Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Document Information [Line Items] | |
Entity Registrant Name | Net Element, Inc. |
Entity Central Index Key | 0001499961 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Entity Small Business | true |
Document Type | S-4 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash | $ 4,541,013 | $ 486,604 |
Accounts receivable, net | 7,109,173 | 6,560,928 |
Due from Mullen Technologies, Inc. | 480,000 | |
Prepaid expenses and other assets | 1,837,972 | 1,621,144 |
Total current assets, net | 13,968,158 | 8,668,676 |
Intangible assets, net | 3,595,326 | 5,678,649 |
Goodwill | 7,681,186 | 7,681,186 |
Operating lease right-of-use asset | 801,062 | 380,986 |
Other long term assets | 780,998 | 629,651 |
Total assets | 26,826,730 | 23,039,148 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 7,171,376 | 6,037,833 |
Accrued expenses | 4,604,097 | 1,800,344 |
Deferred revenue | 1,607,329 | 1,401,117 |
Notes payable (current portion) | 1,330,018 | 909,086 |
Operating lease liability (current portion) | 140,973 | 133,727 |
Due to related party | 216,657 | 126,662 |
Total current liabilities | 15,070,450 | 10,408,769 |
Operating lease liability (net of current portion) | 660,621 | 247,259 |
Notes payable (net of current portion) | 8,613,587 | 8,342,461 |
Total liabilities | 24,344,658 | 18,998,489 |
STOCKHOLDERS' EQUITY | ||
Series A Convertible Preferred stock ($.0001 par value, 1,000,000 shares authorized, no shares issued and outstanding at December 31, 2020 and December 31, 2019) | ||
Common stock ($.0001 par value, 100,000,000 shares authorized and 4,997,349 and 4,111,082 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively) | 499 | 410 |
Paid in capital | 189,700,103 | 185,297,069 |
Accumulated other comprehensive loss | (2,259,410) | (2,274,187) |
Accumulated deficit | (184,692,067) | (178,750,634) |
Non-controlling interest | (267,053) | (231,999) |
Total stockholders' equity | 2,482,072 | 4,040,659 |
Total liabilities and stockholders' equity | $ 26,826,730 | $ 23,039,148 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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) | 4,997,349 | 4,111,082 |
Common stock, shares outstanding (in shares) | 4,997,349 | 4,111,082 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net revenues | ||
Total Revenues | $ 65,705,122 | $ 64,999,611 |
Costs and expenses: | ||
Cost of service fees | 55,861,403 | 54,721,710 |
Selling, general and administrative | 7,016,044 | 9,341,784 |
Non-cash compensation | 2,718,152 | 2,050,862 |
Bad debt expense | 1,566,804 | 1,350,177 |
Depreciation and amortization | 3,035,799 | 3,120,243 |
Total costs and operating expenses | 70,198,202 | 70,584,776 |
Loss from operations | (4,493,080) | (5,585,165) |
Interest expense | (1,446,640) | (1,112,527) |
Other income (expense) | (50,268) | 1,459,615 |
Impairment charge relating to goodwill | 0 | (1,326,566) |
Gain on disposition | 13,500 | |
Gain on disposition | ||
Net loss from continuing operations before income taxes | (5,919,894) | (5,324,649) |
Income taxes | ||
Net loss from continuing operations | (5,976,488) | (6,564,643) |
Net income attributable to the non-controlling interest | 35,054 | 106,261 |
Net loss attributable to Net Element, Inc. stockholders | (5,941,434) | (6,458,382) |
Foreign currency translation | 14,777 | (42,025) |
Comprehensive loss attributable to common stockholders | $ (5,926,657) | $ (6,500,407) |
Loss per share - basic and diluted (in dollars per share) | $ (1.34) | $ (1.60) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 4,420,777 | 4,041,957 |
Service Fees [Member] | ||
Net revenues | ||
Total Revenues | $ 65,705,122 | $ 64,999,611 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
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 |
Share based compensation (in shares) | 248,063 | |||||
Share based compensation | $ 24.36 | 2,050,837 | 2,050,861 | |||
Net income (loss) | (106,262) | (6,458,382) | (6,564,643) | |||
Comprehensive loss - foreign currency translation | (42,024) | (42,025) | ||||
Balance (in shares) at Dec. 31, 2019 | 4,111,082 | |||||
Balance at Dec. 31, 2019 | $ 410.66 | 185,297,069 | (2,274,187) | (231,999) | (178,750,633) | 4,040,659 |
Share based compensation (in shares) | 334,654 | |||||
Share based compensation | $ 33.47 | 2,721,865 | 2,721,899 | |||
Net income (loss) | (35,054) | (5,941,434) | (5,976,488) | |||
Comprehensive loss - foreign currency translation | 14,777 | 14,777 | ||||
ESOUSA transaction (in shares) | 551,613 | |||||
ESOUSA transaction | $ 55.16 | 1,681,169 | 1,681,225 | |||
Balance (in shares) at Dec. 31, 2020 | 4,997,349 | |||||
Balance at Dec. 31, 2020 | $ 499.28 | $ 189,700,103 | $ (2,259,410) | $ (267,053) | $ (184,692,067) | $ 2,482,072 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss attributable to Net Element, Inc. stockholders | $ (5,941,434) | $ (6,458,382) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-controlling interest | (35,054) | (106,261) |
Share based compensation | 2,718,152 | 2,050,862 |
Deferred revenue | 206,212 | (94,732) |
Impairment for Goodwill | 0 | 1,326,566 |
Provision for bad debt | 2,968 | (9,226) |
Depreciation and amortization | 3,035,799 | 3,120,243 |
Non cash interest | 386,004 | 56,875 |
Changes in assets and liabilities: | ||
Accounts receivable | (581,557) | (263,758) |
Due from Mullen Technologies, Inc. | (480,000) | |
Prepaid expenses and other assets | 198,448 | (132,218) |
Accounts payable and accrued expenses | 3,512,074 | (1,642,618) |
Net cash provided by (used in) operating activities | 3,021,612 | (2,152,649) |
Cash flows from investing activities: | ||
Purchase of portfolios and client acquisition costs | (603,533) | (2,313,662) |
Sale of Portfolio | 162,000 | |
Purchase of equipment and changes in other assets | (1,376,810) | (138,000) |
Net cash used in investing activities | (1,818,343) | (2,451,662) |
Cash flows from financing activities: | ||
Proceeds from SBA loans | 651,392 | |
Proceeds from indebtedness | 4,666,190 | 3,034,500 |
Repayment of indebtedness | (2,971,054) | (162,447) |
Lease liability | 420,608 | 380,986 |
Related party advances | 255,576 | 202,471 |
Net cash provided by financing activities | 3,022,712 | 3,455,510 |
Effect of exchange rate changes on cash | (20,225) | 15,505 |
Net increase (decrease) in cash | 4,205,756 | (1,133,296) |
Cash and restricted cash at beginning of year | 1,116,255 | 2,249,551 |
Cash and restricted cash at end of year | 5,322,011 | 1,116,255 |
Supplemental disclosure of cash flow information | ||
Interest | 1,060,636 | 730,993 |
Taxes | 266,559 | 120,544 |
Shares issued for redemption of indebtedness | $ 3,822,290 |
Note 1 - Organization and Opera
Note 1 - Organization and Operations | 12 Months Ended |
Dec. 31, 2020 | |
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 two 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 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 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 and Going Co
