Frankly 10-Q 15 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 15, 2018
Document And Entity Information
Entity Registrant Name	Frankly Inc
Entity Central Index Key	1,688,667
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,304,834
Trading Symbol	TLK
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets
Cash and cash equivalents	$ 757,673	$ 1,254,886
Restricted cash	634,115	634,115
Accounts receivable, net	2,214,409	3,483,347
Prepaid expenses and other current assets	489,984	535,111
Total Current Assets	4,096,181	5,907,459
Property & equipment, net	851,351	985,321
Software development costs, net	6,872,693	6,972,741
Intangible assets, net	6,543,882	6,762,216
Other assets	299,651	311,046
Total Assets	18,663,758	20,938,783
Current Liabilities
Accounts payable	5,852,024	5,740,788
Accrued expenses	2,224,133	1,717,030
Capital leases, current portion		40,449
Deferred revenue	36,103	92,279
Due to related parties	4,443,931	5,090,358
Total Current Liabilities	12,556,191	12,680,904
Non-revolving credit facility, net	13,672,478	12,155,573
Deferred rent	34,146	35,882
Other liabilities	743,234	840,973
Total Liabilities	27,006,049	25,713,332
Commitments and Contingencies (Note 10)
Shareholders' Deficit
Common shares, no par value, unlimited shares authorized, 2,304,834 and 2,226,861 shares outstanding as of March 31, 2018 and December 31, 2017, respectively
Class A restricted voting shares, no par value, unlimited shares authorized, 0 shares outstanding as of March 31, 2018 and December 31, 2017
Additional paid-in capital	66,362,525	66,127,485
Accumulated deficit	(74,645,823)	(70,836,330)
Accumulated other comprehensive loss	(58,993)	(65,704)
Total Shareholders’ Deficit	(8,342,291)	(4,774,549)
Total Liabilities and Shareholders’ Deficit	$ 18,663,758	$ 20,938,783

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock, no par value
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares outstanding	2,304,834	2,226,861
Class A restricted voting shares, no par value
Class A restricted voting shares, shares authorized	Unlimited	Unlimited
Class A restricted voting shares, share outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Total Revenue	$ 5,761,858	$ 6,359,154
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)	2,725,279	2,760,414
General and administrative (excluding depreciation and amortization)	2,475,698	1,892,983
Selling and marketing	462,020	663,684
Research and development (excluding depreciation and amortization)	1,079,772	848,415
Depreciation and amortization	1,147,245	1,066,731
Transaction costs	24,673
Restructuring expense	460,960
Retention expense	588,099
Other expense		27,017
Loss from operations	(3,201,888)	(900,090)
Foreign exchange loss (gain)	10,509	(6,476)
Interest expense, net	597,096	610,205
Loss before income tax expense	(3,809,493)	(1,503,819)
Income tax expense
Net Loss	(3,809,493)	(1,503,819)
Other Comprehensive Net Loss
Foreign currency translation	6,711	(3,876)
Comprehensive Net Loss	$ (3,802,782)	$ (1,507,695)
Basic and Diluted Net Loss Per Share	$ (1.70)	$ (0.71)
Basic and Diluted Weighted-Average Common and Class A Restricted Voting Shares Outstanding	2,236,209	2,129,464

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) - USD ($)	Common Shares [Member]	Class A Restricted Voting Shares [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total
Balance at Dec. 31, 2016			$ 64,986,368	$ (53,642,691)	$ (39,466)	$ 11,304,211
Balance, shares at Dec. 31, 2016	2,030,800	97,674
Vesting of restricted share units
Vesting of restricted share units, shares	5,038
Stock- based compensation			228,166			228,166
Net loss				(1,503,819)		(1,503,819)
Other comprehensive loss					(3,876)	(3,876)
Balance at Mar. 31, 2017			65,214,534	(55,146,510)	(43,342)	10,024,682
Balance, shares at Mar. 31, 2017	2,035,838	97,674
Balance at Dec. 31, 2017			66,127,485	(70,836,330)	(65,704)	(4,774,549)
Balance, shares at Dec. 31, 2017	2,226,861
Vesting of restricted share units
Vesting of restricted share units, shares	77,973
Stock- based compensation			235,040			235,040
Net loss				(3,809,493)		(3,809,493)
Other comprehensive loss					6,711	6,711
Balance at Mar. 31, 2018			$ 66,362,525	$ (74,645,823)	$ (58,993)	$ (8,342,291)
Balance, shares at Mar. 31, 2018	2,304,834

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities
Net loss	$ (3,809,493)	$ (1,503,819)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,147,245	1,066,731
Amortization of debt discount	144,099	145,436
Amortization of deferred financing costs	10,340	26,534
Stock-based compensation expense	235,040	228,166
Deferred interest	362,466
Provision for bad debt expense	687,806
Changes in assets and liabilities:
Accounts receivable	581,132	(140,550)
Prepaid expenses and other current assets	41,835	(421,396)
Other assets	11,395	43,402
Accounts payable	114,515	(1,854,889)
Accrued expenses	503,091	(127,277)
Deferred revenue	(56,176)	(7,154)
Due to related parties	(646,427)	1,167,749
Deferred rent and other liabilities	(99,475)	(51,302)
Net cash used in operating activities	(772,607)	(1,428,369)
Cash flows from investing activities
Capitalized software costs	(694,892)	(636,863)
Purchases of property & equipment		(9,582)
Net cash used in investing activities	(694,892)	(646,445)
Cash flows from financing activities
Revolving credit facility payments		(56,225)
Capital lease payments	(40,449)	(48,887)
Proceeds from issuance of debt	1,000,000
Net cash provided by (used in) financing activities	959,551	(105,112)
Effect of exchange rate changes on cash	10,735	4,662
Net change in cash and cash equivalents	(497,213)	(2,175,264)
Cash and cash equivalents at beginning of period	1,254,886	6,053,203
Cash and cash equivalents at end of period	757,673	3,877,939
Supplemental cash flow disclosure
Cash paid for interest	123,430	380,237
Cash paid for income taxes

