Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 29, 2019 | Jun. 30, 2018 | |
Document Information [Line Items] | |||
Entity Registrant Name | Net Element, Inc. | ||
Entity Central Index Key | 0001499961 | ||
Trading Symbol | nete | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Common Stock, Shares Outstanding (in shares) | 3,865,467 | ||
Entity Public Float | $ 22,904,233 | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash | $ 1,645,481 | $ 11,285,669 |
Accounts receivable, net | 6,290,412 | 5,472,856 |
Prepaid expenses and other assets | 1,749,221 | 2,282,614 |
Total current assets, net | 9,685,114 | 19,041,139 |
Equipment, net | 25,335 | 58,268 |
Intangible assets, net | 6,441,743 | 3,127,760 |
Goodwill | 9,007,752 | 9,643,752 |
Other long term assets | 604,070 | 460,511 |
Total assets | 25,764,014 | 32,331,430 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 6,368,444 | 6,785,459 |
Accrued expenses | 2,535,947 | 3,212,438 |
Deferred revenue | 1,495,849 | 1,712,591 |
Notes payable (current portion) | 433,448 | 2,493,973 |
Due to related party | 387,814 | 461,992 |
Total current liabilities | 11,221,502 | 14,666,453 |
Notes payable (net of current portion) | 5,946,046 | 4,521,449 |
Total liabilities | 17,167,548 | 19,187,902 |
STOCKHOLDERS' EQUITY | ||
Series A Convertible Preferred stock ($.0001 par value, 1,000,000 shares authorized, no shares issued and outstanding at December 31, 2018 and December 31, 2017) | ||
Common stock ($.0001 par value, 100,000,000 shares authorized and 3,863,019 and 3,853,100 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively) | 386 | 385 |
Paid in capital | 183,246,232 | 183,119,222 |
Accumulated other comprehensive loss | (2,232,163) | (2,530,238) |
Accumulated deficit | (172,292,252) | (167,356,070) |
Stock subscriptions receivable | (50,585) | |
Non-controlling interest | (125,737) | (39,186) |
Total stockholders' equity | 8,596,466 | 13,143,528 |
Total liabilities and stockholders' equity | $ 25,764,014 | $ 32,331,430 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 3,863,019 | 3,853,100 |
Common stock, shares outstanding (in shares) | 3,863,019 | 3,853,100 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net revenues | $ 65,786,817 | $ 60,064,824 |
Costs and expenses: | ||
Cost of revenues | 55,617,171 | 51,237,212 |
Selling, general and administrative | 9,758,688 | 10,629,773 |
Non-cash compensation | 142,017 | 2,940,424 |
Bad debt expense | 2,145,425 | 1,320,848 |
Depreciation and amortization | 2,454,637 | 2,533,985 |
Total costs and operating expenses | 70,117,938 | 68,662,242 |
Loss from operations | (4,331,121) | (8,597,418) |
Interest expense | (847,179) | (1,189,622) |
Other income | 791,567 | 236,009 |
Impairment charge relating to goodwill | (636,000) | 0 |
(4,007,669) | (10,023,049) | |
Income taxes | ||
Net loss from continuing operations | (5,022,733) | (10,023,049) |
Net loss attributable to the non-controlling interest | 86,551 | 109,564 |
Net loss attributable to Net Element, Inc. stockholders | (4,936,182) | (9,913,485) |
Foreign currency translation | 298,075 | (43,622) |
Comprehensive loss attributable to common stockholders | $ (4,638,107) | $ (9,957,108) |
Loss per share - basic and diluted (in dollars per share) | $ (1.28) | $ (5.04) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 3,868,324 | 1,967,676 |
Service Fees [Member] | ||
Net revenues | $ 65,786,817 | $ 58,723,928 |
Costs and expenses: | ||
Cost of revenues | 55,617,171 | 49,934,371 |
Branded content [Member] | ||
Net revenues | 1,340,896 | |
Costs and expenses: | ||
Cost of revenues | $ 1,302,841 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscriptions [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2016 | 1,535,350 | ||||||
Balance at Dec. 31, 2016 | $ 154 | $ 163,920,066 | $ (2,486,616) | $ 70,378 | $ (157,442,585) | $ 4,061,397 | |
Shares issued in connection with reverse stock split (in shares) | 3,117 | ||||||
Shares issued in connection with reverse stock split | $ 0.31 | 1 | 1 | ||||
Share based compensation (in shares) | 242,324 | ||||||
Share based compensation | $ 24 | 2,850,155 | 2,850,179 | ||||
Shares issued for acquisitions (in shares) | 13,082 | ||||||
Shares issued for acquisitions | $ 1 | 105,965 | 105,966 | ||||
Shares issued to settle merchant liabilities (in shares) | 30,759 | ||||||
Shares issued to settle merchant liabilities | $ 3 | 252,220 | 252,223 | ||||
Shares issued for consulting services (in shares) | 19,896 | ||||||
Shares issued for consulting services | $ 2 | 228,416 | (50,585) | 177,833 | |||
Shares issued in connection with debt restructuring (in shares) | 127,406 | ||||||
Shares issued in connection with debt restructuring | $ 13 | 758,181 | 758,194 | ||||
Shares issued under ESOUSA/Cobblestone agreements (in shares) | 1,881,165 | ||||||
Shares issued under ESOUSA/Cobblestone agreements | $ 188 | 15,004,217 | 15,004,405 | ||||
Net loss | (109,564) | (9,913,485) | (10,023,049) | ||||
Comprehensive gain (loss) - foreign currency translation | (43,622) | (43,622) | |||||
Balance (in shares) at Dec. 31, 2017 | 3,853,100 | ||||||
Balance at Dec. 31, 2017 | $ 385.31 | 183,119,222 | (50,585) | (2,530,238) | (39,186) | (167,356,070) | 13,143,528 |
Share based compensation (in shares) | 9,919 | ||||||
Share based compensation | $ 0.99 | 127,010 | 127,011 | ||||
Shares issued for consulting services (in shares) | |||||||
Shares issued for consulting services | 50,585 | 50,585 | |||||
Net loss | (86,551) | (4,936,182) | (5,022,733) | ||||
Comprehensive gain (loss) - foreign currency translation | 298,075 | 298,075 | |||||
Balance (in shares) at Dec. 31, 2018 | 3,863,019 | ||||||
Balance at Dec. 31, 2018 | $ 386.30 | $ 183,246,232 | $ (2,232,163) | $ (125,737) | $ (172,292,252) | $ 8,596,466 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss attributable to Net Element, Inc. stockholders | $ (4,936,182) | $ (9,913,485) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-controlling interest | (86,551) | (109,564) |
Share based compensation | 142,017 | 2,940,424 |
Deferred revenue | (216,742) | 356,619 |
Net Non cash items in other income | (1,202,201) | |
Impairment for Goodwill | 636,000 | 0 |
Provision for bad debt | 16,238 | |
Depreciation and amortization | 2,454,637 | 2,533,985 |
Non cash interest | 73,442 | 114,802 |
Changes in assets and liabilities: | ||
Accounts receivable | (1,503,755) | 3,002,425 |
Prepaid expenses and other assets | 384,403 | (1,047,811) |
Accounts payable and accrued expenses | 971,202 | (2,943,154) |
Net cash used in operating activities | (3,267,492) | (5,065,759) |
Cash flows from investing activities: | ||
Purchase of portfolios and client acquisition costs | (5,413,264) | (1,885,098) |
Receipt of excess deposits | 149,826 | |
Purchase of equipment and changes in other assets | (114,931) | (103,341) |
Net cash used in investing activities | (5,528,195) | (1,838,613) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 14,884,435 | |
Proceeds from indebtedness | 2,131,500 | 3,678,824 |
Repayment of indebtedness | (2,785,134) | (998,780) |
Net cash (used in) provided by financing activities | (653,634) | 17,564,479 |
Effect of exchange rate changes on cash | (34,399) | (20,899) |
Net (decrease) increase in cash | (9,483,720) | 10,639,208 |
Cash and restricted cash at beginning of year | 11,733,271 | 1,094,063 |
Cash and restricted cash at end of year | 2,249,551 | 11,733,271 |
Supplemental disclosure of cash flow information | ||
Interest | 773,737 | 1,074,820 |
Taxes | 61,871 | 86,942 |
Shares issued for redemption of indebtedness | 379,874 | |
Shares issued in settlement of related party debt | $ 378,253 |
Note 1 - Organization and Opera
Note 1 - Organization and Operations | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | NOTE 1. Net Element, Inc. (collectively with its subsidiaries, “Net Element”, “we”, “us”, “our” or the “Company”) is a financial technology-driven group specializing in payment acceptance and value-added solutions across multiple channels in the United States and selected international markets. We are differentiated by our proprietary technology which enables us to provide a broad suite of payment products and end-to-end transaction processing services. Our transactional services business enables merchants to accept credit cards as well as other forms of payment, including debit cards, checks, gift cards, loyalty programs and alternative payment methods in traditional card-present or swipe transactions, as well as card- not December 31, 2018, two fourth 2017, one three We are able to deliver our services across multiple points of access, or “multi-channel,” including brick and mortar locations, software integration, e-commerce, mobile operator billing, mobile and tablet-based solutions. In the United States, via our U.S. based subsidiaries, we generate revenues from transactional services and other payment technologies for small and medium-sized businesses. Through PayOnline, we provide transactional services, mobile payment transactions, online payment transactions and other payment technologies in emerging countries in the Russian Federation, Eurasian Economic Community ("EAEC"), Europe and Asia. Our transactional services business enables merchants to accept credit cards as well as other forms of payment, including debit cards, checks, gift cards, loyalty programs and alternative payment methods in traditional card-present or swipe transactions, as well as card- not third ® ® ® ® may Our Mobile Solutions business, PayOnline, provides relationships and contracts with mobile operators that gives us the ability to offer our clients in-app, premium SMS (short message services, which is a text messaging service), Wireless Application Protocol (WAP)-click, one August 2017, not Also part of our transactional services business, Aptito is a proprietary, cloud-based payments platform for the hospitality industry, which creates an online consumer experience in offline commerce environments via tablet, mobile and all other cloud-connected devices. Aptito’s easy to use point-of-sale (“POS”) system makes things easier by providing a comprehensive solution to the hospitality industry to help streamline management and operations. Orders placed tableside by customers directly speed up the ordering process and improve overall efficiency. Aptito's mobile POS system provides portability to the staff while performing all the same functions as a traditional POS system. |
Note 2 - Liquidity