Note 2 - Liquidity and Going Concern Considerations | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2. LIQUIDITY AND GOING CONCERN CONSIDERATIONS Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained a net loss of approximately $5.9 December 31, 2020 $184.7 $1.7 December 31, 2020. The continuing spread of the novel coronavirus pandemic (“COVID- 19” 19 may During March 2020, 19 no 19 On March 27, 2020, $2,000,000 March 27, 2021, 88% $148,000 On April 23, 2020 August 3, 2020, $2,000,000 $15,000,000 one On March 27, 2020, first $148,000, September 30, 2020 $145,000 first not $148,000 On April 28, 2020, second $143,000, 65,862 $143,000 On August 11, 2020, third $707,000, 66,190 $707,000 On August 21, 2020, fourth $401,000, 45,654 $401,000 On September 25, 2020, fifth $426,000, 50,000 $426,000 On December 30, 2020, sixth $1,960,000, January 2021, 200,000 $1.960,000 On August 4, 2020, 4 not December 31, 2020, ( not not may may As contemplated by the Merger Agreement, on August 11, 2020, August 11, 2020 ( $500,000. 14% On December 29, 2020, 8.1 may may not December 31, 2020 ( 8.01 March 31, 2021. In addition, pursuant to the Amendment, the Company, Mullen and Merger Sub agreed that, if the registration statement on Form S- 4 not January 15, 2021, $13,333 5 th February 5, 2021 5 th On March 30, 2021, August 4, 2020, December 29, 2020 ( 8.1 may may not March 31, 2021 ( 8.01 April 30, 2021. The foregoing description of the Second Amendment does not Exhibit 2.10 At March 31, 2021, $1 Consummation of the Merger, the Divestiture, the Private Placement and the other transactions contemplated in the Merger Agreement, is subject to customary conditions including, among others, the approval of the Company's stockholders. There is no These conditions raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 2019 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 $3.7 $134,000 December 31, 2020 December 31, 2019 $43,000 $30,000 December 31, 2020 2019 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, 2020 December 31, 2019 Cash on consolidated balance sheet $ 4,541,013 $ 486,604 Restricted cash 780,998 629,651 Total cash and restricted cash $ 5,322,011 $ 1,116,255 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 Other Current Assets Other current assets 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 December 31, 2020 2019 . Balance December 31, 2018 $ 525,000 Purchases during 2019 272,000 Amortization 2019 (334,000 ) Balance December 31, 2019 $ 463,000 Purchases during 2020 248,000 Amortization 2020 (333,000 ) Balance December 31, 2020 $ 378,000 Also included in other current assets are prepaid PCI annual fees of approximately $ 298,000 and $345,000 December 31, 2020 2019 , respectively, and approximately $ 708,000 and $663,000 December 31, 2020 2019 , respectively. Amortization expense for the equipment placed in service for the years ended December 31, 2020 2019 $333,000 $334,000, Intangible Assets Intangible assets acquired, either individually or with a group of other assets (but not not December 31, 2020 2019 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, 2020 2019 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, 2019, $1.3 not December 31, 2020. For a discussion of the estimate methodology and the significance of various inputs, please see the subheading below titled “Use of Estimates.” 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 December 31, 2020 2019 $600,000 $1.9 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, and a note payable. 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 notes payable of approximately $9.9 $9.3 December 31, 2020 2019, 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. Leases Effective January 1, 2019, 2016 02, Leases 842 840, Leases 840 842 Under Topic 842, not 12 January 1, 2019. We identify leases in our contracts if the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. We do not not 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 International Transaction Solutions segment, 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 are responsible for losses. We also have pricing latitude and can provide services using several different network options. 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 2017, 2018 2019. 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 $223,000 $273,000 December 31, 2020 2019 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 $2.7 $2.1 December 31, 2020 2019 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. Recent Accounting Pronouncements Adoption of ASU 2016 02, In February 2016, 2016 02, 842 December 15, 2018, January 1, 2019, 842 842 no January 1, 2019. January 1, 2019 842, not 840. 842. Adoption of ASU 2016 13, 326 In June 2016, 2016 13, 326 January 1, 2020. not |
Note 4 - Due From Mullen
Note 4 - Due From Mullen | 12 Months Ended |
Dec. 31, 2020 | |
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 $7.1 6.6 December 31, 2020 2019 $6.7 $6.2 December 31, 2020 2019 $300,000 $400,000, December 31, 2020 2019 Our allowance for doubtful accounts was approximately $214,000 $214,000 December 31, 2020 2019 may |
Mullen [Member] | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 4. As contemplated by the Merger Agreement referred to in Note 2, August 11, 2020, $500,000 August 11, 2020 ( $500,000. 14% At March 31, 2021, $1 |
Note 5 - Accounts Receivable
Note 5 - Accounts Receivable | 12 Months Ended |
Dec. 31, 2020 | |
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 $7.1 6.6 December 31, 2020 2019 $6.7 $6.2 December 31, 2020 2019 $300,000 $400,000, December 31, 2020 2019 Our allowance for doubtful accounts was approximately $214,000 $214,000 December 31, 2020 2019 may |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 6. The Company had approximately $3.6 $5.7 December 31, 2020 2019 Intangible assets consisted of the following as of December 31, 2020 Cost Accumulated Amortization Carrying Value Amortization Life and Method IP Software $ 2,378,248 $ (2,321,843 ) $ 40,185 3 years - straight-line Portfolios and Client Lists 7,714,665 (6,776,317 ) 938,348 4 years - straight-line Client Acquisition Costs 8,841,617 (6,224,824 ) 2,616,794 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 Total $ 20,524,925 $ (16,913,379 ) $ 3,595,326 Intangible assets consisted of the following as of December 31, 2019 Cost Accumulated Amortization Carrying Value Amortization Life and Method IP Software $ 2,343,888 $ (2,240,695 ) $ 103,193 3 years - straight-line Portfolios and Client Lists 7,714,665 (5,614,880 ) 2,099,785 4 years - straight-line Client Acquisition Costs 8,238,018 (4,762,347 ) 3,475,671 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 Total $ 19,886,967 $ (14,208,318 ) $ 5,678,649 Amortization expense for the intangible assets was approximately $2.6 $2.7 December 31, 2020 2019 The following table presents the estimated aggregate future amortization expense of intangible assets: 2021 $ 866,629 2022 866,629 2023 866,629 2024 853,234 2025 142,205 Balance December 31, 2020 $ 3,595,326 |
Note 7 - Accrued Expenses
Note 7 - Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 7. At December 31, 2020 December 31, 2019 $4.6 $1.8 not December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019 Accrued professional fees $ 268,435 $ 276,239 PayOnline accrual 61,719 69,039 Accrued interest 409,525 43,021 Accrued bonus 1,690,556 1,318,060 Accrued foreign taxes (12,336 ) 2,064 Other accrued expenses 2,186,197 91,921 Total accrued expenses $ 4,604,097 $ 1,800,344 Included in accrued bonus are non-discretionary compensation due to our Chairman and CEO approximating $1.3 $979,000 December 31, 2020 2019 $386,000 $339,000 December 31, 2020 2019 Other accrued expenses includes $2.0 sixth December 30, 2020, 200,000 January 2021. |
Note 8 - Notes Payable
Note 8 - Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 8 . NOTES PAYABLE Notes payable consist of the following: December 31, 2020 December 31, 2019 RBL Capital Group, LLC $ 9,431,157 $ 9,431,157 SBA Loan - EIDL 159,899 - SBA Loan - PPP 491,493 - Subtotal 10,082,549 9,431,157 Less: deferred loan costs (138,944 ) (179,610 ) Subtotal 9,943,605 9,251,547 Less: current portion (1,330,018 ) (909,086 ) Long term debt $ 8,613,587 $ 8,342,461 RBL Capital Group, LLC Effective June 30, 2014, 18 $10 13.90% 10.65%. May 2, 2016, $10 $15 February 2019. The co-borrowers' obligations to RBL pursuant to the RBL Loan Agreement are secured by a first not On December 19, 2019, $1,000,000 $9,431,157. 14.19%. January 20, 2020, one 1 $117,329, five 5 $111,523. July 20, 2020, forty-eight 48 $258,620, March 20, 2024 not ten 10 five 5% not not On June 20, 2020, two 2 $9,431,157, first $4,432,157 14.19%. December 20, 2021, one 1 $67,746, eight 8 $5,540,128.. second $5,000,000 14.19%. June 20, 2020, one 1 $59,125 six 6 January 20,2021, twenty 20 $137,109, one 1 $3,290,475.In $894,311. $25,000 February 20, 2021; $25,000 June 20, 2021; $94,311 August 20, 2022; $750,000 September 20, 2022. not not On March 27, 2020, $2,000,000 March 27, 2021, 88% $148,000 On April 23, 2020 August 3, 2020, $2,000,000 $15,000,000 one On March 27, 2020, first $148,000, September 30, 2020 $145,000 first not $148,000 On April 28, 2020, second $143,000, 65,862 $143,000 On August 11, 2020, third $707,000, 66,190 $707,000 On August 21, 2020, fourth $401,000, 45,654 $401,000 On September 25, 2020, fifth $426,000, 50,000 $426,000 On December 30, 2020, sixth $1,960,000, January 2021, 200,000 $1,960,000 SBA Loans On May 7, 2020, $491,493 May 7, 2022 1% December 7, 2020, 17 two May 7, 2020. may eight first No On May 18, 2020, $159,899 twelve 3.75% Scheduled Notes Payable Principal Repayment at December 31, 2020 2021 1,330,018 2022 8,574,057 2023 5,514 2024 5,514 2025 167,446 Balance December 31, 2020 $ 10,082,549 |
