subsidiaries | (141,091) | 0 |
Total deferred tax liabilities | (1,257,701) | (85,000) |
Net deferred tax assets / (liabilities) | $ 56,409 | $ (85,000) |
12a. Income Taxes (Details Narr
12a. Income Taxes (Details Narrative) | Dec. 31, 2015USD ($) |
A. Income Taxes Details Narrative | |
Valuation allowance on current and non-current deferred tax assets | $ 9,256,196 |
Valuation allowance on net operating loss carryforwards | $ 9,673,259 |
13. Liquidity and Capital Res78
13. Liquidity and Capital Resources (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Liquidity And Capital Resources Details Narrative | |||||
Cash and Cash Equivalents | $ 3,168,341 | $ 5,054,433 | $ 795,682 | $ 765,099 | $ 7,003,773 |
Increase in cash | $ 2,372,659 | $ 4,289,334 | 30,583 | (6,238,674) | |
Cash flow from operations | $ 11,800,000 | $ 5,500,000 |
14. Subsequent Events (Details
14. Subsequent Events (Details Narrative) | Dec. 31, 2015USD ($) |
Class B Preferred Stock | |
Accrued Dividends | $ 6,857 |
16. Employee Benefit Plan (Deta
16. Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Benefit Plan Details Narrative | ||
Contributions to the plan by the employer | $ 50,140 | $ 51,296 |
17. Advertising (Details Narrat
17. Advertising (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Advertising Details Narrative | ||
Advertising expense | $ 25,097 | $ 4,435 |
18. Major Customers (Details Na
18. Major Customers (Details Narrative) - Customers | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number of major customer | 5 | |
Customer Concentration Risk [Member] | ||
Percentage of total revenue | 50.00% | 34.00% |
20. Summary Pro-Forma Financi83
20. Summary Pro-Forma Financial Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summarizes of unaudited pro-forma data | ||
Net revenues | $ 34,390,577 | $ 61,454,454 |
Operating loss | $ (12,841,292) | $ (7,109,581) |
Net loss per share - basic | $ (0.18) | $ (0.18) |
Net loss per share - diluted | $ (0.18) | $ (0.18) |