Description of Business and Goi

Description of Business and Going Concern	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Going Concern	1. Description of Business and Going Concern Description of Business Frankly Inc. (“Frankly”) has been operating since the incorporation of its predecessor, TicToc Planet Inc., on September 10, 2012. These consolidated financial statements include Frankly and its subsidiaries (Frankly Co. and Frankly Media LLC), together referred to as the “Company.” The Company helps TV broadcasters and media companies transform their traditional business from just delivering content over- the-air via broadcast television to distributing content in multi-platform, digital formats on new platforms such as mobile, tablets, desktop and other connected devices. The Company’s core product is a white-labeled software platform that enables media companies to publish their official content onto multiscreen devices, increase social interaction on those multiscreen experiences, and enable digital advertising. The platform consists of a content management system (“CMS”) platform, native mobile and over-the-top (“OTT”) applications, responsive web framework, digital video solutions and digital advertising solutions. The Company generates revenues by charging monthly recurring software licensing fees, variable usage fees for our platform and sharing digital advertising revenue with our customers. Going Concern These condensed consolidated financial statements have been prepared on the assumption that the Company is a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations. As of March 31, 2018, the Company has an accumulated deficit of $74.6 million, representative of recurring losses since inception. Additionally, the Company has not generated positive cash flow from operations since inception when excluding changes in working capital. Beginning January 1, 2018, the billing for all services provided to Raycom are being applied to the advance agreement balance as of December 31, 2017 in the amount of $4,896,585 ($3,805,278 as of March 31, 2018) and Raycom will not be required to make cash payments for services provided by the Company until the balance has been fully repaid. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance of its financial statements. To reduce its operating cash needs, in February 2018, the Company executed a reduction-in-force that removed approximately 20 full-time employees from its headcount. In addition, the Company subleased its remaining office space in San Francisco, CA and is pursuing other areas where operating expenses can be reduced. On March 13, 2018, the Company received $1 million under the existing credit agreement with Raycom, bringing the total outstanding principal balance under the credit agreement to $15.5 million. On May 8, 2018, the Company entered into an amendment of the 2016 credit agreement, whereby Raycom will provide the Company with an additional $7.5 million of funding, to be paid in installments over a six-month period, subject to the Company’s achievement of certain operational milestones. The $1.0 million advanced to the Company on March 13, 2018 is included in the additional $7.5 million funding noted above. Upon the Company’s receipt of all of the additional funding under the amended credit agreement, the total outstanding principal balance under the amended credit agreement would be $22.0 million. The additional credit facility will be primarily used to get the Company current with its vendor and customer national revenue share payables as well as offset the operational cash outflow associated with the utilization of the $3.8 million advance agreement balance as of March 31, 2018 discussed above. There can be no assurance that the Company will achieve the operational milestones to obtain the additional advances from Raycom, or that those advances, if obtained, will provide adequate funding to sustain the Company’s operations and execute its business plan through the next 12 months from the date of this filing.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of Frankly Inc. and its wholly-owned subsidiaries Frankly Co. and Frankly Media LLC. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. These unaudited interim condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period. The accompanying condensed consolidated balance sheet as of December 31, 2017 was derived from the audited financial statements as of that date, but does not include all the information and footnotes required by U.S. GAAP. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2017, included within the Company’s Form 10-K as filed with the U.S. Securities and Exchange Commission on April 2, 2018. Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the condensed consolidated financial statements. Accordingly, actual results may differ from estimated amounts. Accounts Receivable and Concentrations of Risk Accounts receivable are subject to credit risk and as of March 31, 2018 and December 31, 2017, two customers each accounted for greater than 10% of the Company’s accounts receivable balance. In total, these customers accounted for 40% and 26% of the Company’s accounts receivable balance as of March 31, 2018 and December 31, 2017, respectively. Additionally, approximately 42% and 38% of the Company’s revenue for the three months ended March 31, 2018 and 2017, respectively, was generated from two customers, that each accounted for greater than 10% of the Company’s total revenue. In addition, the allowance for doubtful accounts was $757,806 and $70,000 as of March 31, 2018 and December 31, 2017, respectively. Recently Issued Accounting Pronouncements The Company is an “emerging growth company” (“EGC”) as defined by the Jumpstart Our Business Startups (“JOBS”) Act of 2012. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can selectively delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this exemption and, as a result, its financial statements may not be comparable to the financial statements of issuers that are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Section 107 of the JOBS Act provides that the Company can elect to opt out of the extended transition period at any time, which election is irrevocable. ASU 2014-09: Revenue from Contracts with Customers (Topic 606) — ASU 2016-02: Leases (Topic 842) — ASU 2016-18: Statement of Cash Flows (Topic 230), Restricted Cash — Recently Adopted ASU 2016-15: Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments —

Acquisition of Worldnow

Acquisition of Worldnow	3 Months Ended
	Mar. 31, 2018
Business Combinations [Abstract]
Acquisition of Worldnow	3. Acquisition of Worldnow On July 28, 2015, the Company signed an agreement (the “Purchase Agreement”) to purchase all of the outstanding units of Gannaway Web Holdings LLC, operating as Worldnow, for total consideration of $45,000,000. On August 25, 2015 (the “Closing Date”), the Company completed the acquisition of Worldnow. Subsequent to the acquisition, Worldnow changed its name to Frankly Media LLC. The acquisition of Worldnow was made primarily to extend the reach of Frankly to Worldnow’s existing customer base within the local broadcast marketplace. Under the terms of the Purchase Agreement, the Company paid $10,000,000 in cash, issued $20,000,000 in Class A restricted voting shares of the Company (the “Share Consideration”) and executed promissory notes to two shareholders of Worldnow bearing simple interest at a rate of 5 percent per year and agreed to pay $15,000,000 on August 31, 2016 (Note 7).

Restructuring Expense

Restructuring Expense	3 Months Ended
	Mar. 31, 2018
Restructuring and Related Activities [Abstract]
Restructuring Expense	4. Restructuring Expense Following an extensive process to explore and evaluate strategic alternatives, the Company’s Board of Directors, led by the Strategic Committee, determined the best path for the Company at that time was to pursue internal growth opportunities and focus on further optimizing its operations. In an effort to reduce its operating cash needs, in February 2018, the Company executed a reduction-in-force that removed approximately 20 full-time employees from its headcount. In addition, the Company subleased its remaining office space in San Francisco, CA and is pursuing other areas where operating expenses can be reduced. The restructuring also included a reorganization of the senior management team. Effective April 12, 2018, the Company’s CEO resigned and was succeeded by the Company’s former COO and CFO. A number of other senior management changes were implemented on the same date. The restructuring plan is expected to be completed by the end of the second quarter of 2018. The Company accounted for the one-time termination benefits and certain contract costs in accordance with ASC 420 – Exit or Disposal Cost Obligations. The following table summarizes the changes in the restructuring liability (included in accrued expenses) for the periods presented, by each major type of cost associated with the restructuring activity: One-time Termination Contract Benefits Costs Total Balance, December 31, 2017 $ - $ - $ - Restructuring expense 361,884 99,076 460,960 Payments (134,150 ) - (134,150 ) Adjustments - - - Balance, March 31, 2018 $ 227,734 $ 99,076 $ 326,810