Note 9 - Concentrations
Note 9 - Concentrations | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 For the year ended December 31, 2020 32% 53% 10% For the year ended December 31, 2019 44% 38% |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 . COMMITMENTS AND CONTINGENCIES Employment Agreement On February 25, 2020, , $250,000. 5 1 10,000 two 50% Minimum Billing Processing Fees Commitment We have non-exclusive agreements with two December 31, 2020, $150,000 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 September 2020, $65,600, 4 #707 $2,954. $65,600 1 $22,700 2 $20,100 December 31, 2020; 3 $22,800 March 31, 2021. first two third March 31, 2021, On September 26, 2019, 5,875 5 September 23, 2019 September 30, 2024. $16,156 $193,875 one 1 2 $11,500 July 7, 2020, $16,156 January 1, 2021. March 1, 2021, $16,156 $11,500, $2,000 4%. July 2020. Net Element Software, our subsidiary, currently leases approximately 1,654 $21,000.The June 1, 2019 International Transaction Solutions The Company occupies an office in Moscow, Russia with approximately 1600 $50,900, February 10, 2020. 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. The following table presents a reconciliation of the undiscounted future minimum lease payments, under the lease for the premises we occupy for our North American Transaction Solutions segment's U.S. headquarters, to the amounts reported as operating lease liabilities on the consolidated balance sheet as of December 31, 2020 Total Undiscounted future minimum lease payments: 2021 $ 229,589 2022 230,660 2023 231,764 2024 222,926 2025 129,250 Total $ 1,044,189 Amount representing imputed interest (242,596 ) Total operating lease liability 801,593 Current portion of operating lease liability (140,973 ) Operating Lease Liability, non-current $ 660,621 As of December 31, 2020 Remaining term on Leases 4.00 Incremental borrowing rate 12 % As of December 31, 2020, not 842, $21,000 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 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, A court ordered mediation conference was held on April 24, 2019 May 1, 2019 On August 14, 2019, September 17, 2019, March 23, 2020. July 2020. July 23, 2020, August 2020, Gene Zell In June 2014, October 2014, In April 2015, August 26, 2015, March 2017 In 2018, On September 20, 2019, A trial was scheduled for April 2020 Georgia Notes 18, On March 22, 2021, one 18, 2014 |
Note 11 - Related Party Transac
Note 11 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 11 . RELATED PARTY During the years ended December 31, 2020 2019, $105,000 $75,000, $865,000 $758,000 December 31, 2020 2019, At December 31, 2020 December 31, 2019, $122,000 $127,000, On March 27, 2020, $2,000,000 March 27, 2021, 88% $148,000 On March 27, 2020, first $148,000, September 30, 2020 $145,000 first not $148,000 On April 28, 2020, second $143,000, 65,862 $143,000 On August 11, 2020, third $707,000, 66,190 $707,000 On August 21, 2020, fourth $401,000, 45,654 $401,000 On September 25, 2020, fifth $426,000, 50,000 $426,000 On December 30, 2020, sixth $1,960,000, January 2021, 200,000 $1,960,000 |
Note 12 - Stockholders' Equity
Note 12 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
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. 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, 2019 On October 23, 2019, 2013 177,000 950,000 2013 On December 1, 2020, 2013 219,500 1,160,500 2013 The maximum aggregate number of shares of common stock available for award under the 2013 December 31, 2020 2019 210,500 252,436, 2013 2013 During the years ended December 31, 2020 2019 2013 $38,000 $60,000, At December 31, 2020 200,648 $10.73 7.07 December 31, 2019 154,005 $10.73 8.08 December 31, 2020 2019. During the year ended December 31, 2020 17,839 2013 $37,500. December 30, 2020, 316,835 2013 $2.7 no 2020. During the year ended December 31, 2019 80,000 2013 $503,000. December 31, 2019 22,000 2013 $138,000. December 30, 2019, 214,507 2013 $1,349,000. |
Note 13 - Warrants and Options
Note 13 - Warrants and Options | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | NOTE 13 . WARRANTS AND OPTIONS Options At December 31, 2020 2019 200,648 314,218, $6.29 134.00 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, 2020 no 2019 Warrants At December 31, 2020 2019 404,676 728,583 December 31, 2020 $11.12 f 2.00 years. At December 31, 2019 , the warrants had a weighted average exercise price of $6.18 3.00 Non-Incentive Plan Options At December 31, 2020 2019 46,643 323,498 $21.46 $21.84, 0.45 December 31, 2020 .92 December 31, 2019 These options were out of the money at December 31, 2020 2019 no |
Note 14 - Income Taxes
Note 14 - Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 14. The components of income (loss) before income tax provision are as follows: December 31, December 31, 2020 2019 United States (5,817,126 ) (5,350,774 ) Foreign (102,768 ) 26,125 (5,919,894 ) (5,324,649 ) There was no December 31, 2020 December 31, 2019 $21,538 $69,811 December 31, 2020 December 31, 2019 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, 2020 2019 U. S. Federal statutory income tax rate 21.00 % 21.00 % State income tax, net of federal tax benefit 4.28 % 4.37 % Currency translation adjustment -0.01 % 0.00 % Foreign income tax -0.36 % -1.31 % Difference in foreign tax rates 0.00 0.00 Change in valuation allowance (25.29 )% (25.39 )% Change in tax rates - - Effective income tax rate (0.36 )% (1.31 )% The effective tax rate on operations of negative ( 0.36 December 31, 2020 21%, 1.70% December 31, 2019 21% 1.31 December 31, 2020 21%, 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, 2020 2019 Deferred tax assets: Net operating loss carry forwards 19,006,668 18,234,015 Stock based compensation 231,984 162,199 Basis difference in goodwill 524,823 829,009 Basis difference in fixed assets 1,589 3,786 Basis difference in intangible assets 2,278,085 1,968,335 Allowance for bad debt (US) - - Stock price guarantee adjustment - - Valuation allowance for deferred tax assets (22,043,149 ) (21,197,343 ) 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, 2020, $77.8 December 31, 2019, $73.8 $2.6 $1.9 December 31, 2020 2019, $0.8 2020. 2020 may not $22 January 1, 2019 two twenty December 31, 2018 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 2019 $2.4 382 382 15.7 The Company can still fully utilize the NOLs generated after the change of the ownership, which was approximately $38.1 $53.7 December 31, 2020 The open United States tax years subject to examination with respect to our operations are 2017, 2018 2019. |
Note 15 - Other Income
Note 15 - Other Income | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Other Income and Other Expense Disclosure [Text Block] | NOTE 15. Include in other income, net for the year ended December 31, 2020 $1.1 not |
Note 16 - Segment Information