Note 2 - Liquidity | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Liquidation Basis of Accounting [Text Block] | NOTE 2. LIQUIDITY We expect to fund our operating cash needs for the next twelve The Company is continuing with its plan to further fund, grow and expand its payment processing operations through organic growth and acquisition of profitable residual buyouts (See Note 4 To fund our operating cash needs, we may December 31, 2018 $10.8 |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. The Company’s significant accounting policies are described below. Basis of Presentation T Principles of Consolidation These consolidated financial statements include the accounts of Net Element, Inc and our subsidiary companies. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain reclassifications of prior year amounts have been made to conform to the 2018 no Cash We maintain our U.S. dollar-denominated cash in several non-interest bearing bank deposit accounts. All U.S. non-interest bearing transaction accounts are insured up to a maximum of $250,000 $0.6 $10.6 December 31, 2018 December 31, 2017, December 31, 2017 $74,000 $186,000 December 31, 2018 2017, Restricted Cash Restricted cash represents funds held-on-deposit with processing banks pursuant to agreements to cover potential merchant losses. It is presented as other long-term assets on the accompanying consolidated balance sheets since the related agreements extend beyond the next twelve 2016 18, Statement of Cash Flows: Restricted Cash 230 December 31, 2018 December 31, 2017 Cash on consolidated balance sheet $ 1,645,481 $ 11,285,669 Restricted cash 604,070 447,602 $ 2,249,551 $ 11,733,271 Accounts Receivable and Credit Policies Accounts receivable consist primarily of uncollateralized credit card processing residual payments due from processing banks requiring payment within thirty not Inventories Inventories consist of point-of-sale equipment which we use to service both merchants and independent sales agents ("ISG"). Often, we will provide the equipment as an incentive for merchants and independent sales agents to enter into a merchant contracts with us. The term of these contracts has an average length of three $526,000 $507,000 December 31, 2018 2017, $727,000 $501,000 December 31, 2018 2017, Amortization expense for the equipment placed in service for the years ended December 31, 2018 2017 $296,000 $189,000, Intangible Assets Intangible assets acquired, either individually or with a group of other assets (but not not December 31, 2018 2017. The cost of internally developing, maintaining and restoring intangible assets (including goodwill) that are not Intangible assets include acquired merchant relationships, recurring cash flow portfolios, referral agreements, trademarks, tradenames, website development costs and non-compete agreements. Merchant relationships represent the fair value of customer relationships purchased by us. Recurring cash flow portfolios give us the right to retain a greater share of the cash flow, in the form of paying less commissions to an independent sales agent, related to certain future transactions with the agent referred sales partners. Referral agreements represent the right to exclusively obtain referrals from a partner for their customers' credit card processing services. We amortize definite lived identifiable intangible assets using a method that reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed or otherwise utilized. The estimated useful lives of our customer-related intangible assets approximate the expected distribution of cash flows on a straight-line basis from each asset. The useful lives of contract-based intangible assets are equal to the terms of the agreement. Management evaluates the remaining useful lives and carrying values of long-lived assets, including definite lived intangible assets, at least annually, or when events and circumstances warrant such a review, to determine whether significant events or changes in circumstances indicate that a change in the useful life or impairment in value may no December 31, 2018 2017. Goodwill In accordance with ASC 350, Intangibles—Goodwill and Other Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may We have the option of performing a qualitative assessment of impairment to determine whether any further quantitative testing for impairment is necessary. The option of whether or not may not January 1, 2017 No. 2017 04, not At December 31, 2018, $636,000 2019, For a discussion of the estimate methodology and the significance of various inputs, please see the subheading below titled “Use of Estimates.” We have determined that we have two December 31, 2018 2017 none Capitalized Customer Acquisition Costs, Net Capitalized customer acquisition costs consist of up-front cash payments made to ISG’s for the establishment of new merchant relationships. Capitalized customer acquisition costs represent incremental, direct customer acquisition costs that are recoverable through gross margins associated with merchant contracts. The up-front cash payment to the ISG is based on the estimated gross margin for the first not four 6 Client Acquisition Costs Accrued Residual Commissions We record commissions as a cost of revenues in the accompanying consolidated statement of operations and comprehensive loss. We pay agent commissions to ISGs and independent sales agents based on the processing volume of the merchants enrolled. The commission obligations are based on varying percentages of the volume processed by us on behalf of the merchants. Percentages vary based on the program type and transaction volume of each merchant. Fair Value Measurements Our financial instruments consist primarily of cash, accounts receivables, accounts payables. The carrying values of these financial instruments are considered to be representative of their fair values due to the short-term nature of these instruments. The carrying amount of the long-term debt of approximately $6.4 $7.0 December 31, 2018 2017, not 2 We measure certain nonfinancial assets and liabilities at fair value on a nonrecurring basis. Fair value is defined 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 at the measurement date. We use a three three Level 1 Level 2 Level 3 not These non-financial assets and liabilities include intangible assets and liabilities acquired in a business combination as well as impairment calculations, when necessary. The fair value of the assets acquired and liabilities assumed in connection with the PayOnline acquisition, were measured at fair value by us at the acquisition date. The fair values of our merchant portfolios are primarily based on Level 3 3. 3. Revenue Recognition and Deferred Revenue We recognize revenue when all of the following criteria are met: ( 1 2 3 4 5 not not Our transactional processing fees are generated primarily from TOT Payments doing business as Unified Payments, which is our North American Transaction Solutions segment, PayOnline, which is our Russian online transaction processing company, and Aptito, which is our point of sale solution for restaurants. We work directly with payment card networks and banks so that our merchants do not The majority of our revenues is derived from volume-based payment processing fees ("discount fees”) and other related fixed transaction or service fees. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed. Discount fees are recognized at the time the merchants’ transactions are processed. Generally, where we have control over merchant pricing, merchant portability, credit risk and ultimate responsibility for the merchant relationship, revenues are reported at the time of sale on a gross basis equal to the full amount of the discount charged to the merchant. This amount includes interchange fees paid to card issuing banks and assessments paid to payment card networks pursuant to which such parties receive payments based primarily on processing volume for particular groups of merchants. Revenues generated from merchant portfolios where we do not Revenues are also derived from a variety of fixed transaction or service fees, including authorization fees, convenience fees, statement fees, annual fees, and fees for other miscellaneous services, such as handling chargebacks. Revenues derived from service fees are recognized at the time the services are performed and there are no no We primarily report revenues gross as a principal versus net as an agent. Although some of our processing agreements vary with respect to specific terms, the transactional processing service fees collected from merchants generally are recognized as revenue on a gross basis as we are the principal in the delivery of the managed payments solutions to the sellers. The gross fees we collect are intended to cover the interchange, assessments and other processing and non-processing fees which are included and are part of our gross margin. We have primary responsibility for providing end-to-end payment processing services for our clients. Our clients contract us for all credit card processing services, including transaction authorization, settlement, dispute resolution, data/transmission security, risk management, reporting, technical support and other value-added services. We have concluded that we are the principal because we control the services before delivery to the merchant, and are primarily responsible for the delivery of the services, have discretion in setting prices charged to merchants, and responsible for losses. We also have pricing latitude and can provide services using several different network options. Adoption of ASC 606, On January 1, 2018, 606 not January 1, 2018. January 1, 2018 606, not 605 45 Revenue Recognition-Principal Agent Considerations The cumulative impact of adopting ASC 606 no January 1, 2018. 606 With Before Implementation Implementation Effect of of ASC 606 of ASC 606 Implementation Revenue $ 65,786,817 $ 67,726,298 $ (1,939,481 ) Costs (55,617,171 ) (57,556,652 ) $ 1,939,481 Net effect of ASC 606 implementation $ - There was no Net Loss per Share Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares issuable upon exercise of common stock options or warrants. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize net deferred tax assets to the extent that we believe these assets are more likely than not We account for uncertainty in income taxes using a two first not second 50% one December 31, 2012 December 31, 2018. Interchange, Network Fees and Other Cost of Services Interchange and network fees consist primarily of fees that are directly related to discount fee revenue. These include interchange fees paid to issuers and assessment fees payable to card associations, which are a percentage of the processing volume we generate from Visa and Mastercard, AMEX, and Discover, as well as fees charged by card-issuing banks. Other costs of services include costs directly attributable to processing and bank sponsorship costs, which may not Advertising and Promotion Costs Advertising and promotion costs are expensed as incurred. Advertising expense was approximately $154,000 $89,000 December 31, 2018 2017, Equity-based Compensation We account for grants of equity awards to employees in accordance with ASC 718, Compensation—Stock Compensation Equity-based compensation was approximately $100,000 $2.9 December 31, 2018 2017, Foreign Currency Transactions We are subject to exchange rate risk in our foreign operations in Russia, the functional currency of which is the Russian ruble, where we generate service fee revenues, interest income or expense, incur product development, engineering, website development, and selling, general and administrative costs and expenses. Our Russian subsidiaries pay a majority of their operating expenses in their local currencies, exposing us to exchange rate risk. Use of Estimates The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the reporting period. Such estimates include, but are not not Below is a summary of the Company’s critical accounting estimates for which the nature of management’s assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and for which the impact of the estimates and assumptions on financial condition or operating performance is material. Goodwill The Company tests goodwill for impairment using a fair value approach at least annually, absent some triggering event that would require an interim impairment assessment. Significant estimates and assumptions are used in our goodwill impairment review and include the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units and determining the fair value of each reporting unit. Our assessment of qualitative factors involves significant judgments about expected future business performance, general market conditions, and regulatory changes. In a quantitative assessment, the fair value of each reporting unit is determined based largely on the present value of projected future cash flows, growth assumptions regarding discount rates, estimated growth rates and our future long-term business plans. Changes in any of these estimates or assumptions could materially affect the determination of fair value and the associated goodwill impairment charge for each reporting unit. Rec ently Issued Accounting Pronouncements In January 2017, 2017 04 350 2 not December 15, 2019 not In June 2016, 2016 13, 326 January 1, 2020. January 1, 2019. not In February 2016, 2016 02, December 15, 2018, 2016 02 |