Related Party Transactions and

Related Party Transactions and Balances	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions and Balances	5. Related Party Transactions and Balances The Company has several significant shareholders as follows: Raycom Media Inc. (“Raycom”), SKP America LLC (“SKP America”) and Gannaway Entertainment Inc. (“GEI”) which each owned approximately 23.7%, 23.7% and 7.7%, respectively, as of March 31, 2018 and 24.6%, 24.5% and 8.0%, respectively, as of December 31, 2017 of the aggregate common shares and Class A restricted voting shares. The following table summarizes related party balances in the condensed consolidated balance sheets for the periods presented: Amounts Due (to) from Related Parties March 31, 2018 December 31, 2017 (Unaudited) Non-revolving credit facility, net Raycom $ 13,672,478 $ 12,155,573 Due (to) from Raycom: Accounts receivable, net - 427,489 Accounts payable (307,422 ) (275,960 ) Accrued expenses (389,564 ) (432,802 ) Deferred revenue (3,805,278 ) (4,896,585 ) Total due to Raycom (4,502,264 ) (5,177,858 ) Due from Mobdub: Prepaid expenses and other current assets 58,333 87,500 Total due from Mobdub 58,333 87,500 Total due (to) from related parties $ (4,443,931 ) $ (5,090,358 ) The following table summarizes related party transactions in the condensed consolidated statements of operations and comprehensive loss for the periods presented: Three Months Ended March 31, Revenue (Expense) from Related Parties 2018 2017 (Unaudited) (Unaudited) Raycom: Revenue $ 1,222,065 $ 1,361,884 Interest on non-revolving credit facility (516,904 ) (510,080 ) Interest on the Advance Agreement (79,913 ) (57,998 ) 625,248 793,806 Mobdub: License fees (29,167 ) (29,167 ) (29,167 ) (29,167 ) $ 596,081 $ 764,639 Raycom As partial consideration for the acquisition of Worldnow on August 25, 2015, the Company issued a $4,000,000 promissory note to Raycom and 397,126 Class A restricted voting shares (Note 3). The note bore interest at 5% per annum and was due on August 31, 2016 (Note 7). Raycom was a customer and significant shareholder of Worldnow and, subsequent to the acquisition of Worldnow, remains a customer and significant shareholder of Frankly. Accordingly, during the three months ended March 31, 2018 and 2017, revenue-related transactions and balances with Raycom arose in the ordinary course of business. On September 1, 2016, the Company completed the closing of its financing with Raycom (Note 7). The Company received a non-revolving term line of credit from Raycom in the principal amount of $14.5 million and, subject to approval of Raycom, an additional available $1.5 million non-revolving line of credit (collectively, the “Loan”). The proceeds were used to pay down $14 million of the $15 million outstanding promissory notes. In addition, Raycom converted the remaining $1.0 million of its existing $4.0 million promissory note from the Company into 150,200 common shares of the Company and the Company issued 871,160 common share purchase warrants to Raycom. The Loan was recorded at fair value of $11,578,593 with the remaining $2,921,407 being allocated to the warrants. On March 13, 2018, the Company received $1 million of the additional $1.5 million available under the Loan, bringing the total outstanding principal balance to $15.5 million. The carrying value of the Loan at March 31, 2018 and December 31, 2017, net of debt discount and deferred financing costs, was $13,672,478 and $12,155,573, respectively. Interest expense on the Loan for the three months ended March 31, 2018 and 2017, respectively, amounted to $516,904 and $510,080 and is presented within interest expense, net on the consolidated statements of operations and comprehensive loss. On December 22, 2016, Raycom pre-paid $3 million of future fees for services to be provided by the Company (the “Advance Agreement”). On March 30, 2017, the Company entered into an amendment to the Advance Agreement pursuant to which Raycom pre-paid an additional $2 million of future fees for services to be provided by the Company. In connection with the Advance Agreement, the Company recognized interest expense of $79,913 and $57,998, for the three months ended March 31, 2018 and 2017, respectively. All services provided by the Company to Raycom since January 1, 2018 are being applied to the Advance Agreement balance. Mobdub The Company has a license agreement with a company that is owned by an officer of the Company. The agreement is for licensing of mobile applications and has a total contract value of $350,000. The period of the agreement is three years and commenced on October 14, 2015.

Long-Lived Assets

Long-Lived Assets	3 Months Ended
	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Long-Lived Assets	6. Long-Lived Assets All of the Company’s long-lived assets are domiciled in the U.S. Depreciation and amortization expense for long-lived assets was as follows for the periods presented: Three Months Ended March 31, 2018 2017 (Unaudited) (Unaudited) Depreciation of property and equipment $ 133,971 $ 154,849 Amortization of capitalized software 794,940 693,548 Amortization of other intangibles 218,334 218,334 Total depreciation and amortization $ 1,147,245 $ 1,066,731 Property and Equipment, Net The following table summarizes property and equipment, net, including assets held under capital lease: March 31, 2018 December 31, 2017 (Unaudited) Cost: Office and computer equipment and software $ 2,064,675 $ 2,064,676 Leasehold improvements 603,978 603,978 2,668,653 2,668,654 Accumulated depreciation and amortization: Office and computer equipment and software (1,520,897 ) (1,416,140 ) Leasehold improvements (296,405 ) (267,193 ) (1,817,302 ) (1,683,333 ) $ 851,351 $ 985,321 Depreciation expense for assets held under capital lease for the three months ended March 31, 2018 and 2017, respectively, was $0 and $35,950. The net carrying value of assets held under capital lease was $0 and $262,747 as of March 31, 2018 and December 31, 2017, respectively. Software Development Costs, Net The following table summarizes software development costs, net for the periods presented: March 31, 2018 December 31, 2017 (Unaudited) Cost $ 12,815,681 $ 12,120,789 Accumulated amortization (5,942,988 ) (5,148,048 ) $ 6,872,693 $ 6,972,741 During the three months ended March 31, 2018 and 2017, the Company capitalized software development costs of $694,892 and $636,863, respectively. Intangible Assets, Net The following table summarizes intangible assets, net for the periods presented: March 31, 2018 December 31, 2017 (Unaudited) Cost: Broadcast relationships, 12-year useful life $ 7,600,000 $ 7,600,000 Advertiser relationships, 5-year useful life 1,200,000 1,200,000 8,800,000 8,800,000 Accumulated amortization: Broadcast relationships (1,636,118 ) (1,477,784 ) Advertiser relationships (620,000 ) (560,000 ) (2,256,118 ) (2,037,784 ) $ 6,543,882 $ 6,762,216