Note 16 - Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | NOTE 16. 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, 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. Segment Summary Information Geographic Summary Information 2020 Revenues 2020 Long-Lived Assets 2019 Revenues 2019 Long-Lived Assets North America $ 62,556,698 $ 12,421,144 $ 61,778,002 $ 13,325,444 Russia and CIS 3,148,424 1,028,796 3,221,609 1,048,801 The following tables present financial information of our reportable segments at and for the years ended December 31, 2020 2019 Twelve months ended December 31, 2020 North American Transaction Solutions International Transaction Solutions Corp Exp & Eliminations Total Net revenues $ 62,556,698 $ 3,148,424 $ - $ 65,705,122 Cost of revenues 53,593,342 2,268,061 - 55,861,403 Gross Margin 8,963,356 880,363 - 9,843,719 Gross margin % 14 % 28 % - 15 % Selling, general and administrative 2,717,009 974,680 3,324,355 7,016,044 Non-cash compensation - - 2,718,152 2,718,152 Provision for bad debt 1,563,847 2,957 - 1,566,804 Depreciation and amortization 3,013,256 22,543 - 3,035,799 Interest expense (income), net 1,398,617 - 48,023 1,446,640 Gain on disposition (13,500 ) - - (13,500 ) Other expense (income) (18,455 ) 4,491 64,232 50,268 Net (loss) income for segment $ 302,582 $ (124,308 ) $ (6,154,762 ) $ (5,976,488 ) Goodwill 6,671,750 1,009,436 - 7,681,186 Other segment assets 18,777,772 367,771 - 19,145,544 Total segment assets $ 25,449,522 $ 1,377,207 $ - $ 26,826,730 Twelve months ended December 31, 2019 North American Transaction Solutions International Transaction Solutions Corp Exp & Eliminations Total Net revenues $ 61,778,002 $ 3,221,609 $ - $ 64,999,611 Cost of revenues 52,395,752 2,325,958 - 54,721,710 Gross Margin 9,382,250 895,651 - 10,277,901 Gross margin % 15 % 28 % - 16 % Selling, general and administrative 2,587,411 1,077,294 5,677,079 9,341,784 Non-cash compensation 48,433 - 2,002,429 2,050,862 Provision for bad debt 1,369,015 (18,838 ) - 1,350,177 Depreciation and amortization 3,084,013 36,230 - 3,120,243 Interest expense (income), net 1,069,506 282 42,739 1,112,527 Impairment charge relating to goodwill - 1,326,566 - 1,326,566 Other (income) expense 300,225 (1,482,196 ) (277,644 ) (1,459,615 ) Net (loss) income for segment $ 923,647 $ (43,687 ) $ (7,444,603 ) $ (6,564,643 ) Goodwill 6,671,750 1,009,436 - 7,681,186 Other segment assets 14,906,737 451,225 - 15,357,962 Total segment assets $ 21,578,487 $ 1,460,661 $ - $ 23,039,148 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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, Comparability Adjustment [Policy Text Block] | Reclassifications Certain reclassifications of prior year amounts have been made to conform to the 2019 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 $3.7 $134,000 December 31, 2020 December 31, 2019 $43,000 $30,000 December 31, 2020 2019 |
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, 2020 December 31, 2019 Cash on consolidated balance sheet $ 4,541,013 $ 486,604 Restricted cash 780,998 629,651 Total cash and restricted cash $ 5,322,011 $ 1,116,255 |
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 |
Other Current Assets, Policy [Policy Text Block] | Other Current Assets Other current assets 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 December 31, 2020 2019 . Balance December 31, 2018 $ 525,000 Purchases during 2019 272,000 Amortization 2019 (334,000 ) Balance December 31, 2019 $ 463,000 Purchases during 2020 248,000 Amortization 2020 (333,000 ) Balance December 31, 2020 $ 378,000 Also included in other current assets are prepaid PCI annual fees of approximately $ 298,000 and $345,000 December 31, 2020 2019 , respectively, and approximately $ 708,000 and $663,000 December 31, 2020 2019 , respectively. Amortization expense for the equipment placed in service for the years ended December 31, 2020 2019 $333,000 $334,000, |
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, 2020 2019 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, 2020 2019 |
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, 2019, $1.3 not December 31, 2020. For a discussion of the estimate methodology and the significance of various inputs, please see the subheading below titled “Use of Estimates.” |
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 December 31, 2020 2019 $600,000 $1.9 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, and a note payable. 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 notes payable of approximately $9.9 $9.3 December 31, 2020 2019, 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. |
Lessee, Leases [Policy Text Block] | Leases Effective January 1, 2019, 2016 02, Leases 842 840, Leases 840 842 Under Topic 842, not 12 January 1, 2019. We identify leases in our contracts if the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. We do not not |
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 International Transaction Solutions segment, 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 are responsible for losses. We also have pricing latitude and can provide services using several different network options. |
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 2017, 2018 2019. |
Cost of Goods and Service [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 Cost [Policy Text Block] | Advertising and Promotion Costs Advertising and promotion costs are expensed as incurred. Advertising expense was approximately $223,000 $273,000 December 31, 2020 2019 |
Share-based Payment Arrangement [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 $2.7 $2.1 December 31, 2020 2019 |
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] | Recent Accounting Pronouncements Adoption of ASU 2016 02, In February 2016, 2016 02, 842 December 15, 2018, January 1, 2019, 842 842 no January 1, 2019. January 1, 2019 842, not 840. 842. Adoption of ASU 2016 13, 326 In June 2016, 2016 13, 326 January 1, 2020. not |
Note 3 - Summary of Significa_2
Note 3 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Restrictions on Cash and Cash Equivalents [Table Text Block] | December 31, 2020 December 31, 2019 Cash on consolidated balance sheet $ 4,541,013 $ 486,604 Restricted cash 780,998 629,651 Total cash and restricted cash $ 5,322,011 $ 1,116,255 |
Point of Sale Equipment, Effect on Other Current Assets [Table Text Block] | Balance December 31, 2018 $ 525,000 Purchases during 2019 272,000 Amortization 2019 (334,000 ) Balance December 31, 2019 $ 463,000 Purchases during 2020 248,000 Amortization 2020 (333,000 ) Balance December 31, 2020 $ 378,000 |
Note 6 - Intangible Assets (Tab
Note 6 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Cost Accumulated Amortization Carrying Value Amortization Life and Method IP Software $ 2,378,248 $ (2,321,843 ) $ 40,185 3 years - straight-line Portfolios and Client Lists 7,714,665 (6,776,317 ) 938,348 4 years - straight-line Client Acquisition Costs 8,841,617 (6,224,824 ) 2,616,794 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 Total $ 20,524,925 $ (16,913,379 ) $ 3,595,326 Cost Accumulated Amortization Carrying Value Amortization Life and Method IP Software $ 2,343,888 $ (2,240,695 ) $ 103,193 3 years - straight-line Portfolios and Client Lists 7,714,665 (5,614,880 ) 2,099,785 4 years - straight-line Client Acquisition Costs 8,238,018 (4,762,347 ) 3,475,671 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 Total $ 19,886,967 $ (14,208,318 ) $ 5,678,649 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2021 $ 866,629 2022 866,629 2023 866,629 2024 853,234 2025 142,205 Balance December 31, 2020 $ 3,595,326 |
Note 7 - Accrued Expenses (Tabl
Note 7 - Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | December 31, 2020 December 31, 2019 Accrued professional fees $ 268,435 $ 276,239 PayOnline accrual 61,719 69,039 Accrued interest 409,525 43,021 Accrued bonus 1,690,556 1,318,060 Accrued foreign taxes (12,336 ) 2,064 Other accrued expenses 2,186,197 91,921 Total accrued expenses $ 4,604,097 $ 1,800,344 |
Note 8 - Notes Payable (Tables)
Note 8 - Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | December 31, 2020 December 31, 2019 RBL Capital Group, LLC $ 9,431,157 $ 9,431,157 SBA Loan - EIDL 159,899 - SBA Loan - PPP 491,493 - Subtotal 10,082,549 9,431,157 Less: deferred loan costs (138,944 ) (179,610 ) Subtotal 9,943,605 9,251,547 Less: current portion (1,330,018 ) (909,086 ) Long term debt $ 8,613,587 $ 8,342,461 |
Schedule of Maturities of Long-term Debt [Table Text Block] | 2021 1,330,018 2022 8,574,057 2023 5,514 2024 5,514 2025 167,446 Balance December 31, 2020 $ 10,082,549 |
Note 10 - Commitments and Con_2
Note 10 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Total Undiscounted future minimum lease payments: 2021 $ 229,589 2022 230,660 2023 231,764 2024 222,926 2025 129,250 Total $ 1,044,189 Amount representing imputed interest (242,596 ) Total operating lease liability 801,593 Current portion of operating lease liability (140,973 ) Operating Lease Liability, non-current $ 660,621 As of December 31, 2020 Remaining term on Leases 4.00 Incremental borrowing rate 12 % |
Note 14 - Income Taxes (Tables)