Note 4 - Acquisitions
Note 4 - Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 4. During the year ended December 31, 2018 no 2017. Acquisitions of Recurring Cash Flow Portfolios From time to time, the Company acquires future recurring revenue streams from sales agents in exchange for an upfront cash payment. This results in an increase in net cash flow to the Company. The acquisitions of recurring cash flows are treated as asset acquisitions, resulting in recording a recurring cash flow portfolio intangible asset, at cost, on the date of acquisition. These assets are amortized over a straight-line period of approximately four 6 Portfolio and Clients Lists Universal Partners, LLC On July 30, 2018, $2,700,000 The Advance Amount is to be repaid to us whereby each and every month, commencing from July 1, 2018 ( 24 June 30, 2020 ( At the end of the Advance Period (the “Transfer Date”), we and the Seller have agreed to create a new static portfolio pool of mutually agreed residual income from Seller ISO codes comprising merchant accounts boarded by the Seller under the Combined Marketing Agreements that on the Transfer are generating at least $120,000 80% 20% During 2018, $2.5 Argus Merchant Services, LLC On December 26, 2018, $1,426,000. On December 27, 2018, $1,150,000 January 2019 ( 24 At the end of the Advance Period (the “Transfer Date”), we will receive an ownership interest in a portfolio of cash flow assets by creating with the Seller, a new static portfolio pool of mutually agreed residual income from Seller ISO codes comprising merchant accounts boarded by the Seller under the Combined Marketing Agreements. During the 2018, $1.2 Referral Agreements From time to time, we enter into referral agreements with ISG’s or other organizations (“referral partner”). Under these agreements, the referral partner exclusively refers its customers to us for credit card processing services. Consideration paid for these agreements for the years ended December 31, 2018 2017 $1.6 $1.8 four 6 Client Acquisition Costs |
Note 5 - Accounts Receivable
Note 5 - Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 5. Accounts receivable, net of allowance for doubtful accounts, consist of amounts due from merchant service providers and to a lesser extent Russian mobile operator intermediaries. Net accounts receivable amounted to approximately $6.3 $5.5 December 31, 2018 2017, $6.2 $5.4 $74,000 $58,000, December 31, 2018 2017, Our allowance for doubtful accounts was approximately $214,000 $257,000 December 31, 2018 2017, may |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 6. The Company had approximately $6.4 $3.1 December 31, 2018 2017, Intangible assets consisted of the following as of December 31, 2018 Cost Accumulated Amortization Carrying Value Amortization Life and Method IP Software $ 2,309,291 $ (2,139,891 ) $ 169,400 3 years - straight-line Portfolios and Client Lists 7,576,665 (4,333,866 ) 3,242,799 4 years - straight-line Client Acquisition Costs 6,370,124 (3,340,581 ) 3,029,544 4 years - straight-line PCI Certification 449,000 (449,000 ) - 3 years - straight-line Trademarks 703,586 (703,586 ) - 3 years - straight-line Domain Names 437,810 (437,810 ) - 3 years - straight-line $ 17,846,476 $ (11,404,732 ) $ 6,441,743 Intangible assets consisted of the following as of December 31, 2017 Cost Accumulated Amortization Carrying Value Amortization Life and Method IP Software $ 2,274,693 $ (2,171,803 ) $ 102,890 3 years - straight-line Portfolios and Client Lists 5,213,911 (4,939,857 ) 274,054 3 years - straight-line Client Acquisition Costs 4,812,474 (2,377,139 ) 2,435,335 3 years - straight-line PCI Certification 449,000 (361,694 ) 87,306 3 years - straight-line Trademarks 702,192 (570,383 ) 131,809 3 years - straight-line Domain Names 435,956 (339,590 ) 96,366 3 years - straight-line $ 13,888,226 $ (10,760,466 ) $ 3,127,760 During the year ended December 31, 2018, $1.4 Amortization expense for the intangible assets was approximately $2.1 $2.3 December 31, 2018 2017, The following table presents the estimated aggregate future amortization expense of intangible assets: 2019 $ 1,561,829 2020 1,561,829 2021 1,561,829 2022 1,505,362 2023 250,894 Balance December 31, 2018 $ 6,441,743 |
Note 7 - Accrued Expenses
Note 7 - Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 7. At December 31, 2018 December 31, 2017, $2.5 $3.2 not December 31, 2018 December 31, 2017. December 31, 2018 December 31, 2017 Accrued professional fees $ 174,915 $ 241,281 PayOnline accrual 1,126,273 1,438,900 Accrued interest 108,202 145,264 Accrued bonus 1,157,556 1,249,852 Accrued foreign taxes (45,952 ) 137,141 Other accrued expenses 14,953 - $ 2,535,947 $ 3,212,438 On October 25, 2016, $1,433,475 December 31, 2017, $252,223 December 31, 2018 2017, $1.1 Included in accrued bonus are non-discretionary compensation due to our Chairman and CEO, approximating $ 8 66,000 $1.0 December 31, 2018 2017, $291,000 $244,000 December 31, 2018 2017 |
Note 8 - Notes Payable
Note 8 - Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 8 . NOTES PAYABLE Notes payable consist of the following: December 31, 2018 December 31, 2017 RBL Capital Group, LLC $ 6,512,268 $ 4,544,087 Priority Payments Systems LLC - 2,238,511 MBF Merchant Capital, LLC - 341,804 Subtotal 6,512,268 7,124,402 Less: deferred loan costs (132,774 ) (108,980 ) Subtotal 6,379,494 7,015,422 Less: current portion (433,448 ) (2,493,973 ) Long term debt $ 5,946,046 $ 4,521,449 RBL Capital Group, LLC Effective June 30, 2014, 18 $10 13.90% 10.65%. November 30, 2015 three not 13% 18.635% May 2, 2016, $10 $15 February 2019. December 31, 2018, $10.5 The co-borrowers’ obligations to RBL pursuant to the RBL Loan Agreement are secured by a first not Borrowings from the Credit Facility in the amounts of $3,315,000, $400,000 $250,000 March 20, 2018, $4,544,087 August 2017. four 4 14.19%, $85,634 August 2018 July 2021, $3,170,967 July 2021. $133,600 July 2021. On December 28, 2018, $2,131,500, 14%. December 20, 2019 one 1 $18,804, eleven 11 $24,867. January 20, 2020, thirty-six 36 $72,850, December 20, 2022 The Credit Facility that was renewed on May 2, 2016, $8.3 MBF Merchant Capital, LLC We issued the following note payable to MBF, an entity owned by William Healy, a former member of our Board of Directors. On August 29, 2017, $275,000 13.95% ten $29,289. 2% 4% 2018. Priority Payment Systems LLC Effective May 18, 2017, May 18, 2017. $2,000,000. 6% 10.25% December 31, 2018 2017, may May 20, 2019 not Pursuant to the security agreement, the loan is secured by collateral consisting of accounts, cash or cash equivalents, residuals related to the merchants originated by us and processed by PPS. The loan agreement, the note and the security agreement contain customary representations, warranties, events of default, remedies and affirmative and negative covenants, as well as the right of first Effective May 17, 2017, On June 27, 2017, (i) The original term loan was modified into a multi - draw loan with an increase of the borrowing limit to $2,500,000 (ii) The loan maturity was extended to May 20, 2021. The draw-down period was extended to coincide with the loan maturity date of May 20, 2021. Scheduled Notes Payable Principal Repayment at December 31, 2018 2019 $ 433,448 2020 1,113,323 2021 4,154,137 2022 811,360 2023 - Balance December 31, 2018 $ 6,512,268 |
Note 9 - Concentrations
Note 9 - Concentrations | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | NOTE 9 . CONCENTRATIONS Credit card processing revenues are from merchant customer transactions, which were processed primarily by one third 5% December 31, 2018 2017. For the year ended December 31, 2018, 61% 20% For the year ended December 31, 2017, 77% 5.2% |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 . COMMITMENTS AND CONTINGENCIES Minimum Processing Commitments We have non-exclusive agreements with several processors to provide services related to transaction processing and transmittal, transaction authorization and data capture, and access to various reporting tools. Certain of these agreements require us to submit a minimum monthly number of transactions for processing. If we submit a number of transactions that is lower than the minimum, we are required to pay to the processor the fees it would have received if we had submitted the required minimum number of transactions. As of December 31, 2018, 2019 $ 558,700 2020 614,300 2021 670,730 2022 60,000 2023 70,000 Thereafter 80,000 Total $ 2,053,730 Leases North American Transaction Solutions During May 2013, 4,101 3363 163rd 705 707, 33160. May 1, 2013 December 31, 2016, $16,800 $19,448 $233,377 January 1, 2016 December 31, 2016. five August 1, 2017 July 31, 2022 $14,354 $172,248 Net Element Software, our subsidiary, currently leases 1,654 $24,300. June 1, 2019. International Transaction Solutions PayOnline leased approximately 4,675 $84,457 September 30, 2018. 3,385 $56,000 August 31, 2019. We believe that our current facilities are suitable and adequate for our present purposes, and we anticipate that we will be able to extend our existing leases on terms satisfactory to us or move to new facilities on acceptable terms. Future maturities of lease agreements are as follow: 2019 $ 238,548 2020 172,248 2021 172,248 2022 100,478 Total $ 683,522 Liti gation, Claims, and Assessments With respect to all legal, regulatory and governmental proceedings, and in accordance with ASC 450 20, Contingencies—Loss Contingencies no may In addition, we are involved in ordinary course legal proceedings, which include all claims, lawsuits, investigations and proceedings, including unasserted claims, which are probable of being asserted, arising in the ordinary course of business and otherwise not Aptito.com, Inc. On August 6, 2014, 11th 125,000 125,000 two one ten 125,000 two one ten two one ten 125,000 two one ten On July 18, 2017, not 125,000 August 6, 2014. In March 2018, 125,000 not In July 2018, April 2019. Gene Zell In June 2014, October 2014, On April 13, 2015, August 26, 2015, March 2017 In 2018, OVHA Patent Claim On January 15, 2019, no 3 rd Other Legal Matters During December 2017, 19,000 February 26, 2018, not $221,000 first 2018. fourth 2018, $50,000. |
Note 11 - Related Party Transac
Note 11 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 11 . RELATED PARTY We and our subsidiary, TOT Group, Inc., previously entered into certain term loan notes with MBF, Merchant Capital, LLC ("MBF"), which were paid off during the year ended December 31, 2018 ( 8 On March 1, 2017, $348,083 18 12% $3,481 September 30, 2018 one October 1, 2018. October 20, 2017, $374,253 67,312 12 During the years ended December 31, 2018 2017, $72,000 $98,000, $739,000 $346,000 December 31, 2018 2017, At December 31, 2018 2017, $388,000 $462,000, related party |
Note 12 - Stockholders' Equity