Debt

Debt	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Debt	7. Debt Non-revolving Credit Facility On September 1, 2016, the Company completed the closing of its financing with Raycom, a related party (Note 5). The Company received a non-revolving term line of credit from Raycom in the principal amount of $14.5 million and, subject to approval of Raycom, an additional available $1.5 million non-revolving line of credit. In addition, Raycom converted $1.0 million of its existing $4.0 million promissory note from the Company into 150,200 common shares of the Company and the Company issued 871,160 warrants to Raycom entitling the holder of each warrant to acquire one common share of the Company upon exercise of each warrant at a price per common share equal to CDN$8.50 ($6.63 based on the exchange rate at August 18, 2016). The warrants will expire on the earlier of: (i) the repayment of the Loan in accordance with its terms; and (ii) 5 years. To the extent that there is a mandatory repayment of any portion of the principal balance of the Loan, a proportionate number of the warrants will have their term reduced to the later of one year from issuance and 30 days from the date of such repayment. On March 13, 2018, the Company received $1 million of the additional $1.5 million available under the Loan, bringing the total outstanding principal balance to $15.5 million. The warrants were recorded within shareholders’ equity (deficit) in accordance with ASC 470-20 - Debt With Conversion and Other Options The debt discount of $2,921,407 is being amortized to interest expense, net on the consolidated statement of operations and comprehensive loss using the effective-interest method. Amortization of debt discount included in interest expense, net for the three months ended March 31, 2018 and 2017 amounted to $144,099 and $145,436, respectively. In accordance with ASC 470-50 - Debt Modifications and Extinguishments Prior to the completion of the financing arrangements, Raycom held 397,125 voting shares of the Company, which represented approximately 21% of the issued and outstanding voting shares of the Company. Immediately following the completion of the financing transactions, Raycom held 547,325 voting shares of the Company and 871,160 warrants, which collectively represented approximately 27% of the issued and outstanding voting shares of the Company on a non-diluted basis. The proceeds of the Loan were used to pay off the outstanding $15.0 million of promissory notes issued by the Company in connection with the 2015 acquisition of Worldnow, including $3.0 million of the $4.0 million of such notes issued to Raycom, with the remaining $1.0 million promissory note balance owed to Raycom being converted to common shares of the Company as described above. The Loan has a five-year term and is secured by the grant of a security interest in the Company’s assets, a pledge of shares of the Company’s subsidiaries and a guarantee by the Company’s subsidiaries secured by their assets. Simultaneously, the Company and Raycom also entered into a software code escrow agreement. The software code escrow agreement required the Company to provide source code of its software products with a third party escrow agent. Interest on outstanding balances of the Loan will accrue at a rate of 10% per annum, with a default interest rate of 12% per annum. The Loan is subject to certain scheduled mandatory principal repayments, with additional mandatory repayments occurring upon the Company’s raising of additional financing, sales of assets and excess cash flow. In addition, the Company must maintain certain leverage ratios and interest coverage ratios beginning with the fiscal quarter ending December 31, 2017. The Company is also subject to certain covenants relating to, among others, indebtedness, fundamental corporate changes, dispositions, acquisitions and distributions. On December 27, 2017, the Loan was amended to extend the period for commencement of the leverage ratio and interest coverage ratio covenants from the calendar quarter ending December 31, 2017 to the calendar quarter ending March 31, 2018. On March 28, 2018, the Loan was amended to extend the period for commencement of the leverage ratio and interest coverage ratio covenants from the calendar quarter ending March 31, 2018 to the calendar quarter ending June 30, 2019 and agreed that interest payments on the outstanding Loan balance for the period commencing on January 1, 2018 and continuing thereafter will be suspended, and each such suspended interest payment will be added to the principal balance of the Loan, and the 12% rate for overdue interest will not apply to such suspended interest. In connection with the above, during the three months ended March 31, 2018, the Company accrued interest expense of $362,466, which is presented within non-revolving credit facility, net on the condensed consolidated balance sheet as of March 31, 2018 as these amounts will not be paid within one year from the condensed consolidated balance sheet date. Upon an event of default, Raycom may by written notice terminate the facility immediately and declare all obligations under the Loan, whether matured or not, to be immediately due and payable. Raycom may also as and by way of collateral security, deposit and retain in an interest bearing account, amounts received by Raycom from the Company under the Loan and realize upon the security interest agreements, guaranty agreements and pledge agreement. Letter of Credit – Western Alliance Bank On August 31, 2016, in lieu of a security deposit under the lease dated October 26, 2010, with Metropolitan Life Insurance Company, for real property located at 27-01 Queens Plaza North, Long Island City, NY, Frankly Media LLC entered into a standby letter of credit with Western Alliance Bank for an amount of $500,000 (the “Letter of Credit”). For each advance, interest will accrue at a rate equal to the sum of (i) the Base Rate (as defined below), plus (ii) 3.50%, provided that such interest rate will change from time to time as the Base Rate changes. The “Base Rate” means the rate of interest used as the reference or base rate to establish the actual rates charged on commercial loans and which is publicly announced or reported from time to time by the Wall Street Journal as the “prime rate”. Interest will accrue from the date of the advance until such advance is paid in full. The Company has granted Western Alliance Bank a security interest in a $524,115 controlled cash deposit account together with (i) all interest, whether now accrued or hereafter accruing; (ii) all additional deposits hereafter made to the account; (iii) any and all proceeds from the account; and (iv) all renewals, replacements and substitutions for any of the foregoing. As of March 31, 2018 and December 31, 2017, no advances were made under the Letter of Credit. The cash security interest of $524,115 is presented within restricted cash on the consolidated balance sheets.