Note 14 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | December 31, December 31, 2020 2019 United States (5,817,126 ) (5,350,774 ) Foreign (102,768 ) 26,125 (5,919,894 ) (5,324,649 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, December 31, 2020 2019 U. S. Federal statutory income tax rate 21.00 % 21.00 % State income tax, net of federal tax benefit 4.28 % 4.37 % Currency translation adjustment -0.01 % 0.00 % Foreign income tax -0.36 % -1.31 % Difference in foreign tax rates 0.00 0.00 Change in valuation allowance (25.29 )% (25.39 )% Change in tax rates - - Effective income tax rate (0.36 )% (1.31 )% |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, December 31, 2020 2019 Deferred tax assets: Net operating loss carry forwards 19,006,668 18,234,015 Stock based compensation 231,984 162,199 Basis difference in goodwill 524,823 829,009 Basis difference in fixed assets 1,589 3,786 Basis difference in intangible assets 2,278,085 1,968,335 Allowance for bad debt (US) - - Stock price guarantee adjustment - - Valuation allowance for deferred tax assets (22,043,149 ) (21,197,343 ) 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, 2020 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | 2020 Revenues 2020 Long-Lived Assets 2019 Revenues 2019 Long-Lived Assets North America $ 62,556,698 $ 12,421,144 $ 61,778,002 $ 13,325,444 Russia and CIS 3,148,424 1,028,796 3,221,609 1,048,801 Twelve months ended December 31, 2020 North American Transaction Solutions International Transaction Solutions Corp Exp & Eliminations Total Net revenues $ 62,556,698 $ 3,148,424 $ - $ 65,705,122 Cost of revenues 53,593,342 2,268,061 - 55,861,403 Gross Margin 8,963,356 880,363 - 9,843,719 Gross margin % 14 % 28 % - 15 % Selling, general and administrative 2,717,009 974,680 3,324,355 7,016,044 Non-cash compensation - - 2,718,152 2,718,152 Provision for bad debt 1,563,847 2,957 - 1,566,804 Depreciation and amortization 3,013,256 22,543 - 3,035,799 Interest expense (income), net 1,398,617 - 48,023 1,446,640 Gain on disposition (13,500 ) - - (13,500 ) Other expense (income) (18,455 ) 4,491 64,232 50,268 Net (loss) income for segment $ 302,582 $ (124,308 ) $ (6,154,762 ) $ (5,976,488 ) Goodwill 6,671,750 1,009,436 - 7,681,186 Other segment assets 18,777,772 367,771 - 19,145,544 Total segment assets $ 25,449,522 $ 1,377,207 $ - $ 26,826,730 Twelve months ended December 31, 2019 North American Transaction Solutions International Transaction Solutions Corp Exp & Eliminations Total Net revenues $ 61,778,002 $ 3,221,609 $ - $ 64,999,611 Cost of revenues 52,395,752 2,325,958 - 54,721,710 Gross Margin 9,382,250 895,651 - 10,277,901 Gross margin % 15 % 28 % - 16 % Selling, general and administrative 2,587,411 1,077,294 5,677,079 9,341,784 Non-cash compensation 48,433 - 2,002,429 2,050,862 Provision for bad debt 1,369,015 (18,838 ) - 1,350,177 Depreciation and amortization 3,084,013 36,230 - 3,120,243 Interest expense (income), net 1,069,506 282 42,739 1,112,527 Impairment charge relating to goodwill - 1,326,566 - 1,326,566 Other (income) expense 300,225 (1,482,196 ) (277,644 ) (1,459,615 ) Net (loss) income for segment $ 923,647 $ (43,687 ) $ (7,444,603 ) $ (6,564,643 ) Goodwill 6,671,750 1,009,436 - 7,681,186 Other segment assets 14,906,737 451,225 - 15,357,962 Total segment assets $ 21,578,487 $ 1,460,661 $ - $ 23,039,148 |
Note 1 - Organization and Ope_2
Note 1 - Organization and Operations (Details Textual) | 12 Months Ended |
Dec. 31, 2020 | |
Number of Reportable Segments | 2 |
Note 2 - Liquidity and Going _2
Note 2 - Liquidity and Going Concern Considerations (Details Textual) - USD ($) | Jan. 15, 2021 | Dec. 30, 2020 | Sep. 25, 2020 | Aug. 21, 2020 | Aug. 11, 2020 | Apr. 28, 2020 | Mar. 27, 2020 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | Aug. 03, 2020 |
Net Income (Loss) Attributable to Parent, Total | $ (5,941,434) | $ (6,458,382) | |||||||||||
Retained Earnings (Accumulated Deficit), Ending Balance | (184,692,067) | (178,750,634) | |||||||||||
Working Capital | (1,700,000) | ||||||||||||
Long-term Debt, Gross | 10,082,549 | 9,431,157 | |||||||||||
Sale of Promissory Note, Periodic Purchase Amount | $ 148,000 | ||||||||||||
Other Accrued Liabilities, Current | 2,186,197 | $ 91,921 | |||||||||||
Tranche from ESOUSA Agreement [Member] | |||||||||||||
Other Accrued Liabilities, Current | $ 145,000 | ||||||||||||
Esousa Holdings LLC [Member] | |||||||||||||
Sale of Promissory Note, Percent of Gross Proceeds of Equity Sale Used to Finance Purchase of Note | 88.00% | ||||||||||||
Sale of Promissory Note, Periodic Purchase Amount | $ 148,000 | ||||||||||||
Proceeds from Sale of Notes Payable | $ 143,000 | 148,000 | |||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 50,000 | 45,654 | 66,190 | 65,862 | |||||||||
Esousa Holdings LLC [Member] | Subsequent Event [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 200,000 | ||||||||||||
RBL Capital Group, LLC [Member] | |||||||||||||
Proceeds from Sale of Notes Payable | $ 1,960,000 | $ 426,000 | $ 401,000 | $ 707,000 | $ 143,000 | 148,000 | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 200,000 | ||||||||||||
Receivable with Imputed Interest, Face Amount | $ 500,000 | ||||||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 14.00% | ||||||||||||
RBL Capital Group, LLC [Member] | Tranche from ESOUSA Agreement [Member] | |||||||||||||
Other Accrued Liabilities, Current | $ 2,000,000 | ||||||||||||
Mullen [Member] | |||||||||||||
Receivable with Imputed Interest, Face Amount | $ 500,000 | ||||||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 14.00% | ||||||||||||
Mullen [Member] | Subsequent Event [Member] | |||||||||||||
Registration Filing, Late Fee Per Day | $ 13,333 | ||||||||||||
Registration Filing, Late Fees Owed | $ 1,000,000 | ||||||||||||
Promissory Note Issued to RBL Capital Group [Member] | |||||||||||||
Long-term Debt, Gross | $ 2,000,000 | $ 15,000,000 |
Note 3 - Summary of Significa_3
Note 3 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash, Uninsured Amount | $ 3,700,000 | $ 134,000 |
Inventory Write-down | 333,000 | 334,000 |
Impairment of Intangible Assets, Finite-lived | 0 | 0 |
Goodwill, Impairment Loss | 0 | 1,326,566 |
Payments to Acquire Intangible Assets | 603,533 | 2,313,662 |
Long-term Debt, Total | $ 9,943,605 | 9,251,547 |
Open Tax Year | 2017 2018 2019 | |
Advertising Expense | $ 223,000 | 273,000 |
Share-based Payment Arrangement, Expense | $ 2,718,152 | $ 2,050,862 |
Client Acquisition Costs [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 4 years | 4 years |
Payments to Acquire Intangible Assets | $ 600,000 | $ 1,900,000 |
Other Current Assets [Member] | ||
Prepaid PCI Annual Fees | 298,000 | 345,000 |
Prepaid Annual Fee Commissions | $ 708,000 | 663,000 |
Weighted Average [Member] | ||
Merchant Contracts, Term (Year) | 3 years | |
Russia and Cayman Islands [Member] | ||
Cash, Uninsured Amount | $ 43,000 | $ 30,000 |
Note 3 - Summary of Significa_4
Note 3 - Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Cash on consolidated balance sheet | $ 4,541,013 | $ 486,604 |
Restricted cash | 780,998 | 629,651 |
Total cash and restricted cash | $ 5,322,011 | $ 1,116,255 |
Note 3 - Summary of Significa_5
Note 3 - Summary of Significant Accounting Policies - Effect of Point-of-sale Equipment on Other Current Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Balance | $ 463,000 | $ 525,000 |
Purchases | 248,000 | 272,000 |
Amortization | (333,000) | (334,000) |
Balance | $ 378,000 | $ 463,000 |
Note 4 - Due From Mullen (Detai
Note 4 - Due From Mullen (Details Textual) - USD ($) | Dec. 30, 2020 | Aug. 11, 2020 | Mar. 31, 2021 |
RBL Capital Group, LLC [Member] | |||
Proceeds from Notes Payable, Total | $ 500,000 | ||
Receivable with Imputed Interest, Face Amount | $ 500,000 | ||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 14.00% | ||
Mullen [Member] | |||
Receivable with Imputed Interest, Face Amount | $ 500,000 | ||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 14.00% | ||
Mullen [Member] | Subsequent Event [Member] | |||
Registration Filing, Late Fees Owed | $ 1,000,000 |
Note 5 - Accounts Receivable (D
Note 5 - Accounts Receivable (Details Textual) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable, after Allowance for Credit Loss, Current, Total | $ 7,109,173 | $ 6,560,928 |
Accounts Receivable, Allowance for Credit Loss, Current | 214,000 | 214,000 |