Note 12 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 12 . STOCKHOLDERS’ EQUITY On October 5, 2017, one ten On June 12, 2015 June 13, 2016, 100,000,000 300,000,000 400,000,000, October 2, 2017, 300,000,000 100,000,000. Agreement with Cobblestone On July 5, 2017, $10 30 $200,000 3 August 3, 2017, 45,676 $4.38 1.3 2017 $6.2 $4.71 Equity Incentive Plan Activity On December 5, 2013, 2013 “2013 2013 may one 422 1986, may not may not On November 27, 2018, 2013 178,900 773,000 2013 20% December 31, 2018. The maximum aggregate number of shares of common stock available for award under the 2013 December 31, 2018 2017 323,498 168,374, 2013 2013 During the years ended December 31, 2018 2017, 2013 $85,786 $130,499, At December 31, 2018 2017, 74,004 $15.52 7.77 8.77 December 31, 2018 2017. On February 28, 2017, 2013 (i) 45,105 50% 50% 4 (ii) 62,668 50% 50% 4 On December 28, 2017, 134,161 2013 Agreement with Crede CG III, Ltd. On May 2, 2016, $3,965,000 March 3, 2017, December 31, 2016 August 31, 2017. For the year ended December 31, 2017, 60,944 $330,969 $3,315,000 $6.83. $52,972. Agreements with ESOUSA Holdings On July 6, 2016, $10 30 $200,000, 3 In connection with the aforementioned ESOUSA Purchase Agreement, we issued the 168,266 $8.45 December 31, 2017. no December 31, 2018. On December 29, 2017, 350,553 $0.0001, $11.12 404,676 five $0.125 $11.12 323,907 five $0.01 $7.6 Other Stock Issuances On July 19, 2017, 30,759 $252,223 $1.4 7 On February 28, 2017, 47,139 October 2017. 2013 October 2017. $300,000 March, 2018. On October 20, 2017, 11 $374,253 67,312 |
Note 13 - Warrants and Options
Note 13 - Warrants and Options | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 13 . WARRANTS AND OPTIONS Options In February 28, 2017, 45,106 $8.10 10 At December 31, 2018 2017, 234,218 4,497 $8.10 $134.00 8.17 1.70 December 31, 2018. Due to the high level of volatility in the stock price of our common stock, our management determined the grant date fair value of the options granted during the year ended December 31, 2017 no 2018. Warrants In 2013, 89,400 October 1, 2017. In connection with the aforementioned unit purchase agreement with ESOUSA, on December 29, 2017 404,676 five $0.125 $11.12 323,907 five $0.01 At December 31, 2018 2017, 728,583 89,389 December 31, 2018, $6.18 4 no 2018. Non-Incentive Plan Options At December 31, 2018 2017, 323,498 $21.84 1.92 December 31, 2018. December 31, 2018 2017 no |
Note 14 - Income Taxes
Note 14 - Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 14 . INCOME TAXES The components of income (loss) before income tax provision are as follows: December 31, December 31, 2018 2017 United States $ (11,214,581 ) $ (7,865,421 ) Foreign 7,206,912 (2,157,628 ) $ (4,007,669 ) $ (10,023,049 ) There was no December 31, 2018 December 31, 2017. $67,002 $70,033 December 31, 2018 December 31, 2017, The following is a reconciliation of the effective income tax rate with the U.S. federal statutory income tax rate at: December 31, December 31, 2018 2017 U. S. Federal statutory income tax rate 21.00 % 34.00 % State income tax, net of federal tax benefit 5.10 % 4.10 % Currency translation adjustment 5.20 % (2.20 %) Foreign income tax 1.70 % (0.90 %) Difference in foreign tax rates (2.10 %) 5.20 % Change in valuation allowance (29.20 %) (28.90 %) Change in tax rates - (12.20 %) Effective income tax rate 1.7 % (0.90 %) The effective tax rate on operations of 1.7% December 31, 2018 21%, 0.9% December 31, 2017 34% On December 22, 2017, 1986, 21 January 1, 2018. A new federal tax on Global Intangible Low – Taxed Income (GILTI) was enacted for the tax year beginning after December 31, 2017. Significant components of our deferred tax assets and liabilities are as follows: December 31, December 31, 2018 2017 Deferred tax assets: Net operating loss carry forwards $ 15,657,776 $ 14,800,451 Stock based compensation (356,049 ) 741,275 Basis difference in goodwill 1,161,577 1,471,976 Basis difference in fixed assets - 8,792 Basis difference in intangible assets 1,564,483 1,313,547 Allowance for bad debt (US) - - Stock price guarantee adjustment - - Valuation allowance for deferred tax assets (18,027,787 ) (18,336,041 ) Total deferred tax assets - - Deferred tax liabilities: Basis difference in goodwill - - Basis difference in fixed assets - - Basis difference in intangible assets - - Total deferred tax liabilities - - Net deferred taxes $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts of assets and liabilities used for income tax purposes. According to the GILTI rules, the income from foreign corporations reduce the net operating losses (‘NOLs”). At December 31, 2018, $67.3 December 31, 2017, $56.8 $6.8 $14.0 December 31, 2018 2017, $0.3 2018. 2018 may not $17.8 January 1, 2018 two twenty December 31, 2017 80% The timing and manner in which we will be able to utilize some of its NOLs is limited by Section 382 1986, 382 one 5% 50% three June 10, 2014, 382, 382 may $2.4 2018, $2.4 382 382 10.9 $20.6 $31.5 December 31, 2018 The open United States tax years subject to examination with respect to our operations are 2015, 2016 2017. |
Note 15 - Other Income
Note 15 - Other Income | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Other Income and Other Expense Disclosure [Text Block] | NOTE 15. Included in net other income for the year ended December 31, 2018, $675,000 not |
Note 16 - Segment Information
Note 16 - Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | NOTE 16. Prior to the fourth 2017, three two Our reportable segments are business units that offer different products and services in different geographies. The reportable segments are each managed separately because they offer distinct products, in distinct geographic locations, with different delivery and service processes. North America Transaction Solutions Our North American Transaction Solutions business segment consists of the former Unified Payments business and Aptito. This segment operates primarily in North America. In March 2013, In April 2013, 80% International Transaction Solutions Our International Transaction Solutions segment consists of PayOnline, which includes our mobile payments operations, primarily located in Russia. PayOnline provides a secure online payment processing system to accept bank card payments for goods and services. In June 2012, 2015, 2017 no 2018. Segment Summary Information Geographic Summary Information 2018 Revenues 2018 Long- Lived Assets 2017 Revenues 2017 Long- Lived Assets North America $ 59,138,552 $ 13,672,169 $ 51,138,327 $ 9,778,888 Russia and CIS 6,648,265 2,406,732 8,926,497 3,511,403 The following tables present financial information of our reportable segments at and for the years ended December 31, 2018 2017. Twelve months ended December 31, 2018 North American Transaction Solutions International Transaction Solutions Corp Exp & Eliminations Total Net revenues $ 59,138,552 $ 6,648,265 $ - $ 65,786,817 Cost of revenues 50,545,759 5,071,412 - 55,617,171 Gross Margin 8,592,793 1,576,853 - 10,169,646 Gross margin % 15 % 24 % - 15 % General and administrative 2,490,811 1,970,757 5,297,120 9,758,688 Non-cash compensation - - 142,017 142,017 Provision for bad debt 2,121,131 24,294 - 2,145,425 Depreciation and amortization 1,898,784 555,853 - 2,454,637 Interest expense (income), net 833,494 (33,944 ) 47,629 847,179 Impairment charge relating to goodwill - 636,000 - 636,000 Other (income) expense (647,040 ) (8,248,059 ) 8,103,532 (791,567 ) Net (loss) income for segment $ 1,895,613 $ 6,671,952 $ (13,590,298 ) $ (5,022,733 ) Goodwill 6,671,750 2,336,002 - 9,007,752 Other segment assets 16,431,351 324,910 - 16,756,261 Total segment assets $ 23,103,101 $ 2,660,912 $ - $ 25,764,013 Twelve months ended December 31, 2017 North American Transaction Solutions International Transaction Solutions Corp Exp & Eliminations Total Net revenues $ 51,138,327 $ 8,926,497 $ - $ 60,064,824 Cost of revenues 44,265,264 6,971,948 - 51,237,212 Gross Margin 6,873,063 1,954,549 - 8,827,612 Gross margin % 13 % 22 % - 15 % General and administrative 3,251,547 3,033,360 4,344,866 10,629,773 Non-cash compensation - - 2,940,424 2,940,424 Provision for bad debt 1,408,908 (89,260 ) 1,200 1,320,848 Depreciation and amortization 1,480,603 1,053,382 - 2,533,985 Interest expense (income), net 997,429 (34,776 ) 226,969 1,189,622 Other income 48,549 178,576 8,884 236,009 Net loss for segment $ (313,973 ) $ (2,186,733 ) $ (7,522,343 ) $ (10,023,049 ) Goodwill 6,671,750 2,972,002 - 9,643,752 Other segment assets 21,563,571 1,124,107 - 22,687,678 Total segment assets $ 28,235,321 $ 4,096,109 $ - $ 32,331,430 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation T |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation These consolidated financial statements include the accounts of Net Element, Inc and our subsidiary companies. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain reclassifications of prior year amounts have been made to conform to the 2018 no |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash We maintain our U.S. dollar-denominated cash in several non-interest bearing bank deposit accounts. All U.S. non-interest bearing transaction accounts are insured up to a maximum of $250,000 $0.6 $10.6 December 31, 2018 December 31, 2017, December 31, 2017 $74,000 $186,000 December 31, 2018 2017, |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash Restricted cash represents funds held-on-deposit with processing banks pursuant to agreements to cover potential merchant losses. It is presented as other long-term assets on the accompanying consolidated balance sheets since the related agreements extend beyond the next twelve 2016 18, Statement of Cash Flows: Restricted Cash 230 December 31, 2018 December 31, 2017 Cash on consolidated balance sheet $ 1,645,481 $ 11,285,669 Restricted cash 604,070 447,602 $ 2,249,551 $ 11,733,271 |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Credit Policies Accounts receivable consist primarily of uncollateralized credit card processing residual payments due from processing banks requiring payment within thirty not |
Inventory, Policy [Policy Text Block] | Inventories Inventories consist of point-of-sale equipment which we use to service both merchants and independent sales agents ("ISG"). Often, we will provide the equipment as an incentive for merchants and independent sales agents to enter into a merchant contracts with us. The term of these contracts has an average length of three $526,000 $507,000 December 31, 2018 2017, $727,000 $501,000 December 31, 2018 2017, Amortization expense for the equipment placed in service for the years ended December 31, 2018 2017 $296,000 $189,000, |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Intangible assets acquired, either individually or with a group of other assets (but not not December 31, 2018 2017. The cost of internally developing, maintaining and restoring intangible assets (including goodwill) that are not Intangible assets include acquired merchant relationships, recurring cash flow portfolios, referral agreements, trademarks, tradenames, website development costs and non-compete agreements. Merchant relationships represent the fair value of customer relationships purchased by us. Recurring cash flow portfolios give us the right to retain a greater share of the cash flow, in the form of paying less commissions to an independent sales agent, related to certain future transactions with the agent referred sales partners. Referral agreements represent the right to exclusively obtain referrals from a partner for their customers' credit card processing services. We amortize definite lived identifiable intangible assets using a method that reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed or otherwise utilized. The estimated useful lives of our customer-related intangible assets approximate the expected distribution of cash flows on a straight-line basis from each asset. The useful lives of contract-based intangible assets are equal to the terms of the agreement. Management evaluates the remaining useful lives and carrying values of long-lived assets, including definite lived intangible assets, at least annually, or when events and circumstances warrant such a review, to determine whether significant events or changes in circumstances indicate that a change in the useful life or impairment in value may no December 31, 2018 2017. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill In accordance with ASC 350, Intangibles—Goodwill and Other Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may We have the option of performing a qualitative assessment of impairment to determine whether any further quantitative testing for impairment is necessary. The option of whether or not may not January 1, 2017 No. 2017 04, not At December 31, 2018, $636,000 2019, For a discussion of the estimate methodology and the significance of various inputs, please see the subheading below titled “Use of Estimates.” We have determined that we have two December 31, 2018 2017 none |