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Shareholders’ Equity	8. Shareholders’ Equity Common Shares and Class A Restricted Voting Shares All common and Class A restricted voting shares and related stock-based grants have been denominated in Canadian dollars and have been translated to U.S. dollars using the exchange rate in effect at the date of transaction or grant, as applicable. The Class A restricted voting shares have the same voting rights as common shares except for voting for the election and removal of directors of the Company. The Class A restricted voting shares participate in dividends and liquidation events in the same manner as common shares. In terms of restrictions on transfer, no Class A restricted voting shares shall be transferred to another party unless an offer to acquire common shares is concurrently made that is identical to the offer for the Class A restricted voting shares in terms of price per share, percentage of outstanding shares to be transferred and in all other material respects. Shares Issued During the Three Months Ended March 31, 2018 During the three months ended March 31, 2018, the Company issued a total of 77,973 common shares for employee and director restricted stock units (“RSUs”) that vested. Stock-Based Compensation Description of the Plan On October 20, 2017, the Company adopted an amended and restated equity incentive plan (the “Restated Plan”). The Restated Plan amends the equity incentive plan, effective as of October 1, 2017, by replacing the compensation plan limit with a fixed total limit of 435,000 common shares that may be granted under option and RSU awards. Options may be exercised over periods of up to 10 years as determined by the Company’s Board of Directors (“Board”) and the exercise price shall not be less than the closing price of the shares on the day preceding the award date. Option awards generally vest over four years with one year cliff vesting. The Restated Plan allows the Company to award RSUs to officers, employees, directors and consultants of Frankly and its subsidiaries upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company’s compensation committee. The purchase price for common shares of the Company issuable under each RSU award, if any, shall be established by the Board at its discretion. Shares issued pursuant to any RSU award may be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals established by the Board. Based on the number of outstanding options and RSUs as of March 31, 2018 and RSUs vested through March 31, 2018, the Company had 44,095 options or RSUs remaining for issuance under the Restated Plan. Total stock-based compensation expense was $235,040 and $228,166 for the three months ended March 31, 2018 and 2017, respectively. The Company did not recognize any tax benefits for stock-based compensation during any of the periods presented. Stock Options The following table sets forth the activity for the Company’s stock options during the periods presented: Weighted Average Remaining Grant Date Contractual Shares Exercise Price Fair Value Term (Years) Balance, December 31, 2016 245,762 $ 19.52 $ 9.10 8.71 Adjustment - Balance, December 31, 2016 (53 ) - - Granted 74,327 5.48 2.81 Exercised - - - Forfeited or canceled (50,431 ) 18.21 9.30 Canceled (Option Replacement) (193,339 ) 19.90 9.11 Granted (Option Replacement) 113,677 5.30 9.11 Balance, December 31, 2017 189,943 $ 5.47 $ 6.58 8.22 Vested and expected to vest, December 31, 2017 183,924 $ 5.48 $ 6.65 8.20 Exercisable, December 31, 2017 69,567 $ 5.73 $ 10.17 7.33 Unaudited interim activity: Balance, December 31, 2017 189,943 $ 5.47 $ 6.58 8.22 Granted - - - Exercised - - - Forfeited or canceled (20,301 ) 5.36 4.64 Balance, March 31, 2018 169,642 $ 5.49 $ 6.81 7.92 Vested and expected to vest, March 31, 2018 165,383 $ 5.49 $ 6.87 7.90 Exercisable, March 31, 2018 84,454 $ 5.65 $ 9.03 7.39 The aggregate intrinsic value of outstanding and exercisable stock options as of September 30, 2017 is $0. Restricted Share Units The following table sets forth the activity for the Company’s RSUs for the periods presented: Weighted-Average Grant Date Shares Fair Value Balance, December 31, 2016 76,731 $ 7.31 Adjustment - Balance, December 31, 2016 (7 ) - Granted 201,507 3.11 Vested (98,387 ) 5.04 Forfeited or canceled (754 ) 6.44 Balance, December 31, 2017 179,090 $ 3.84 Unaudited interim activity: Balance, December 31, 2017 179,090 $ 3.84 Granted - - Vested (77,973 ) 3.78 Forfeited or canceled (1,617 ) 5.22 Balance, March 31, 2018 99,500 $ 3.86 Unrecognized compensation cost related to the Company’s non-vested RSUs was $223,159 as of March 31, 2018, which is expected to be recognized from 2018 through 2020.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Income Taxes	9. Income Taxes The Company had $0 income tax expense for all periods presented. Deferred tax assets have been fully reserved given the Company’s history of losses.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	10. Commitments and Contingencies Legal Proceedings On July 21, 2017, a complaint was filed by GEI, Albert C. Gannaway III, and Samantha Gannaway, and was served on August 4, 2017, captioned Gannaway Entertainment, Inc., Albert C. Gannaway III, Samantha Gannaway V.S. Frankly Inc., Steve Chung, SKP America, LLC, JJR Private Capital Limited Partnership, Ron Schmeichel, Louis Schwartz in the U.S. District Court for the Northern District of California against the Company, the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer and others alleging violations of U.S. securities laws, fraud and breach of fiduciary duties, and seeking in excess of $15 million in damages, arising out of the Company’s acquisition of Gannaway Web Holdings, LLC from GEI and other parties in 2015. On September 30, 2017, the defendants filed a motion to dismiss the complaint. On October 11, 2017 the plaintiffs filed an amended complaint. On October 31, 2017 the defendants filed a motion to dismiss the amended complaint. On March 12, 2018, the plaintiffs in the GEI complaint voluntarily terminated their case. On March 15, 2018, the plaintiffs in the GEI complaint re-filed their complaint in state court. The Company is reviewing the complaint with its counsel and believes that the claims are without merit. The Company intends to defend the claims vigorously. Operating Lease Commitments The Company is obligated under multiple non-cancellable operating leases for office space, expiring in 2019 through 2023. The Company has two subleases for its excess office space as of December 31, 2017. The future aggregate minimum lease payments under these non-cancellable operating leases, without regard to subleases, are payable as follows as of March 31, 2018: Payments Due During the Years Ending March 31, Total 2019 1,592,079 2020 1,152,891 2021 852,908 2022 852,908 2023 781,833 Thereafter - Total $ 5,232,619 Employee Benefit Plan The Company’s subsidiaries, Frankly Co. and Frankly Media, have a 401(k) plan (the “Plan”), which covers all eligible employees. Under the Plan, employees may contribute from their gross salaries on a before tax basis up to annual statutory limits determined each year.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent Events The Company has evaluated subsequent events through May 15, 2018 which is the date these unaudited interim condensed consolidated financial statements were available to be issued, and determined that there have been no events that have occurred that would require adjustments to or disclosure in the unaudited interim condensed consolidated financial statements except for the transactions described below. Amendment to the Non-revolving Credit Facility On May 8, 2018 the Company entered into an amendment of the 2016 credit agreement between the Company and Raycom, whereby Raycom will provide the Company with an additional $7.5 million of funding, to be paid in installments over a six-month period, subject to the Company’s achievement of certain operational milestones. The $1.0 million Raycom advanced to the Company under the credit agreement on March 13, 2018 is included in the additional $7.5 million funding. Upon the Company’s receipt of all of the additional funding under the amended credit agreement, the total outstanding principal balance under the amended credit agreement would be $22.0 million.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation and Use of Estimates	Basis of Presentation and Use of Estimates The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of Frankly Inc. and its wholly-owned subsidiaries Frankly Co. and Frankly Media LLC. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. These unaudited interim condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period. The accompanying condensed consolidated balance sheet as of December 31, 2017 was derived from the audited financial statements as of that date, but does not include all the information and footnotes required by U.S. GAAP. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2017, included within the Company’s Form 10-K as filed with the U.S. Securities and Exchange Commission on April 2, 2018.
Accounting Estimates	Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the condensed consolidated financial statements. Accordingly, actual results may differ from estimated amounts.
Accounts Receivable and Concentrations of Risk	Accounts Receivable and Concentrations of Risk Accounts receivable are subject to credit risk and as of March 31, 2018 and December 31, 2017, two customers each accounted for greater than 10% of the Company’s accounts receivable balance. In total, these customers accounted for 40% and 26% of the Company’s accounts receivable balance as of March 31, 2018 and December 31, 2017, respectively. Additionally, approximately 42% and 38% of the Company’s revenue for the three months ended March 31, 2018 and 2017, respectively, was generated from two customers, that each accounted for greater than 10% of the Company’s total revenue. In addition, the allowance for doubtful accounts was $757,806 and $70,000 as of March 31, 2018 and December 31, 2017, respectively.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company is an “emerging growth company” (“EGC”) as defined by the Jumpstart Our Business Startups (“JOBS”) Act of 2012. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can selectively delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this exemption and, as a result, its financial statements may not be comparable to the financial statements of issuers that are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Section 107 of the JOBS Act provides that the Company can elect to opt out of the extended transition period at any time, which election is irrevocable. ASU 2014-09: Revenue from Contracts with Customers (Topic 606) — ASU 2016-02: Leases (Topic 842) — ASU 2016-18: Statement of Cash Flows (Topic 230), Restricted Cash —
Recently Adopted	Recently Adopted ASU 2016-15: Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments —

Restructuring Expense (Tables)

Restructuring Expense (Tables)	3 Months Ended
	Mar. 31, 2018
Restructuring Expense Tables
Schedule of Changes Restructuring Liability	The following table summarizes the changes in the restructuring liability (included in accrued expenses) for the periods presented, by each major type of cost associated with the restructuring activity: One-time Termination Contract Benefits Costs Total Balance, December 31, 2017 $ - $ - $ - Restructuring expense 361,884 99,076 460,960 Payments (134,150 ) - (134,150 ) Adjustments - - - Balance, March 31, 2018 $ 227,734 $ 99,076 $ 326,810

Related Party Transactions an20

Related Party Transactions and Balances (Tables)	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Summary of Related Party Balances	The following table summarizes related party balances in the condensed consolidated balance sheets for the periods presented: Amounts Due (to) from Related Parties March 31, 2018 December 31, 2017 (Unaudited) Non-revolving credit facility, net Raycom $ 13,672,478 $ 12,155,573 Due (to) from Raycom: Accounts receivable, net - 427,489 Accounts payable (307,422 ) (275,960 ) Accrued expenses (389,564 ) (432,802 ) Deferred revenue (3,805,278 ) (4,896,585 ) Total due to Raycom (4,502,264 ) (5,177,858 ) Due from Mobdub: Prepaid expenses and other current assets 58,333 87,500 Total due from Mobdub 58,333 87,500 Total due (to) from related parties $ (4,443,931 ) $ (5,090,358 )
Schedule of Operations and Comprehensive Loss	The following table summarizes related party transactions in the condensed consolidated statements of operations and comprehensive loss for the periods presented: Three Months Ended March 31, Revenue (Expense) from Related Parties 2018 2017 (Unaudited) (Unaudited) Raycom: Revenue $ 1,222,065 $ 1,361,884 Interest on non-revolving credit facility (516,904 ) (510,080 ) Interest on the Advance Agreement (79,913 ) (57,998 ) 625,248 793,806 Mobdub: License fees (29,167 ) (29,167 ) (29,167 ) (29,167 ) $ 596,081 $ 764,639

Long-Lived Assets (Tables)

Long-Lived Assets (Tables)	3 Months Ended
	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Depreciation and Amortization Expense	All of the Company’s long-lived assets are domiciled in the U.S. Depreciation and amortization expense for long-lived assets was as follows for the periods presented: Three Months Ended March 31, 2018 2017 (Unaudited) (Unaudited) Depreciation of property and equipment $ 133,971 $ 154,849 Amortization of capitalized software 794,940 693,548 Amortization of other intangibles 218,334 218,334 Total depreciation and amortization $ 1,147,245 $ 1,066,731
Schedule of Property and Equipment	The following table summarizes property and equipment, net, including assets held under capital lease: March 31, 2018 December 31, 2017 (Unaudited) Cost: Office and computer equipment and software $ 2,064,675 $ 2,064,676 Leasehold improvements 603,978 603,978 2,668,653 2,668,654 Accumulated depreciation and amortization: Office and computer equipment and software (1,520,897 ) (1,416,140 ) Leasehold improvements (296,405 ) (267,193 ) (1,817,302 ) (1,683,333 ) $ 851,351 $ 985,321
Summary of Software Development Costs	The following table summarizes software development costs, net for the periods presented: March 31, 2018 December 31, 2017 (Unaudited) Cost $ 12,815,681 $ 12,120,789 Accumulated amortization (5,942,988 ) (5,148,048 ) $ 6,872,693 $ 6,972,741
Schedule of Intangible Assets	The following table summarizes intangible assets, net for the periods presented: March 31, 2018 December 31, 2017 (Unaudited) Cost: Broadcast relationships, 12-year useful life $ 7,600,000 $ 7,600,000 Advertiser relationships, 5-year useful life 1,200,000 1,200,000 8,800,000 8,800,000 Accumulated amortization: Broadcast relationships (1,636,118 ) (1,477,784 ) Advertiser relationships (620,000 ) (560,000 ) (2,256,118 ) (2,037,784 ) $ 6,543,882 $ 6,762,216

Shareholders' Equity (Tables)

Shareholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Schedule of Stock Options Activity	The following table sets forth the activity for the Company’s stock options during the periods presented: Weighted Average Remaining Grant Date Contractual Shares Exercise Price Fair Value Term (Years) Balance, December 31, 2016 245,762 $ 19.52 $ 9.10 8.71 Adjustment - Balance, December 31, 2016 (53 ) - - Granted 74,327 5.48 2.81 Exercised - - - Forfeited or canceled (50,431 ) 18.21 9.30 Canceled (Option Replacement) (193,339 ) 19.90 9.11 Granted (Option Replacement) 113,677 5.30 9.11 Balance, December 31, 2017 189,943 $ 5.47 $ 6.58 8.22 Vested and expected to vest, December 31, 2017 183,924 $ 5.48 $ 6.65 8.20 Exercisable, December 31, 2017 69,567 $ 5.73 $ 10.17 7.33 Unaudited interim activity: Balance, December 31, 2017 189,943 $ 5.47 $ 6.58 8.22 Granted - - - Exercised - - - Forfeited or canceled (20,301 ) 5.36 4.64 Balance, March 31, 2018 169,642 $ 5.49 $ 6.81 7.92 Vested and expected to vest, March 31, 2018 165,383 $ 5.49 $ 6.87 7.90 Exercisable, March 31, 2018 84,454 $ 5.65 $ 9.03 7.39
Schedule of Restricted Stock Units Activity	The following table sets forth the activity for the Company’s RSUs for the periods presented: Weighted-Average Grant Date Shares Fair Value Balance, December 31, 2016 76,731 $ 7.31 Adjustment - Balance, December 31, 2016 (7 ) - Granted 201,507 3.11 Vested (98,387 ) 5.04 Forfeited or canceled (754 ) 6.44 Balance, December 31, 2017 179,090 $ 3.84 Unaudited interim activity: Balance, December 31, 2017 179,090 $ 3.84 Granted - - Vested (77,973 ) 3.78 Forfeited or canceled (1,617 ) 5.22 Balance, March 31, 2018 99,500 $ 3.86

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Operating Lease Payments	The future aggregate minimum lease payments under these non-cancellable operating leases, without regard to subleases, are payable as follows as of March 31, 2018: Payments Due During the Years Ending March 31, Total 2019 1,592,079 2020 1,152,891 2021 852,908 2022 852,908 2023 781,833 Thereafter - Total $ 5,232,619