North American Credit Card Processing [Member] | ||
Accounts Receivable, after Allowance for Credit Loss, Current, Total | 300,000 | 400,000 |
Non-US [Member] | ||
Accounts Receivable, after Allowance for Credit Loss, Current, Total | $ 6,700,000 | $ 6,200,000 |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 3,595,326 | $ 5,678,649 |
Amortization of Intangible Assets, Total | $ 2,600,000 | $ 2,700,000 |
Note 6 - Intangible Assets - In
Note 6 - Intangible Assets - Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets, cost | $ 20,524,925 | $ 19,886,967 |
Intangible assets, accumulated amortization | (16,913,379) | (14,208,318) |
Intangible assets, carrying value | 3,595,326 | 5,678,649 |
Computer Software, Intangible Asset [Member] | ||
Intangible assets, cost | 2,378,248 | 2,343,888 |
Intangible assets, accumulated amortization | (2,321,843) | (2,240,695) |
Intangible assets, carrying value | $ 40,185 | $ 103,193 |
Intangible assets, useful life (Year) | 3 years | 3 years |
Portfolios and Client Lists [Member] | ||
Intangible assets, cost | $ 7,714,665 | $ 7,714,665 |
Intangible assets, accumulated amortization | (6,776,317) | (5,614,880) |
Intangible assets, carrying value | $ 938,348 | $ 2,099,785 |
Intangible assets, useful life (Year) | 4 years | 4 years |
Client Acquisition Costs [Member] | ||
Intangible assets, cost | $ 8,841,617 | $ 8,238,018 |
Intangible assets, accumulated amortization | (6,224,824) | (4,762,347) |
Intangible assets, carrying value | $ 2,616,794 | $ 3,475,671 |
Intangible assets, useful life (Year) | 4 years | 4 years |
PCI Certifiction [Member] | ||
Intangible assets, cost | $ 449,000 | $ 449,000 |
Intangible assets, accumulated amortization | (449,000) | (449,000) |
Intangible assets, carrying value | ||
Intangible assets, useful life (Year) | 3 years | 3 years |
Trademarks [Member] | ||
Intangible assets, cost | $ 703,586 | $ 703,586 |
Intangible assets, accumulated amortization | (703,586) | (703,586) |
Intangible assets, carrying value | ||
Intangible assets, useful life (Year) | 3 years | 3 years |
Internet Domain Names [Member] | ||
Intangible assets, cost | $ 437,810 | $ 437,810 |
Intangible assets, accumulated amortization | (437,810) | (437,810) |
Intangible assets, carrying value | ||
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, 2020 | Dec. 31, 2019 |
2021 | $ 866,629 | |
2022 | 866,629 | |
2023 | 866,629 | |
2024 | 853,234 | |
2025 | 142,205 | |
Balance | $ 3,595,326 | $ 5,678,649 |
Note 7 - Accrued Expenses (Deta
Note 7 - Accrued Expenses (Details Textual) - USD ($) | Dec. 30, 2020 | Sep. 25, 2020 | Aug. 21, 2020 | Aug. 11, 2020 | Apr. 28, 2020 | Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Accrued Liabilities, Current, Total | $ 4,604,097 | $ 1,800,344 | |||||||
Other Accrued Liabilities, Current | 2,186,197 | 91,921 | |||||||
RBL Capital Group, LLC [Member] | |||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 200,000 | ||||||||
Esousa Holdings LLC [Member] | |||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 50,000 | 45,654 | 66,190 | 65,862 | |||||
Esousa Holdings LLC [Member] | Subsequent Event [Member] | |||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 200,000 | ||||||||
Tranche from ESOUSA Agreement [Member] | |||||||||
Other Accrued Liabilities, Current | $ 145,000 | ||||||||
Tranche from ESOUSA Agreement [Member] | RBL Capital Group, LLC [Member] | |||||||||
Other Accrued Liabilities, Current | 2,000,000 | ||||||||
Chief Executive Officer [Member] | |||||||||
Accrued Bonuses | 1,300,000 | 979,000 | |||||||
Employees [Member] | |||||||||
Accrued Bonuses | $ 386,000 | $ 339,000 |
Note 7 - Accrued Expenses - Acc
Note 7 - Accrued Expenses - Accrued expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued professional fees | $ 268,435 | $ 276,239 |
PayOnline accrual | 61,719 | 69,039 |
Accrued interest | 409,525 | 43,021 |
Accrued bonus | 1,690,556 | 1,318,060 |
Accrued foreign taxes | (12,336) | 2,064 |
Other Accrued Liabilities, Current | 2,186,197 | 91,921 |
Total accrued expenses | $ 4,604,097 | $ 1,800,344 |
Note 8 - Notes Payable (Details
Note 8 - Notes Payable (Details Textual) - USD ($) | Sep. 20, 2022 | Aug. 20, 2022 | Jun. 20, 2021 | Feb. 20, 2021 | Dec. 30, 2020 | Sep. 25, 2020 | Aug. 21, 2020 | Aug. 11, 2020 | Aug. 03, 2020 | Jun. 20, 2020 | May 18, 2020 | May 07, 2020 | Apr. 28, 2020 | Mar. 27, 2020 | Dec. 19, 2019 | Jun. 30, 2014 | Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | May 02, 2016 |
Long-term Debt, Gross | $ 10,082,549 | $ 9,431,157 | |||||||||||||||||||
Sale of Promissory Note, Periodic Purchase Amount | $ 148,000 | ||||||||||||||||||||
Other Accrued Liabilities, Current | 2,186,197 | 91,921 | |||||||||||||||||||
Proceeds from Paycheck Protection Program Under CARES Act | $ 491,493 | ||||||||||||||||||||
Payments for (Proceeds from) Deposit on Loan | $ 159,899 | ||||||||||||||||||||
Tranche from ESOUSA Agreement [Member] | |||||||||||||||||||||
Other Accrued Liabilities, Current | $ 145,000 | ||||||||||||||||||||
Esousa Holdings LLC [Member] | |||||||||||||||||||||
Sale of Promissory Note, Percent of Gross Proceeds of Equity Sale Used to Finance Purchase of Note | 88.00% | ||||||||||||||||||||
Sale of Promissory Note, Periodic Purchase Amount | $ 148,000 | ||||||||||||||||||||
Proceeds from Sale of Notes Payable | $ 143,000 | 148,000 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 50,000 | 45,654 | 66,190 | 65,862 | |||||||||||||||||
Esousa Holdings LLC [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 200,000 | ||||||||||||||||||||
RBL Capital Group, LLC [Member] | |||||||||||||||||||||
Proceeds from Sale of Notes Payable | $ 1,960,000 | $ 426,000 | $ 401,000 | $ 707,000 | $ 143,000 | 148,000 | |||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 200,000 | ||||||||||||||||||||
RBL Capital Group, LLC [Member] | Tranche from ESOUSA Agreement [Member] | |||||||||||||||||||||
Other Accrued Liabilities, Current | 2,000,000 | ||||||||||||||||||||
Promissory Note Issued to RBL Capital Group [Member] | |||||||||||||||||||||
Long-term Debt, Gross | $ 15,000,000 | 2,000,000 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 2,000,000 | ||||||||||||||||||||
RBL Capital Group, LLC [Member] | |||||||||||||||||||||
Long-term Debt, Gross | $ 9,431,157 | $ 9,431,157 | |||||||||||||||||||
RBL Capital Group, LLC [Member] | RBL Loan Agreement [Member] | |||||||||||||||||||||
Debt Instrument, Term (Month) | 1 year 180 days | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | $ 15,000,000 | |||||||||||||||||||
RBL Capital Group, LLC [Member] | RBL Loan Agreement [Member] | Prime Rate [Member] | |||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 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 Term Note [Member] | |||||||||||||||||||||
Debt Instrument, Term (Month) | 1 year 240 days | ||||||||||||||||||||
Proceeds from Lines of Credit, Total | $ 1,000,000 | ||||||||||||||||||||
Long-term Debt, Gross | $ 9,431,157 | $ 9,431,157 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.19% | ||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | 137,109 | ||||||||||||||||||||
Debt Instrument, Late Charge if Not Paid Within 10 Days, Percent | 5.00% | ||||||||||||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 3,290,475 | ||||||||||||||||||||
Debt Issuance Costs, Gross | 894,311 | ||||||||||||||||||||
RBL Capital Group, LLC [Member] | RBL Term Note [Member] | Forecast [Member] | |||||||||||||||||||||
Payments of Debt Issuance Costs | $ 750,000 | $ 94,311 | $ 25,000 | $ 25,000 | |||||||||||||||||
RBL Capital Group, LLC [Member] | RBL Term Note [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 67,746 | $ 117,329 | |||||||||||||||||||
RBL Capital Group, LLC [Member] | RBL Term Note [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 111,523 | ||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 5,540,128 | ||||||||||||||||||||
RBL Capital Group, LLC [Member] | RBL Term Note [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 258,620 | ||||||||||||||||||||
RBL Capital Group, LLC [Member] | RBL Term Note, One [Member] | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.19% | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,432,157 | ||||||||||||||||||||