Goodwill and Intangible Assets, Capitalized Customer Acquisition Costs, Net, Policy [Policy Text Block] | Capitalized Customer Acquisition Costs, Net Capitalized customer acquisition costs consist of up-front cash payments made to ISG’s for the establishment of new merchant relationships. Capitalized customer acquisition costs represent incremental, direct customer acquisition costs that are recoverable through gross margins associated with merchant contracts. The up-front cash payment to the ISG is based on the estimated gross margin for the first not four 6 Client Acquisition Costs |
Accrued Residual Commissions, Policy [Policy Text Block] | Accrued Residual Commissions We record commissions as a cost of revenues in the accompanying consolidated statement of operations and comprehensive loss. We pay agent commissions to ISGs and independent sales agents based on the processing volume of the merchants enrolled. The commission obligations are based on varying percentages of the volume processed by us on behalf of the merchants. Percentages vary based on the program type and transaction volume of each merchant. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Measurements Our financial instruments consist primarily of cash, accounts receivables, accounts payables. The carrying values of these financial instruments are considered to be representative of their fair values due to the short-term nature of these instruments. The carrying amount of the long-term debt of approximately $6.4 $7.0 December 31, 2018 2017, not 2 We measure certain nonfinancial assets and liabilities at fair value on a nonrecurring basis. Fair value is defined 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 at the measurement date. We use a three three Level 1 Level 2 Level 3 not These non-financial assets and liabilities include intangible assets and liabilities acquired in a business combination as well as impairment calculations, when necessary. The fair value of the assets acquired and liabilities assumed in connection with the PayOnline acquisition, were measured at fair value by us at the acquisition date. The fair values of our merchant portfolios are primarily based on Level 3 3. 3. |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition and Deferred Revenue We recognize revenue when all of the following criteria are met: ( 1 2 3 4 5 not not Our transactional processing fees are generated primarily from TOT Payments doing business as Unified Payments, which is our North American Transaction Solutions segment, PayOnline, which is our Russian online transaction processing company, and Aptito, which is our point of sale solution for restaurants. We work directly with payment card networks and banks so that our merchants do not The majority of our revenues is derived from volume-based payment processing fees ("discount fees”) and other related fixed transaction or service fees. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed. Discount fees are recognized at the time the merchants’ transactions are processed. Generally, where we have control over merchant pricing, merchant portability, credit risk and ultimate responsibility for the merchant relationship, revenues are reported at the time of sale on a gross basis equal to the full amount of the discount charged to the merchant. This amount includes interchange fees paid to card issuing banks and assessments paid to payment card networks pursuant to which such parties receive payments based primarily on processing volume for particular groups of merchants. Revenues generated from merchant portfolios where we do not Revenues are also derived from a variety of fixed transaction or service fees, including authorization fees, convenience fees, statement fees, annual fees, and fees for other miscellaneous services, such as handling chargebacks. Revenues derived from service fees are recognized at the time the services are performed and there are no no We primarily report revenues gross as a principal versus net as an agent. Although some of our processing agreements vary with respect to specific terms, the transactional processing service fees collected from merchants generally are recognized as revenue on a gross basis as we are the principal in the delivery of the managed payments solutions to the sellers. The gross fees we collect are intended to cover the interchange, assessments and other processing and non-processing fees which are included and are part of our gross margin. We have primary responsibility for providing end-to-end payment processing services for our clients. Our clients contract us for all credit card processing services, including transaction authorization, settlement, dispute resolution, data/transmission security, risk management, reporting, technical support and other value-added services. We have concluded that we are the principal because we control the services before delivery to the merchant, and are primarily responsible for the delivery of the services, have discretion in setting prices charged to merchants, and responsible for losses. We also have pricing latitude and can provide services using several different network options. Adoption of ASC 606, On January 1, 2018, 606 not January 1, 2018. January 1, 2018 606, not 605 45 Revenue Recognition-Principal Agent Considerations The cumulative impact of adopting ASC 606 no January 1, 2018. 606 With Before Implementation Implementation Effect of of ASC 606 of ASC 606 Implementation Revenue $ 65,786,817 $ 67,726,298 $ (1,939,481 ) Costs (55,617,171 ) (57,556,652 ) $ 1,939,481 Net effect of ASC 606 implementation $ - There was no |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares issuable upon exercise of common stock options or warrants. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. |
Income Tax, Policy [Policy Text Block] | Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize net deferred tax assets to the extent that we believe these assets are more likely than not We account for uncertainty in income taxes using a two first not second 50% one December 31, 2012 December 31, 2018. |
Cost of Sales, Policy [Policy Text Block] | Interchange, Network Fees and Other Cost of Services Interchange and network fees consist primarily of fees that are directly related to discount fee revenue. These include interchange fees paid to issuers and assessment fees payable to card associations, which are a percentage of the processing volume we generate from Visa and Mastercard, AMEX, and Discover, as well as fees charged by card-issuing banks. Other costs of services include costs directly attributable to processing and bank sponsorship costs, which may not |
Advertising Costs, Policy [Policy Text Block] | Advertising and Promotion Costs Advertising and promotion costs are expensed as incurred. Advertising expense was approximately $154,000 $89,000 December 31, 2018 2017, |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Equity-based Compensation We account for grants of equity awards to employees in accordance with ASC 718, Compensation—Stock Compensation Equity-based compensation was approximately $100,000 $2.9 December 31, 2018 2017, |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Transactions We are subject to exchange rate risk in our foreign operations in Russia, the functional currency of which is the Russian ruble, where we generate service fee revenues, interest income or expense, incur product development, engineering, website development, and selling, general and administrative costs and expenses. Our Russian subsidiaries pay a majority of their operating expenses in their local currencies, exposing us to exchange rate risk. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the reporting period. Such estimates include, but are not not Below is a summary of the Company’s critical accounting estimates for which the nature of management’s assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and for which the impact of the estimates and assumptions on financial condition or operating performance is material. Goodwill The Company tests goodwill for impairment using a fair value approach at least annually, absent some triggering event that would require an interim impairment assessment. Significant estimates and assumptions are used in our goodwill impairment review and include the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units and determining the fair value of each reporting unit. Our assessment of qualitative factors involves significant judgments about expected future business performance, general market conditions, and regulatory changes. In a quantitative assessment, the fair value of each reporting unit is determined based largely on the present value of projected future cash flows, growth assumptions regarding discount rates, estimated growth rates and our future long-term business plans. Changes in any of these estimates or assumptions could materially affect the determination of fair value and the associated goodwill impairment charge for each reporting unit. |
New Accounting Pronouncements, Policy [Policy Text Block] | Rec ently Issued Accounting Pronouncements In January 2017, 2017 04 350 2 not December 15, 2019 not In June 2016, 2016 13, 326 January 1, 2020. January 1, 2019. not In February 2016, 2016 02, December 15, 2018, 2016 02 |
Note 3 - Summary of Significa_2
Note 3 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Restrictions on Cash and Cash Equivalents [Table Text Block] | December 31, 2018 December 31, 2017 Cash on consolidated balance sheet $ 1,645,481 $ 11,285,669 Restricted cash 604,070 447,602 $ 2,249,551 $ 11,733,271 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | With Before Implementation Implementation Effect of of ASC 606 of ASC 606 Implementation Revenue $ 65,786,817 $ 67,726,298 $ (1,939,481 ) Costs (55,617,171 ) (57,556,652 ) $ 1,939,481 Net effect of ASC 606 implementation $ - |
Note 6 - Intangible Assets (Tab
Note 6 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Cost Accumulated Amortization Carrying Value Amortization Life and Method IP Software $ 2,309,291 $ (2,139,891 ) $ 169,400 3 years - straight-line Portfolios and Client Lists 7,576,665 (4,333,866 ) 3,242,799 4 years - straight-line Client Acquisition Costs 6,370,124 (3,340,581 ) 3,029,544 4 years - straight-line PCI Certification 449,000 (449,000 ) - 3 years - straight-line Trademarks 703,586 (703,586 ) - 3 years - straight-line Domain Names 437,810 (437,810 ) - 3 years - straight-line $ 17,846,476 $ (11,404,732 ) $ 6,441,743 Cost Accumulated Amortization Carrying Value Amortization Life and Method IP Software $ 2,274,693 $ (2,171,803 ) $ 102,890 3 years - straight-line Portfolios and Client Lists 5,213,911 (4,939,857 ) 274,054 3 years - straight-line Client Acquisition Costs 4,812,474 (2,377,139 ) 2,435,335 3 years - straight-line PCI Certification 449,000 (361,694 ) 87,306 3 years - straight-line Trademarks 702,192 (570,383 ) 131,809 3 years - straight-line Domain Names 435,956 (339,590 ) 96,366 3 years - straight-line $ 13,888,226 $ (10,760,466 ) $ 3,127,760 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2019 $ 1,561,829 2020 1,561,829 2021 1,561,829 2022 1,505,362 2023 250,894 Balance December 31, 2018 $ 6,441,743 |