Description of Business and G24

Description of Business and Going Concern (Details Narrative) - USD ($)	May 08, 2018	Mar. 13, 2018	Sep. 02, 2016	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Accumulated deficit				$ 74,645,823		$ 70,836,330
Deferred revenue				36,103		92,279
Proceeds from lines of credit					$ (56,225)
Raycom Media, Inc [Member]
Deferred revenue				3,805,278		$ 4,896,585
Proceeds from lines of credit		$ 1,500,000	$ 14,000,000
Outstanding loan			$ 14,500,000
Raycom Media, Inc [Member] | Credit Agreement [Member]
Proceeds from lines of credit		1,000,000
Outstanding loan		15,500,000
Advance to affliates		$ 1,000,000
Raycom Media, Inc [Member] | 2016 Credit Agreement [Member]
Proceeds from lines of credit	$ 7,500,000
Outstanding loan	$ 22,000,000
Raycom Media, Inc [Member] | Advance Agreement [Member]
Outstanding loan				$ 3,800,000

Summary of Significant Accoun25

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Allowance for doubtful accounts	$ 757,806		$ 70,000
Accounts Receivable [Member] | Two Customers [Member]
Concentration of risk percentage	40.00%		26.00%
Sales Revenue, Net [Member]
Concentration risk, description	The Company’s revenue for the three months ended March 31, 2018 and 2017 was generated from two customers, that each accounted for greater than 10% of the Company’s total revenue
Sales Revenue, Net [Member] | Two Customers [Member]
Concentration of risk percentage	42.00%	38.00%

Acquisition of Worldnow (Detail

Acquisition of Worldnow (Details Narrative) - USD ($)	Aug. 31, 2016	Jul. 28, 2015	Mar. 31, 2018	Dec. 31, 2017
Debt interest rate			10.00%	10.00%
Two Shareholders [Member]
Debt interest rate	5.00%
Payments of debt	$ 15,000,000
Class A Restricted Voting Shares [Member]
Payment to acquisitions			$ 20,000,000
Purchase Agreement [Member]
Payment to acquisitions			$ 10,000,000
Purchase Agreement [Member] | Gannaway Web Holdings LLC [Member]
Total purchase consideration		$ 45,000,000

Restructuring Expense - Schedul

Restructuring Expense - Schedule of Changes Restructuring Liability (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Restructuring liability beginning balance
Restructuring expense	460,960
Payments	(134,150)
Adjustments
Restructuring Liability ending balance	326,810
One-time Termination Benefits [Member]
Restructuring liability beginning balance
Restructuring expense	361,884
Payments	(134,150)
Adjustments
Restructuring Liability ending balance	227,734
Contract Costs [Member]
Restructuring liability beginning balance
Restructuring expense	99,076
Payments
Adjustments
Restructuring Liability ending balance	$ 99,076

Related Party Transactions an28

Related Party Transactions and Balances (Details Narrative) - USD ($)	Mar. 13, 2018	Sep. 02, 2016	Oct. 14, 2015	Aug. 25, 2015	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Mar. 30, 2017	Dec. 22, 2016
Debt interest rate					10.00%		10.00%
Non-revolving line of credit					$ 13,672,478		$ 12,155,573
Proceeds from line of credit						$ (56,225)
Advance Agreement [Member]
Pre-paid future fees								$ 2,000,000	$ 3,000,000
License Agreement [Member]
Total contract value					$ 350,000
Agreement term			3 years
Raycom Media, Inc [Member]
Ownership percentage					23.70%		24.60%
Promissory note issued		$ 15,000,000		$ 4,000,000
Number of restricted voting shares				397,126
Debt interest rate				5.00%
Debt due date				Aug. 31, 2016
Line of credit principal amount		14,500,000
Non-revolving line of credit		1,500,000			$ 13,672,478		$ 12,155,573
Proceeds from line of credit	$ 1,500,000	14,000,000
Debt conversion of converted amount		$ 1,000,000			4,000,000
Debt converted into shares		150,200
Number of warrant to purchase shares of common stock		871,160
Fair value of loan		$ 11,578,593
Fair value of warrants		2,921,407
Outstanding loan		14,500,000
Interest expense on credit facility					516,904	510,080
Interest expense					79,913	$ 57,998
Raycom Media, Inc [Member] | Credit Agreement [Member]
Proceeds from line of credit	1,000,000
Outstanding loan	$ 15,500,000
Raycom Media, Inc [Member] | Advance Agreement [Member]
Outstanding loan					$ 3,800,000
Raycom Media, Inc [Member] | Existing Promissory Note [Member]
Debt conversion of converted amount		$ 4,000,000
SKP America LLC [Member]
Ownership percentage					23.70%		24.50%
Gannaway Entertainment Inc [Member]
Ownership percentage					7.70%		8.00%

Related Party Transactions an29

Related Party Transactions and Balances - Summary of Related Party Balances (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Sep. 02, 2016
Non-revolving credit facility, net	$ 13,672,478	$ 12,155,573
Accounts receivable, net	2,214,409	3,483,347
Prepaid expenses and other current assets	489,984	535,111
Accounts payable	5,852,024	5,740,788
Accrued expenses	2,224,133	1,717,030
Total due to Raycom	4,443,931	5,090,358
Raycom Media, Inc [Member]
Non-revolving credit facility, net	13,672,478	12,155,573	$ 1,500,000
Accounts receivable, net		427,489
Accounts payable	(307,422)	(275,960)
Accrued expenses	(389,564)	(432,802)
Deferred revenue	(3,805,278)	(4,896,585)
Total due to Raycom	(4,502,264)	(5,177,858)
Mobdub [Member]
Prepaid expenses and other current assets	58,333	87,500
Total due from Mobdub	58,333	87,500
Raycom Media Inc and Mobdub [Member]
Total due (to) from related parties, net	$ (4,443,931)	$ (5,090,358)

Related Party Transactions an30

Related Party Transactions and Balances - Schedule of Operations and Comprehensive Loss (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue	$ 5,761,858	$ 6,359,154
License fees	(29,167)	(29,167)
Revenue (Expense) from Related Parties	596,081	764,639
Raycom Media, Inc [Member]
Revenue	1,222,065	1,361,884
Interest on non-revolving credit facility	(516,904)	(510,080)
Interest on the Advance Agreement	(79,913)	(57,998)
Revenue from related party	625,248	793,806
Mobdub [Member]
License fees	$ (29,167)	$ (29,167)

Long-Lived Assets (Details Narr

Long-Lived Assets (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Depreciation expense under capital lease	$ 0	$ 35,950
Net carrying value of assets held under capital lease	0		$ 262,747
Capitalized software costs	$ 694,892	$ 636,863

Long-Lived Assets - Schedule of

Long-Lived Assets - Schedule of Depreciation and Amortization Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Depreciation of property and equipment	$ 133,971	$ 154,849
Amortization of capitalized software	794,940	693,548
Amortization of other intangibles	218,334	218,334
Total depreciation and amortization	$ 1,147,245	$ 1,066,731