RBL Capital Group, LLC [Member] | RBL Term Note, Two [Member] | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 14.19% | ||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 59,125 | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | ||||||||||||||||||||
Priority Payment Systems LLC [Member] | |||||||||||||||||||||
Proceeds from Issuance of Debt | $ 15,000,000 |
Note 8 - Notes Payable - Notes
Note 8 - Notes Payable - Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Long-term debt, gross | $ 10,082,549 | $ 9,431,157 |
Long-term debt, gross | 10,082,549 | 9,431,157 |
Less: deferred loan costs | (138,944) | (179,610) |
Subtotal | 9,943,605 | 9,251,547 |
Less: current portion | (1,330,018) | (909,086) |
Long term debt | 8,613,587 | 8,342,461 |
RBL Capital Group, LLC [Member] | ||
Long-term debt, gross | 9,431,157 | 9,431,157 |
Long-term debt, gross | 9,431,157 | 9,431,157 |
SBA Loans [Member] | ||
Long-term debt, gross | 159,899 | |
Long-term debt, gross | 159,899 | |
Paycheck Protection Program CARES Act [Member] | ||
Long-term debt, gross | 491,493 | |
Long-term debt, gross | $ 491,493 |
Note 8 - Notes Payable - Schedu
Note 8 - Notes Payable - Scheduled Notes Payable Principal Repayment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
2021 | $ 1,330,018 | |
2022 | 8,574,057 | |
2023 | 5,514 | |
2024 | 5,514 | |
2025 | 167,446 | |
Balance | $ 10,082,549 | $ 9,431,157 |
Note 9 - Concentrations (Detail
Note 9 - Concentrations (Details Textual) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Major Customers | 1 | 1 |
Concentration Risk, Percentage | 5.00% | 5.00% |
Priority Payment Systems LLC [Member] | ||
Concentration Risk, Percentage | 32.00% | 44.00% |
BIN and ICA [Member] | ||
Concentration Risk, Percentage | 53.00% | 38.00% |
First Data Corp [Member] | ||
Concentration Risk, Percentage | 10.00% |
Note 10 - Commitments and Con_3
Note 10 - Commitments and Contingencies (Details Textual) | Mar. 01, 2021USD ($) | Jan. 01, 2021USD ($) | Jul. 07, 2020USD ($) | Feb. 25, 2020USD ($)shares | Sep. 26, 2019USD ($)ft² | Jun. 01, 2019USD ($)ft² | Mar. 11, 2019USD ($)ft² | Oct. 05, 2017 | Aug. 01, 2017USD ($) | Sep. 30, 2020USD ($) | May 31, 2013USD ($)ft² | Dec. 31, 2016USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2018shares | Jul. 18, 2017shares | Aug. 06, 2014shares |
Lessee, Operating Lease, Liability, to be Paid, Total | $ 1,044,189 | |||||||||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 21,000 | |||||||||||||||
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 (in shares) | shares | 125,000 | 125,000 | 125,000 | |||||||||||||
Lease Agreement for Office at Florida [Member] | ||||||||||||||||
Area of Real Estate Property (Square Foot) | ft² | 5,875 | 4,101 | ||||||||||||||
Periodic Lease and Rental Expense, Per Month | $ 11,500 | $ 16,156 | $ 14,354 | $ 16,800 | $ 19,448 | |||||||||||
Periodic Lease and Rental Expense, Annual | $ 193,875 | $ 172,248 | $ 233,377 | |||||||||||||
Lessee, Operating Lease, Term of Contract (Year) | 5 years | 5 years | 4 years | |||||||||||||
Lessee, Operating Lease, Liability, to be Paid, Total | $ 65,600 | |||||||||||||||
Lessee, Operating Lease, Monthly Rent | 2,954 | |||||||||||||||
Lessee, Operating Lease, Liability, to be Paid, Upon Modification | 22,700 | |||||||||||||||
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year | 20,100 | |||||||||||||||
Lessee, Operating Lease, Liability, to be Paid, First Quarter Year One | $ 22,800 | |||||||||||||||
Operating Lease, Deferred Rent, Interest Rate | 4.00% | |||||||||||||||
Lease Agreement for Office at Florida [Member] | Forecast [Member] | ||||||||||||||||
Additional Periodic Lease and Rental Expense, Per Month | $ 2,000 | |||||||||||||||
Lease Agreement for Office at Florida [Member] | Subsequent Event [Member] | ||||||||||||||||
Periodic Lease and Rental Expense, Per Month | $ 16,156 | |||||||||||||||
Lease Agreement for Office in Yekaterinburg, Russia [Member] | ||||||||||||||||
Area of Real Estate Property (Square Foot) | ft² | 1,654 | |||||||||||||||
Periodic Lease and Rental Expense, Annual | $ 21,000 | |||||||||||||||
Lease Agreement for Office in Moscow Russia [Member] | ||||||||||||||||
Area of Real Estate Property (Square Foot) | ft² | 1,600 | |||||||||||||||
Periodic Lease and Rental Expense, Annual | $ 50,900 | |||||||||||||||
Processing Provider 1 [Member] | ||||||||||||||||
Minimum Monthly Fees Per Month | $ 150,000 | |||||||||||||||
Chief Legal Officer and Corporate Secretary [Member] | ||||||||||||||||
Annual Base Salary | $ 250,000 | |||||||||||||||
Employment Agreement, Term (Year) | 5 years | |||||||||||||||
Employment Agreement, Renewal Term (Year) | 1 year | |||||||||||||||
Employment Agreement, Signing Bonus, Shares (in shares) | shares | 10,000 | |||||||||||||||
Employment Agreement, Bonus Percent | 50.00% |
Note 10 - Commitments and Con_4
Note 10 - Commitments and Contingencies - Minimum Lease Payments for North American Transaction Solutions Segment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
2021 | $ 229,589 | |
2022 | 230,660 | |
2023 | 231,764 | |
2024 | 222,926 | |
2025 | 129,250 | |
Total | 1,044,189 | |
Amount representing imputed interest | (242,596) | |
Total operating lease liability | 801,593 | |
Current portion of operating lease liability | (140,973) | $ (133,727) |
Operating lease liability (net of current portion) | $ 660,621 | $ 247,259 |
Remaining term on Leases (Year) | 4 years | |
Incremental borrowing rate | 12.00% |
Note 11 - Related Party Trans_2
Note 11 - Related Party Transactions (Details Textual) - USD ($) | Dec. 30, 2020 | Sep. 25, 2020 | Aug. 21, 2020 | Aug. 11, 2020 | Apr. 28, 2020 | Mar. 27, 2020 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Aug. 03, 2020 |
Due to Related Parties, Current, Total | $ 216,657 | $ 126,662 | |||||||||
Long-term Debt, Gross | 10,082,549 | 9,431,157 | |||||||||
Sale of Promissory Note, Periodic Purchase Amount | $ 148,000 | ||||||||||
Other Accrued Liabilities, Current | 2,186,197 | 91,921 | |||||||||
Tranche from ESOUSA Agreement [Member] | |||||||||||
Other Accrued Liabilities, Current | $ 145,000 | ||||||||||
Esousa Holdings LLC [Member] | |||||||||||
Sale of Promissory Note, Percent of Gross Proceeds of Equity Sale Used to Finance Purchase of Note | 88.00% | ||||||||||
Sale of Promissory Note, Periodic Purchase Amount | $ 148,000 | ||||||||||
Proceeds from Sale of Notes Payable | $ 143,000 | 148,000 | |||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 50,000 | 45,654 | 66,190 | 65,862 | |||||||
Esousa Holdings LLC [Member] | Subsequent Event [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 200,000 | ||||||||||
RBL Capital Group, LLC [Member] | |||||||||||
Proceeds from Sale of Notes Payable | $ 1,960,000 | $ 426,000 | $ 401,000 | $ 707,000 | $ 143,000 | 148,000 | |||||
Stock Issued During Period, Shares, New Issues (in shares) | 200,000 | ||||||||||
RBL Capital Group, LLC [Member] | Tranche from ESOUSA Agreement [Member] | |||||||||||
Other Accrued Liabilities, Current | 2,000,000 | ||||||||||
Promissory Note Issued to RBL Capital Group [Member] | |||||||||||
Long-term Debt, Gross | $ 2,000,000 | $ 15,000,000 | |||||||||
Prime Portfolios, LLC [Member] | |||||||||||
Payments for Commissions | 105,000 | 75,000 | |||||||||
Key Members of Management Owned Companies [Member] | |||||||||||
Payments for Commissions | 865,000 | 758,000 | |||||||||
Chief Executive Officer [Member] | |||||||||||
Due to Related Parties, Current, Total | $ 122,000 | $ 127,000 |
Note 12 - Stockholders' Equity
Note 12 - Stockholders' Equity (Details Textual) | Dec. 01, 2020shares | Oct. 23, 2019shares | Nov. 27, 2018shares | Oct. 05, 2017 | Oct. 02, 2017shares | Jun. 12, 2015shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 13, 2016shares |
Increase (Decrease) in Common Stock Shares Authorized (in shares) | (300,000,000) | 100,000,000 | |||||||
Common Stock, Shares Authorized (in shares) | 100,000,000 | 300,000,000 | 100,000,000 | 100,000,000 | 400,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 200,648 | 314,218 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | |||||||
Share-based Payment Arrangement, Expense | $ | $ 2,718,152 | $ 2,050,862 | |||||||