Note 7 - Accrued Expenses (Tabl
Note 7 - Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | December 31, 2018 December 31, 2017 Accrued professional fees $ 174,915 $ 241,281 PayOnline accrual 1,126,273 1,438,900 Accrued interest 108,202 145,264 Accrued bonus 1,157,556 1,249,852 Accrued foreign taxes (45,952 ) 137,141 Other accrued expenses 14,953 - $ 2,535,947 $ 3,212,438 |
Note 8 - Notes Payable (Tables)
Note 8 - Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | December 31, 2018 December 31, 2017 RBL Capital Group, LLC $ 6,512,268 $ 4,544,087 Priority Payments Systems LLC - 2,238,511 MBF Merchant Capital, LLC - 341,804 Subtotal 6,512,268 7,124,402 Less: deferred loan costs (132,774 ) (108,980 ) Subtotal 6,379,494 7,015,422 Less: current portion (433,448 ) (2,493,973 ) Long term debt $ 5,946,046 $ 4,521,449 |
Schedule of Maturities of Long-term Debt [Table Text Block] | 2019 $ 433,448 2020 1,113,323 2021 4,154,137 2022 811,360 2023 - Balance December 31, 2018 $ 6,512,268 |
Note 10 - Commitments and Con_2
Note 10 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Other Commitments [Table Text Block] | 2019 $ 558,700 2020 614,300 2021 670,730 2022 60,000 2023 70,000 Thereafter 80,000 Total $ 2,053,730 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2019 $ 238,548 2020 172,248 2021 172,248 2022 100,478 Total $ 683,522 |
Note 14 - Income Taxes (Tables)
Note 14 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | December 31, December 31, 2018 2017 United States $ (11,214,581 ) $ (7,865,421 ) Foreign 7,206,912 (2,157,628 ) $ (4,007,669 ) $ (10,023,049 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, December 31, 2018 2017 U. S. Federal statutory income tax rate 21.00 % 34.00 % State income tax, net of federal tax benefit 5.10 % 4.10 % Currency translation adjustment 5.20 % (2.20 %) Foreign income tax 1.70 % (0.90 %) Difference in foreign tax rates (2.10 %) 5.20 % Change in valuation allowance (29.20 %) (28.90 %) Change in tax rates - (12.20 %) Effective income tax rate 1.7 % (0.90 %) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, December 31, 2018 2017 Deferred tax assets: Net operating loss carry forwards $ 15,657,776 $ 14,800,451 Stock based compensation (356,049 ) 741,275 Basis difference in goodwill 1,161,577 1,471,976 Basis difference in fixed assets - 8,792 Basis difference in intangible assets 1,564,483 1,313,547 Allowance for bad debt (US) - - Stock price guarantee adjustment - - Valuation allowance for deferred tax assets (18,027,787 ) (18,336,041 ) Total deferred tax assets - - Deferred tax liabilities: Basis difference in goodwill - - Basis difference in fixed assets - - Basis difference in intangible assets - - Total deferred tax liabilities - - Net deferred taxes $ - $ - |
Note 16 - Segment Information (
Note 16 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | 2018 Revenues 2018 Long- Lived Assets 2017 Revenues 2017 Long- Lived Assets North America $ 59,138,552 $ 13,672,169 $ 51,138,327 $ 9,778,888 Russia and CIS 6,648,265 2,406,732 8,926,497 3,511,403 Twelve months ended December 31, 2018 North American Transaction Solutions International Transaction Solutions Corp Exp & Eliminations Total Net revenues $ 59,138,552 $ 6,648,265 $ - $ 65,786,817 Cost of revenues 50,545,759 5,071,412 - 55,617,171 Gross Margin 8,592,793 1,576,853 - 10,169,646 Gross margin % 15 % 24 % - 15 % General and administrative 2,490,811 1,970,757 5,297,120 9,758,688 Non-cash compensation - - 142,017 142,017 Provision for bad debt 2,121,131 24,294 - 2,145,425 Depreciation and amortization 1,898,784 555,853 - 2,454,637 Interest expense (income), net 833,494 (33,944 ) 47,629 847,179 Impairment charge relating to goodwill - 636,000 - 636,000 Other (income) expense (647,040 ) (8,248,059 ) 8,103,532 (791,567 ) Net (loss) income for segment $ 1,895,613 $ 6,671,952 $ (13,590,298 ) $ (5,022,733 ) Goodwill 6,671,750 2,336,002 - 9,007,752 Other segment assets 16,431,351 324,910 - 16,756,261 Total segment assets $ 23,103,101 $ 2,660,912 $ - $ 25,764,013 Twelve months ended December 31, 2017 North American Transaction Solutions International Transaction Solutions Corp Exp & Eliminations Total Net revenues $ 51,138,327 $ 8,926,497 $ - $ 60,064,824 Cost of revenues 44,265,264 6,971,948 - 51,237,212 Gross Margin 6,873,063 1,954,549 - 8,827,612 Gross margin % 13 % 22 % - 15 % General and administrative 3,251,547 3,033,360 4,344,866 10,629,773 Non-cash compensation - - 2,940,424 2,940,424 Provision for bad debt 1,408,908 (89,260 ) 1,200 1,320,848 Depreciation and amortization 1,480,603 1,053,382 - 2,533,985 Interest expense (income), net 997,429 (34,776 ) 226,969 1,189,622 Other income 48,549 178,576 8,884 236,009 Net loss for segment $ (313,973 ) $ (2,186,733 ) $ (7,522,343 ) $ (10,023,049 ) Goodwill 6,671,750 2,972,002 - 9,643,752 Other segment assets 21,563,571 1,124,107 - 22,687,678 Total segment assets $ 28,235,321 $ 4,096,109 $ - $ 32,331,430 |
Note 1 - Organization and Ope_2
Note 1 - Organization and Operations (Details Textual) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Reportable Segments | 3 | 2 | 3 |
Note 2 - Liquidity (Details Tex
Note 2 - Liquidity (Details Textual) $ in Millions | Dec. 31, 2018USD ($) |
Line of Credit Facility, Remaining Borrowing Capacity | $ 10.8 |
Note 3 - Summary of Significa_3
Note 3 - Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Cash, Uninsured Amount | $ 600,000 | $ 10,600,000 |
Inventory of POS Terminals | 526,000 | 507,000 |
POS Terminals Placed with Merchants | 727,000 | 501,000 |
Inventory Write-down | 296,000 | 189,000 |
Goodwill, Impairment Loss | $ 636,000 | 0 |
Number of Reporting Units | 2 | |
Long-term Debt, Total | $ 6,379,494 | 7,015,422 |
Advertising Expense | 154,000 | 89,000 |
Allocated Share-based Compensation Expense, Total | $ 142,017 | 2,940,424 |
Impairment of Intangible Assets, Finite-lived | $ 0 | |
Client Acquisition Costs [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 4 years | 3 years |
Weighted Average [Member] | ||
Merchant Contracts, Term | 3 years | |
Russia and Cayman Islands [Member] | ||
Cash, Uninsured Amount | $ 74,000 | $ 186,000 |
Note 3 - Summary of Significa_4
Note 3 - Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash on consolidated balance sheet | $ 1,645,481 | $ 11,285,669 | |
Restricted cash | 604,070 | 447,602 | |
$ 2,249,551 | $ 11,733,271 | $ 1,094,063 |
Note 3 - Summary of Significa_5
Note 3 - Summary of Significant Accounting Policies - Impact of Adoption of ASC 606 (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net revenues | $ 65,786,817 | $ 60,064,824 |
Costs | (55,617,171) | $ (51,237,212) |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||
Net revenues | 67,726,298 | |
Costs | (57,556,652) | |
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | ||
Net revenues | (1,939,481) | |
Costs | $ 1,939,481 |
Note 4 - Acquisitions (Details
Note 4 - Acquisitions (Details Textual) - USD ($) | Dec. 27, 2018 | Dec. 26, 2018 | Jul. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Payments to Acquire Intangible Assets | $ 5,413,264 | $ 1,885,098 | |||
Unified Portfolio Acquisitions, LLC [Member] | Advance and Residual Purchase Agreement [Member] | |||||
Percentage of Portfolio Residuals Ownership | 80.00% | ||||
Unified Portfolio Acquisitions, LLC [Member] | Transactional Services Portfolios [Member] | |||||
Monthly Net Residual Income, Minimum Threshold | $ 120,000 | ||||
Unified Portfolio Acquisitions, LLC [Member] | Transactional Services Portfolios [Member] | Universal Partners, LLC [Member] | |||||
Business Combination, Consideration Transferred, Total | $ 2,700,000 | ||||
Business Combination, Advance Period | 2 years | ||||
Unified Portfolio Acquisitions, LLC [Member] | Transactional Services Portfolios [Member] | Argus Merchant Services, LLC and Treasury Payments, LLC [Member] | |||||
Business Combination, Consideration Transferred, Total | $ 1,426,000 | ||||
Business Combination, Advance Period | 2 years | ||||
Payments to Acquire Businesses, Gross | $ 1,150,000 | ||||
Universal Partners, LLC [Member] | Advance and Residual Purchase Agreement [Member] | |||||
Percentage of Portfolio Residuals Ownership | 20.00% | ||||
Residual Buyouts [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 4 years | ||||
Residual Buyouts [Member] | Unified Portfolio Acquisitions, LLC [Member] | Transactional Services Portfolios [Member] | Universal Partners, LLC [Member] | |||||
Payments to Acquire Intangible Assets | $ 2,500,000 | ||||
Residual Buyouts [Member] | Unified Portfolio Acquisitions, LLC [Member] | Transactional Services Portfolios [Member] | Argus Merchant Services, LLC and Treasury Payments, LLC [Member] | |||||
Payments to Acquire Intangible Assets | $ 1,200,000 | ||||
Client Acquisition Costs [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 4 years | 3 years | |||
Payments to Acquire Intangible Assets | $ 1,600,000 | $ 1,800,000 |
Note 5 - Accounts Receivable (D
Note 5 - Accounts Receivable (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts Receivable, Net, Current, Total | $ 6,290,412 | $ 5,472,856 |
Allowance for Doubtful Accounts Receivable, Current, Ending Balance | 214,000 | 257,000 |
North American Credit Card Processing [Member] | ||
Accounts Receivable, Net, Current, Total | 74,000 | 58,000 |
Non-US [Member] | ||
Accounts Receivable, Net, Current, Total | $ 6,200,000 | $ 5,400,000 |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 6,441,743 | $ 3,127,760 |
Amortization of Intangible Assets, Total | 2,100,000 | 2,300,000 |
Portfolios and Client Lists [Member] | ||
Finite-Lived Intangible Assets, Net, Ending Balance | 3,242,799 | $ 274,054 |
Finite-lived Intangible Assets, Removed | $ 1,400,000 |
Note 6 - Intangible Assets - In
Note 6 - Intangible Assets - Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible assets, cost | $ 17,846,476 | $ 13,888,226 |
Intangible assets, accumulated amortization | (11,404,732) | (10,760,466) |
Intangible assets, carrying value | 6,441,743 | 3,127,760 |
Computer Software, Intangible Asset [Member] | ||
Intangible assets, cost | 2,309,291 | 2,274,693 |
Intangible assets, accumulated amortization | (2,139,891) | (2,171,803) |
Intangible assets, carrying value | $ 169,400 | $ 102,890 |
Intangible assets, useful life (Year) | 3 years | 3 years |
Portfolios and Client Lists [Member] | ||
Intangible assets, cost | $ 7,576,665 | $ 5,213,911 |
Intangible assets, accumulated amortization | (4,333,866) | (4,939,857) |
Intangible assets, carrying value | $ 3,242,799 | $ 274,054 |
Intangible assets, useful life (Year) | 4 years | 3 years |
Client Acquisition Costs [Member] | ||
Intangible assets, cost | $ 6,370,124 | $ 4,812,474 |
Intangible assets, accumulated amortization | (3,340,581) | (2,377,139) |
Intangible assets, carrying value | $ 3,029,544 | $ 2,435,335 |
Intangible assets, useful life (Year) | 4 years | 3 years |
PCI Certifiction [Member] | ||
Intangible assets, cost | $ 449,000 | $ 449,000 |
Intangible assets, accumulated amortization | (449,000) | (361,694) |
Intangible assets, carrying value | $ 87,306 | |
Intangible assets, useful life (Year) | 3 years | 3 years |
Trademarks [Member] | ||
Intangible assets, cost | $ 703,586 | $ 702,192 |