Share-based Payment Arrangement, Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 200,648 | 154,005 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance (in dollars per share) | $ / shares | $ 10.73 | $ 10.73 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year) | 7 years 25 days | 8 years 29 days | |||||||
Plan 2013 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 219,500 | 177,000 | 178,900 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,160,500 | 950,000 | 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 (in shares) | 210,500 | 252,436 | |||||||
Plan 2013 [Member] | Board of Directors [Member] | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount, Total | $ | $ 38,000 | $ 60,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 17,839 | ||||||||
Share-based Payment Arrangement, Expense | $ | $ 37,500 | $ 138,000 | |||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in shares) | 22,000 | ||||||||
Plan 2013 [Member] | Employees and Consultants [Member] | |||||||||
Share-based Payment Arrangement, Expense | $ | $ 2,700,000 | $ 1,349,000 | |||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in shares) | 316,835 | 214,507 | |||||||
Plan 2013 [Member] | Executive Officer [Member] | |||||||||
Share-based Payment Arrangement, Expense | $ | $ 503,000 | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in shares) | 80,000 | ||||||||
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 | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 200,648 | 314,218 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 |
Non-Incentive Plan Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 46,643 | 323,498 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance (in dollars per share) | $ 21.46 | $ 21.84 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year) | 164 days | 335 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | $ 0 |
Warrants to Purchase Common Stock [Member] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 404,676 | 728,583 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 11.12 | $ 6.18 |
Warrants and Rights Outstanding, Remaining Contractual Term (Year) | 2 years | 3 years |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance (in dollars per share) | $ 6.29 | $ 6.29 |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance (in dollars per share) | $ 134 | $ 134 |
Note 14 - Income Taxes (Details
Note 14 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
Foreign Income Tax Expense (Benefit), Continuing Operations, Total | $ 21,538 | $ 69,811 |
Effective Income Tax Rate Reconciliation, Percent, Total | (0.36%) | (1.31%) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 800,000 | |
Deferred Tax Assets, Valuation Allowance, Total | 22,043,149 | $ 21,197,343 |
IRC Section 382, Pre-change Losses Carryforward, Limitation, Annual | 2,400,000 | 2,400,000 |
Operating Loss Carryforwards, Cumulative Amount Release From Section 382 | 15,700,000 | |
Operating Loss Carryforwards, After Change of Ownership | 38,100,000 | |
Operating Loss Carryforwards, Subject to IRC Section 382 | $ 53,700,000 | |
Open Tax Year | 2017 2018 2019 | |
Federal and State [Member] | ||
Operating Loss Carryforwards, Total | $ 77,800,000 | 73,800,000 |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards, Total | $ 2,600,000 | $ 1,900,000 |
Note 14 - Income Taxes - Compon
Note 14 - Income Taxes - Components of Income (Loss) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
United States | $ (5,817,126) | $ (5,350,774) |
Foreign | (102,768) | 26,125 |
Net loss from continuing operations before income taxes | $ (5,919,894) | $ (5,324,649) |
Note 14 - Income Taxes - Reconc
Note 14 - Income Taxes - Reconciliation of the Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
U. S. Federal statutory income tax rate | 21.00% | 21.00% |
State income tax, net of federal tax benefit | 4.28% | 4.37% |
Currency translation adjustment | 0.01% | 0.00% |
Foreign income tax | (0.36%) | (1.31%) |
Difference in foreign tax rates | 0.00% | 0.00% |
Change in valuation allowance | (25.29%) | (25.39%) |
Change in tax rates | ||
Effective income tax rate | (0.36%) | (1.31%) |
Note 14 - Income Taxes - Deferr
Note 14 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 19,006,668 | $ 18,234,015 |
Stock based compensation | 231,984 | 162,199 |
Basis difference in goodwill | 524,823 | 829,009 |
Basis difference in fixed assets | 1,589 | 3,786 |
Basis difference in intangible assets | 2,278,085 | 1,968,335 |
Allowance for bad debt (US) | ||
Stock price guarantee adjustment | ||
Valuation allowance for deferred tax assets | (22,043,149) | (21,197,343) |
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) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Other Nonoperating Income (Expense) [Member] | |
Income Recognized for Merchant Deposit Reserves Reversed | $ 1.1 |
Note 16 - Segment Information_2
Note 16 - Segment Information (Details Textual) | Apr. 30, 2013 |
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, 2020 | Dec. 31, 2019 | |
Revenues | $ 65,705,122 | $ 64,999,611 |
Net revenues | 65,705,122 | 64,999,611 |
Cost of revenues | 55,861,403 | 54,721,710 |
Gross Margin | $ 9,843,719 | $ 10,277,901 |
Gross margin % | 15.00% | 16.00% |
Selling, general and administrative | $ 7,016,044 | $ 9,341,784 |
Non-cash compensation | 2,718,152 | 2,050,862 |
Provision for bad debt | 1,566,804 | 1,350,177 |
Depreciation and amortization | 3,035,799 | 3,120,243 |
Interest expense (income), net | 1,446,640 | 1,112,527 |
Gain on disposition | (13,500) | |
Other expense (income) | 50,268 | (1,459,615) |
Net (loss) income for segment | (5,976,488) | (6,564,643) |
Goodwill | 7,681,186 | 7,681,186 |
Other segment assets | 19,145,544 | 15,357,962 |
Total segment assets | 26,826,730 | 23,039,148 |
Goodwill, Impairment Loss | 0 | 1,326,566 |
North American Transaction Solutions [Member] | ||
Revenues | 62,556,698 | 61,778,002 |
Net revenues | 62,556,698 | 61,778,002 |
Cost of revenues | 53,593,342 | 52,395,752 |
Gross Margin | $ 8,963,356 | $ 9,382,250 |
Gross margin % | 14.00% | 15.00% |
Selling, general and administrative | $ 2,717,009 | $ 2,587,411 |
Non-cash compensation | 48,433 | |
Provision for bad debt | 1,563,847 | 1,369,015 |
Depreciation and amortization | 3,013,256 | 3,084,013 |
Interest expense (income), net | 1,398,617 | 1,069,506 |
Gain on disposition | (13,500) | |
Other expense (income) | (18,455) | 300,225 |
Net (loss) income for segment | 302,582 | 923,647 |
Goodwill | 6,671,750 | 6,671,750 |
Other segment assets | 18,777,772 | 14,906,737 |
Total segment assets | 25,449,522 | 21,578,487 |
Goodwill, Impairment Loss | ||
International Transaction Solutions [Member] | ||
Revenues | 3,148,424 | 3,221,609 |
Net revenues | 3,148,424 | 3,221,609 |
Cost of revenues | 2,268,061 | 2,325,958 |
Gross Margin | $ 880,363 | $ 895,651 |
Gross margin % | 28.00% | 28.00% |
Selling, general and administrative | $ 974,680 | $ 1,077,294 |
Non-cash compensation | ||
Provision for bad debt | 2,957 | (18,838) |
Depreciation and amortization | 22,543 | 36,230 |
Interest expense (income), net | 282 | |
Gain on disposition | ||
Other expense (income) | 4,491 | (1,482,196) |
Net (loss) income for segment | (124,308) | (43,687) |
Goodwill | 1,009,436 | 1,009,436 |
Other segment assets | 367,771 | 451,225 |
Total segment assets | 1,377,207 | 1,460,661 |
Goodwill, Impairment Loss | 1,326,566 | |
Corporate Segment [Member] | ||
Revenues | ||
Net revenues | ||
Cost of revenues | ||
Gross Margin | ||
Gross margin % | ||
Selling, general and administrative | $ 3,324,355 | $ 5,677,079 |
Non-cash compensation | 2,718,152 | 2,002,429 |
Provision for bad debt | ||
Depreciation and amortization | ||
Interest expense (income), net | 48,023 | 42,739 |
Gain on disposition | ||
Other expense (income) | 64,232 | (277,644) |
Net (loss) income for segment | (6,154,762) | (7,444,603) |
Goodwill | ||
Other segment assets | ||
Total segment assets | ||
Goodwill, Impairment Loss | ||
North America [Member] | ||
Revenues | 62,556,698 | 61,778,002 |
Long-lived assets | 12,421,144 | 13,325,444 |
Net revenues | 62,556,698 | 61,778,002 |
Russia and Cayman Islands [Member] | ||
Revenues | 3,148,424 | 3,221,609 |
Long-lived assets | 1,028,796 | 1,048,801 |
Net revenues | $ 3,148,424 | $ 3,221,609 |