Intangible assets, accumulated amortization | (703,586) | (570,383) |
Intangible assets, carrying value | $ 131,809 | |
Intangible assets, useful life (Year) | 3 years | 3 years |
Internet Domain Names [Member] | ||
Intangible assets, cost | $ 437,810 | $ 435,956 |
Intangible assets, accumulated amortization | (437,810) | (339,590) |
Intangible assets, carrying value | $ 96,366 | |
Intangible assets, useful life (Year) | 3 years | 3 years |
Note 6 - Intangible Assets - Es
Note 6 - Intangible Assets - Estimated Aggregate Future Amortization Expense (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
2019 | $ 1,561,829 | |
2020 | 1,561,829 | |
2021 | 1,561,829 | |
2022 | 1,505,362 | |
2023 | 250,894 | |
Balance December 31, 2018 | $ 6,441,743 | $ 3,127,760 |
Note 7 - Accrued Expenses (Deta
Note 7 - Accrued Expenses (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Oct. 25, 2016 | |
Accrued Liabilities, Current, Total | $ 3,212,438 | $ 2,535,947 | |
Chief Executive Officer [Member] | |||
Accrued Bonuses | 1,000,000 | 866,000 | |
Employees [Member] | |||
Accrued Bonuses | 244,000 | 291,000 | |
PayOnline [Member] | |||
Business Combination, Contingent Consideration, Liability, Total | 1,100,000 | $ 1,100,000 | $ 1,433,475 |
Payment for Contingent Consideration Liability, Operating Activities | $ 252,223 |
Note 7 - Accrued Expenses - Acc
Note 7 - Accrued Expenses - Accrued expenses (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued professional fees | $ 174,915 | $ 241,281 |
PayOnline accrual | 1,126,273 | 1,438,900 |
Accrued interest | 108,202 | 145,264 |
Accrued bonus | 1,157,556 | 1,249,852 |
Accrued foreign taxes | (45,952) | 137,141 |
Other accrued expenses | 14,953 | |
$ 2,535,947 | $ 3,212,438 |
Note 8 - Notes Payable (Details
Note 8 - Notes Payable (Details Textual) | Dec. 28, 2018USD ($) | Mar. 20, 2018USD ($) | Aug. 29, 2017USD ($) | May 18, 2017USD ($) | Nov. 30, 2015 | Jun. 30, 2014USD ($) | Mar. 19, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017 | Jun. 27, 2017USD ($) | May 02, 2016USD ($) |
RBL Capital Group, LLC [Member] | RBL Loan Agreement [Member] | |||||||||||
Debt Instrument, Term | 1 year 180 days | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | $ 10,500,000 | $ 15,000,000 | ||||||||
Debt Instrument, Interest Rate, Annual Increase | 3.00% | ||||||||||
RBL Capital Group, LLC [Member] | RBL Loan Agreement [Member] | Conversion of Credit Facility to Term Notes, Conversion One [Member] | |||||||||||
Debt Conversion, Original Debt, Amount | $ 3,315,000 | ||||||||||
RBL Capital Group, LLC [Member] | RBL Loan Agreement [Member] | Conversion of Credit Facility to Term Notes, Conversion Two [Member] | |||||||||||
Debt Conversion, Original Debt, Amount | 400,000 | ||||||||||
RBL Capital Group, LLC [Member] | RBL Loan Agreement [Member] | Conversion of Credit Facility to Term Notes, Conversion Three [Member] | |||||||||||
Debt Conversion, Original Debt, Amount | $ 250,000 | ||||||||||
RBL Capital Group, LLC [Member] | RBL Loan Agreement [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 13.00% | 10.65% | |||||||||
RBL Capital Group, LLC [Member] | RBL Loan Agreement [Member] | Minimum [Member] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 13.90% | ||||||||||
RBL Capital Group, LLC [Member] | RBL Loan Agreement [Member] | Maximum [Member] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 18.635% | ||||||||||
RBL Capital Group, LLC [Member] | RBL Term Note [Member] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.19% | ||||||||||
Debt Instrument, Face Amount | $ 4,544,087 | ||||||||||
Debt Instrument, Number of Interest-only Payments | 4 | ||||||||||
Debt Instrument, Periodic Payment, Total | $ 85,634 | ||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 3,170,967 | ||||||||||
Back End Refinancing Fee | $ 133,600 | ||||||||||
Proceeds from Lines of Credit, Total | $ 2,131,500 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.00% | ||||||||||
RBL Capital Group, LLC [Member] | RBL Term Note [Member] | Credit for General Working Capital Purposes [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 8,300,000 | ||||||||||
RBL Capital Group, LLC [Member] | RBL Term Note [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||||||
Debt Instrument, Periodic Payment, Interest | $ 18,804 | ||||||||||
RBL Capital Group, LLC [Member] | RBL Term Note [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||||||
Debt Instrument, Periodic Payment, Interest | 24,867 | ||||||||||
RBL Capital Group, LLC [Member] | RBL Term Note [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||||||
Debt Instrument, Periodic Payment, Total | $ 72,850 | ||||||||||
MBF Merchant Capital, LLC [Member] | Promissory Note Two [Member] | TOT Group, Inc. [Member] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 13.95% | ||||||||||
Debt Instrument, Face Amount | $ 275,000 | ||||||||||
Debt Instrument, Periodic Payment, Total | $ 29,289 | ||||||||||
Front End Fee Percentage | 2.00% | ||||||||||
Back End Fee Percentage | 4.00% | ||||||||||
Priority Payment Systems LLC [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,500,000 | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.25% | 10.25% | |||||||||
Proceeds from Issuance of Debt | $ 2,000,000 | ||||||||||
Priority Payment Systems LLC [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.00% |
Note 8 - Notes Payable - Notes
Note 8 - Notes Payable - Notes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Long-term debt, gross | $ 6,512,268 | $ 7,124,402 |
Less: deferred loan costs | (132,774) | (108,980) |
Subtotal | 6,379,494 | 7,015,422 |
Less: current portion | (433,448) | (2,493,973) |
Long term debt | 5,946,046 | 4,521,449 |
RBL Capital Group, LLC [Member] | ||
Long-term debt, gross | 6,512,268 | 4,544,087 |
Priority Payment Systems LLC [Member] | ||
Long-term debt, gross | 2,238,511 | |
MBF Merchant Capital, LLC [Member] | ||
Long-term debt, gross | $ 341,804 |
Note 8 - Notes Payable - Schedu
Note 8 - Notes Payable - Scheduled Notes Payable Principal Repayment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
2019 | $ 433,448 | |
2020 | 1,113,323 | |
2021 | 4,154,137 | |
2022 | 811,360 | |
2023 | ||
Balance December 31, 2018 | $ 6,512,268 | $ 7,124,402 |
Note 9 - Concentrations (Detail
Note 9 - Concentrations (Details Textual) - Sales Revenue, Net [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Major Customers | 1 | 1 |
Concentration Risk, Percentage | 5.00% | 5.00% |
Priority Payment Systems LLC [Member] | ||
Concentration Risk, Percentage | 61.00% | 77.00% |
BIN and ICA [Member | ||
Concentration Risk, Percentage | 20.00% | 5.20% |
Note 10 - Commitments and Con_3
Note 10 - Commitments and Contingencies (Details Textual) | Oct. 01, 2018USD ($)ft² | Aug. 01, 2017USD ($) | May 25, 2016 | Nov. 13, 2018USD ($) | Dec. 31, 2017shares | May 31, 2013USD ($) | Mar. 31, 2018USD ($)shares | Sep. 30, 2018USD ($)ft² | Dec. 31, 2016USD ($) | Jul. 18, 2017shares | Aug. 06, 2014shares | May 02, 2013ft² |
Bunker Capital [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 19,000 | |||||||||||
Other Expenses, Total | $ 221,000 | |||||||||||
Proceeds from Legal Settlements | $ 50,000 | |||||||||||
Reverse Stock Split [Member] | ||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 | |||||||||||
Lawsuit Against Aptito.com, Inc. and Shareholders of Aptito.com, Inc. [Member] | Aptito, LLC [Member] | ||||||||||||
Number of Parent's Shares in Dispute Related to Acquisition | shares | 125,000 | 125,000 | 125,000 | |||||||||
Lease Agreement for Office at Florida [Member] | ||||||||||||
Area of Real Estate Property | ft² | 4,101 | |||||||||||
Periodic Lease and Rental Expense, Per Month | $ 14,354 | $ 16,800 | $ 19,448 | |||||||||
Periodic Lease and Rental Expense, Annual | $ 172,248 | $ 233,377 | ||||||||||
Lessee, Operating Lease, Term of Contract | 5 years | |||||||||||
Lease Agreement for Office in Yekaterinburg, Russia [Member] | ||||||||||||
Area of Real Estate Property | ft² | 1,654 | |||||||||||
Periodic Lease and Rental Expense, Annual | $ 24,300 | |||||||||||
Lease Agreement for Office in Moscow Russia [Member] | ||||||||||||
Area of Real Estate Property | ft² | 3,385 | 4,675 | ||||||||||
Periodic Lease and Rental Expense, Annual | $ 56,000 | $ 84,457 |
Note 10 - Commitments and Con_4
Note 10 - Commitments and Contingencies - Minimum Fee Commitments (Details) | Dec. 31, 2018USD ($) |
2019 | $ 558,700 |
2020 | 614,300 |
2021 | 670,730 |
2022 | 60,000 |
2023 | 70,000 |
Thereafter | 80,000 |
Total | $ 2,053,730 |
Note 10 - Commitments and Con_5
Note 10 - Commitments and Contingencies - Future Maturities of Lease Agreements (Details) | Dec. 31, 2018USD ($) |
2019 | $ 238,548 |
2020 | 172,248 |
2021 | 172,248 |
2022 | 100,478 |
Total | $ 683,522 |
Note 11 - Related Party Trans_2
Note 11 - Related Party Transactions (Details Textual) - USD ($) | Oct. 20, 2017 | Mar. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Due to Related Parties, Current, Total | $ 387,814 | $ 461,992 | ||
Prime Portfolios, LLC [Member] | ||||
Payments for Commissions | 72,000 | 98,000 | ||
Key Members of Management Owned Companies [Member] | ||||
Payments for Commissions | 739,000 | 346,000 | ||
Chief Executive Officer [Member] | ||||
Due to Related Parties, Current, Total | $ 388,000 | $ 462,000 | ||
Star Equities Note [Member] | ||||
Debt Instrument, Face Amount | $ 348,083 | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||
Debt Instrument, Periodic Payment, Interest | $ 3,481 | |||
Debt Conversion, Converted Instrument, Amount | $ 374,253 | |||
Debt Conversion, Converted Instrument, Shares Issued | 67,312 |
Note 12 - Stockholders' Equity
Note 12 - Stockholders' Equity (Details Textual) | Nov. 27, 2018shares | Dec. 29, 2017USD ($)$ / sharesshares | Dec. 28, 2017shares | Oct. 20, 2017USD ($)shares | Oct. 02, 2017shares | Aug. 03, 2017$ / sharesshares | Jul. 19, 2017USD ($)shares | Jul. 05, 2017USD ($) | Feb. 28, 2017USD ($)shares | Jul. 06, 2016USD ($)shares | May 25, 2016 | Jun. 12, 2015shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Jun. 13, 2016shares | May 02, 2016USD ($) | Jul. 17, 2014USD ($) |
Increase (Decrease) in Common Stock Shares Authorized | (300,000,000) | 100,000,000 | |||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | 300,000,000 | 100,000,000 | 100,000,000 | 400,000,000 | ||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 14,884,435 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 234,218 | 234,218 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | ||||||||||||||||
Long-term Debt, Total | $ | $ 6,379,494 | $ 7,015,422 | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Share Price | $ / shares | $ 0.125 | ||||||||||||||||
Star Equities Note [Member] | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 67,312 | ||||||||||||||||
Notes and Loans Payable, Total | $ | $ 374,253 | ||||||||||||||||
PayOnline [Member] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 30,759 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 252,223 | ||||||||||||||||
Increase (Decrease) in Liability for Claims and Claims Adjustment Expense Reserve | $ | $ 1,400,000 | ||||||||||||||||
ESOUSA Warrants [Member] | |||||||||||||||||
Class of Warrant or Right, Outstanding | 404,676 | ||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.12 | ||||||||||||||||
Warrants and Rights Outstanding | $ | $ 7,600,000 | ||||||||||||||||
Second ESOUSA Warrants [Member] | |||||||||||||||||
Class of Warrant or Right, Outstanding | 323,907 | ||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | ||||||||||||||||
Crede CG III, Ltd [Member] | |||||||||||||||||
Long-term Debt, Total | $ | $ 3,965,000 | $ 3,315,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 60,944 | ||||||||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 330,969 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 6.83 | ||||||||||||||||
Debt Conversion Converted Instrument Exchange Premium | $ | $ 52,972 | ||||||||||||||||
Esousa Holdings LLC [Member] | |||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 11.12 | $ 8.45 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 350,553 | 168,266 | |||||||||||||||
Purchase Agreement, Value of Shares Committed to Purchase by Counter Party | $ | $ 10,000,000 | ||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 200,000 | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 74,004 | 74,004 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 15.52 | $ 15.52 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 281 days | 8 years 281 days | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 134,161 | 45,106 | |||||||||||||||
Chief Executive Officer [Member] | Restricted Stock [Member] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 47,139 | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Recorded Liability | $ | $ 300,000 | ||||||||||||||||
Plan 2013 [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 178,900 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 773,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Share Plan Authorized, Percent of Common Stock | 20.00% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 323,498 | 168,374 | |||||||||||||||
Plan 2013 [Member] | Board of Directors [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost, Total | $ | $ 85,786 | $ 130,499 | |||||||||||||||
Plan 2013 [Member] | Director [Member] | Employee Stock Option [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 45,105 | ||||||||||||||||
Plan 2013 [Member] | Director [Member] | Employee Stock Option [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||||||||
Plan 2013 [Member] | Director [Member] | Employee Stock Option [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||||||||
Plan 2013 [Member] | Director [Member] | Restricted Stock [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 62,668 | ||||||||||||||||
Plan 2013 [Member] | Director [Member] | Restricted Stock [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||||||||
Plan 2013 [Member] | Director [Member] | Restricted Stock [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||||||||
Cobblestone Purchase Agreement [Member] | |||||||||||||||||
Long-term Purchase Commitment, Amount | $ | $ 10,000,000 | ||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ | $ 200,000 | ||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 45,676 | ||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 4.38 | $ 4.71 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,300,000 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 6,200,000 | ||||||||||||||||
Reverse Stock Split [Member] | |||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 |
Note 13 - Warrants and Options
Note 13 - Warrants and Options (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Dec. 28, 2017 | Feb. 28, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 29, 2017 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 234,218 | 234,218 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | 4,497 | 4,497 | ||||
Share Price | $ 0.125 | |||||
Predecessor Entity Warrants [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 89,400 | |||||
ESOUSA Warrants [Member] | ||||||
Class of Warrant or Right, Outstanding | 404,676 | |||||
Warrants and Rights Outstanding, Term | 5 years | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.12 | |||||
Second ESOUSA Warrants [Member] | ||||||
Class of Warrant or Right, Outstanding | 323,907 | |||||
Warrants and Rights Outstanding, Term | 5 years | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||
Warrants to Purchase Common Stock [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 728,583 | 728,583 | ||||
Warrants and Rights Outstanding, Term | 4 years | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.18 | |||||
Class of Warrant or Right, Warrants Expired | 89,389 | 89,389 | ||||
Class of Warrant or Right, Warrants Granted | 0 | |||||
Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 8.10 | $ 8.10 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 255 days | 1 year 255 days | ||||
Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 134 | $ 134 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 62 days | 8 years 62 days | ||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 134,161 | 45,106 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 8.10 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 74,004 | 74,004 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 15.52 | $ 15.52 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 281 days | 8 years 281 days | ||||
Non-Incentive Plan Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 323,498 | 323,498 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 21.84 | $ 21.84 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 335 days | 1 year 335 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | $ 0 |
Note 14 - Income Taxes (Details
Note 14 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
Current Income Tax Expense (Benefit), Total | 0 | 0 |
Foreign Income Tax Expense (Benefit), Continuing Operations, Total | $ 67,002 | $ 70,033 |
Effective Income Tax Rate Reconciliation, Percent, Total | 1.70% | (0.90%) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 34.00% |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 300,000 | |
Deferred Tax Assets, Valuation Allowance, Total | 18,027,787 | $ 18,336,041 |
IRC Section 382, Pre-change Losses Carryforward, Limitation, Annual | 2,400,000 | |
Operating Loss Carryforwards, Cumulative Amount Release From Section 382 | 10,900,000 | |
Operating Loss Carryforwards, After Change of Ownership | 20,600,000 | |
Operating Loss Carryforwards, Subject to IRC Section 382 | $ 31,500,000 | |
Open Tax Year | 2015 2016 2017 | |
Federal and State [Member] | ||
Operating Loss Carryforwards, Total | $ 67,300,000 | 56,800,000 |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards, Total | $ 6,800,000 | $ 14,000,000 |
Note 14 - Income Taxes - Compon
Note 14 - Income Taxes - Components of Income (Loss) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
United States | $ (11,214,581) | $ (7,865,421) |
Foreign | 7,206,912 | (2,157,628) |
$ (4,007,669) | $ (10,023,049) |
Note 14 - Income Taxes - Reconc
Note 14 - Income Taxes - Reconciliation of the Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
U. S. Federal statutory income tax rate | 21.00% | 34.00% |
State income tax, net of federal tax benefit | 5.10% | 4.10% |
Currency translation adjustment | 5.20% | (2.20%) |
Foreign income tax | 1.70% | (0.90%) |
Difference in foreign tax rates | (2.10%) | 5.20% |
Change in valuation allowance | (29.20%) | (28.90%) |
Change in tax rates | (12.20%) | |
Effective income tax rate | 1.70% | (0.90%) |
Note 14 - Income Taxes - Deferr
Note 14 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 15,657,776 | $ 14,800,451 |
Stock based compensation | (356,049) | |
Stock based compensation | 741,275 | |
Basis difference in goodwill | 1,161,577 | 1,471,976 |
Basis difference in fixed assets | 8,792 | |
Basis difference in intangible assets | 1,564,483 | 1,313,547 |
Allowance for bad debt (US) | ||
Stock price guarantee adjustment | ||
Valuation allowance for deferred tax assets | (18,027,787) | (18,336,041) |
Total deferred tax assets | ||
Deferred tax liabilities: | ||
Basis difference in goodwill | ||
Basis difference in fixed assets | ||
Basis difference in intangible assets | ||
Total deferred tax liabilities | ||
Net deferred taxes |
Note 15 - Other Income (Details
Note 15 - Other Income (Details Textual) - RBL Capital Group, LLC [Member] - RBL Term Note [Member] | Dec. 28, 2018USD ($) |
Proceeds from Lines of Credit, Total | $ 2,131,500 |
Debt Instrument, Interest Rate, Stated Percentage | 14.00% |
Note 16 - Segment Information_2
Note 16 - Segment Information (Details Textual) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 30, 2013 | |
Number of Reportable Segments | 3 | 2 | 3 | |
Aptito, LLC [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 80.00% |
Note 16 - Segment Information -
Note 16 - Segment Information - Segment Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 65,786,817 | $ 60,064,824 |
Net revenues | 65,786,817 | 60,064,824 |
Cost of revenues | 55,617,171 | 51,237,212 |
Gross Margin | $ 10,169,646 | $ 8,827,612 |
Gross margin % | 15.00% | 15.00% |
General and administrative | $ 9,758,688 | $ 10,629,773 |
Non-cash compensation | 142,017 | 2,940,424 |
Provision for bad debt | 2,145,425 | 1,320,848 |
Depreciation and amortization | 2,454,637 | 2,533,985 |
Interest expense (income), net | 847,179 | 1,189,622 |
Impairment charge relating to goodwill | 636,000 | 0 |
Other (income) expense | (791,567) | (236,009) |
Net (loss) income for segment | (5,022,733) | (10,023,049) |
Goodwill | 9,007,752 | 9,643,752 |
Other segment assets | 16,756,261 | 22,687,678 |
Total segment assets | 25,764,014 | 32,331,430 |
Other income | 791,567 | 236,009 |
North American Transaction Solutions [Member] | ||
Revenues | 59,138,552 | 51,138,327 |
Net revenues | 59,138,552 | 51,138,327 |
Cost of revenues | 50,545,759 | 44,265,264 |
Gross Margin | $ 8,592,793 | $ 6,873,063 |
Gross margin % | 15.00% | 13.00% |
General and administrative | $ 2,490,811 | $ 3,251,547 |
Non-cash compensation | ||
Provision for bad debt | 2,121,131 | 1,408,908 |
Depreciation and amortization | 1,898,784 | 1,480,603 |
Interest expense (income), net | 833,494 | 997,429 |
Impairment charge relating to goodwill | ||
Other (income) expense | (647,040) | (48,549) |
Net (loss) income for segment | 1,895,613 | (313,973) |
Goodwill | 6,671,750 | 6,671,750 |
Other segment assets | 16,431,351 | 21,563,571 |
Total segment assets | 23,103,101 | 28,235,321 |
Other income | 647,040 | 48,549 |
International Transaction Solutions [Member] | ||
Revenues | 6,648,265 | 8,926,497 |
Net revenues | 6,648,265 | 8,926,497 |
Cost of revenues | 5,071,412 | 6,971,948 |
Gross Margin | $ 1,576,853 | $ 1,954,549 |
Gross margin % | 24.00% | 22.00% |
General and administrative | $ 1,970,757 | $ 3,033,360 |
Non-cash compensation | ||
Provision for bad debt | 24,294 | (89,260) |
Depreciation and amortization | 555,853 | 1,053,382 |
Interest expense (income), net | (33,944) | (34,776) |
Impairment charge relating to goodwill | 636,000 | |
Other (income) expense | (8,248,059) | (178,576) |
Net (loss) income for segment | 6,671,952 | (2,186,733) |
Goodwill | 2,336,002 | 2,972,002 |
Other segment assets | 324,910 | 1,124,107 |
Total segment assets | 2,660,912 | 4,096,109 |
Other income | 8,248,059 | 178,576 |
Corporate Segment [Member] | ||
Revenues | ||
Net revenues | ||
Cost of revenues | ||
Gross Margin | ||
Gross margin % | ||
General and administrative | $ 5,297,120 | $ 4,344,866 |
Non-cash compensation | 142,017 | 2,940,424 |
Provision for bad debt | 1,200 | |
Depreciation and amortization | ||
Interest expense (income), net | 47,629 | 226,969 |
Impairment charge relating to goodwill | ||
Other (income) expense | 8,103,532 | (8,884) |
Net (loss) income for segment | (13,590,298) | (7,522,343) |
Goodwill | ||
Other segment assets | ||
Total segment assets | ||
Other income | (8,103,532) | 8,884 |
North America [Member] | ||
Revenues | 59,138,552 | 51,138,327 |
Long-lived assets | 13,672,169 | 9,778,888 |
Net revenues | 59,138,552 | 51,138,327 |
Russia and Cayman Islands [Member] | ||
Revenues | 6,648,265 | 8,926,497 |
Long-lived assets | 2,406,732 | 3,511,403 |
Net revenues | $ 6,648,265 | $ 8,926,497 |