Long-Lived Assets - Schedule 33

Long-Lived Assets - Schedule of Property and Equipment (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Property and equipment, gross	$ 2,668,653	$ 2,668,654
Accumulated depreciation and amortization	(1,817,302)	(1,683,333)
Property and equipment, net	851,351	985,321
Office and Computer Equipment and Software [Member]
Property and equipment, gross	2,064,676	2,064,676
Accumulated depreciation and amortization	(1,520,897)	(1,416,140)
Leasehold Improvements [Member]
Property and equipment, gross	603,978	603,978
Accumulated depreciation and amortization	$ (296,405)	$ (267,193)

Long-Lived Assets - Summary of

Long-Lived Assets - Summary of Software Development Costs (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Cost	$ 12,815,681	$ 12,120,789
Accumulated amortization	(5,942,988)	(5,148,048)
Software development costs, net	$ 6,872,693	$ 6,972,741

Long-Lived Assets - Schedule 35

Long-Lived Assets - Schedule of Intangible Assets (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Intangible assets, gross	$ 8,800,000	$ 8,800,000
Accumulated amortization	(2,256,118)	(2,037,784)
Intangible assets, net	6,543,882	6,762,216
Broadcast Relationships [Member]
Intangible assets, gross	7,600,000	7,600,000
Accumulated amortization	(1,636,118)	(1,477,784)
Advertiser Relationships [Member]
Intangible assets, gross	1,200,000	1,200,000
Accumulated amortization	$ (620,000)	$ (560,000)

Long-Lived Assets - Schedule 36

Long-Lived Assets - Schedule of Intangible Assets (Details) (Parenthetical)	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Broadcast Relationships [Member]
Intangible assets useful life	12 years	12 years
Advertiser Relationships [Member]
Intangible assets useful life	5 years	5 years

Debt (Details Narrative)

Debt (Details Narrative)	Mar. 13, 2018USD ($)	Sep. 02, 2016USD ($)shares	Mar. 31, 2018USD ($)shares	Mar. 31, 2017USD ($)	Dec. 31, 2017USD ($)	Sep. 02, 2016$ / shares	Aug. 31, 2016USD ($)	Aug. 18, 2016$ / shares	Aug. 25, 2015
Proceeds from line of credit				$ (56,225)
Debt discount			2,921,407
Amortization of debt discount			144,099	145,436
Legal fees			206,805
Amortization of deferred financing costs			10,340	$ 7,110
Proceeds from loan repayment			15,000,000
Total debt issued amount			$ 4,000,000
Debt interest rate			10.00%		10.00%
Default interest rate			12.00%
Interest expense on debt			$ 362,466
Cash security interest			$ 524,115		$ 524,115
Letter of Credit - Western Alliance Bank [Member]
Revolving line of credit							$ 500,000
Line of credit interest rate							3.50%
Security deposit							$ 524,115
Warrant One [Member]
Number of warrant to purchase shares of common stock | shares			751,000
Dividend yield			0.00%
Risk free rate			0.66%
Volatility			71.14%
Expected term			5 years
Forfeiture rate			0.00%
Warrant Two [Member]
Number of warrant to purchase shares of common stock | shares			120,160
Dividend yield			0.00%
Risk free rate			0.56%
Volatility			71.14%
Expected term			7 months
Forfeiture rate			0.00%
Raycom Media, Inc [Member]
Line of credit principal amount		$ 14,500,000
Non-revolving line of credit		1,500,000
Debt conversion of converted amount		1,000,000	$ 4,000,000
Existing amount of promissory note		$ 4,000,000
Debt converted into shares | shares		150,200
Number of warrant to purchase shares of common stock | shares		871,160
Warrant exercise price | $ / shares								$ 6.63
Warrant term		5 years
Proceeds from line of credit	$ 1,500,000	$ 14,000,000
Fair value of loan		11,578,593
Fair value of warrants		$ 2,921,407
Number of voting shares held by company			Prior to the completion of the financing arrangements, Raycom held 397,125 voting shares of the Company, which represented approximately 21% of the issued and outstanding voting shares of the Company. Immediately following the completion of the financing transactions, Raycom held 547,325 voting shares of the Company and 871,160 warrants, which collectively represents approximately 27% of the issued and outstanding voting shares of the Company on a non-diluted basis.
Total debt issued amount			$ 3,000,000
Due to related party			$ 1,000,000
Debt interest rate									5.00%
Raycom Media, Inc [Member] | Credit Agreement [Member]
Line of credit principal amount	15,500,000
Proceeds from line of credit	$ 1,000,000
Raycom Media, Inc [Member] | CDN [Member]
Warrant exercise price | $ / shares						$ 8.50

Shareholders_ Equity (Details N

Shareholders’ Equity (Details Narrative) - USD ($)	Oct. 01, 2017	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Sep. 30, 2017
Stock-based compensation expense		$ 235,040	$ 228,166
Restricted Stock Units (RSUs) [Member]
Granted replacement options				201,507
Unrecognized compensation cost		$ 223,159
Stock Option [Member]
Granted replacement options				74,327
Aggregate intrinsic value of outstanding					$ 0
Aggregate intrinsic value of exercisable					$ 0
Equity Incentive Plan [Member]
Granted replacement options	435,000
Employee [Member]
Number of restricted stock unit shares issued		77,973
Director [Member]
Number of restricted stock unit shares issued		77,973

Shareholders_ Equity - Schedule

Shareholders’ Equity - Schedule of Stock Options Activity (Details) - Stock Option [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Number of shares, beginning	189,943	245,762
Number of shares, granted		74,327
Number of shares, exercised
Number of shares, forfeited or canceled	(20,301)	(50,431)
Number of shares, Canceled (Option Replacement)		(193,339)
Number of shares, Granted (Option Replacement)		113,677
Number of shares, ending	169,642	189,943
Number of shares, vested and expected to vest ending	165,383	183,924
Number of shares, exercisable ending	84,454	69,567
Weighted average exercise price, beginning	$ 5.47	$ 19.52
Weighted average exercise price, granted		5.48
Weighted average exercise price, exercised
Weighted average exercise price, forfeited or canceled	5.36	18.21
Weighted average exercise price, Canceled (Option Replacement)		19.90
Weighted average exercise price, Granted (Option Replacement)		5.30
Weighted average exercise price, ending	5.49	5.47
Weighted average exercise price, vested and expected to vest ending	5.49	5.48
Weighted average exercise price, exercisable ending	5.65	5.73
Weighted average grant date fair value, beginning	6.58	9.10
Weighted average grant date fair value, granted		2.81
Weighted average grant date fair value, exercised
Weighted average grant date fair value, forfeited or canceled	4.64	9.30
Weighted average grant date fair value, Canceled (Option Replacement)		9.11
Weighted average grant date fair value, Granted (Option Replacement)		9.11
Weighted average grant date fair value, ending	6.81	6.58
Weighted average grant date fair value, vested and expected to vest ending	6.87	6.65
Weighted average grant date fair value, exercisable ending	$ 9.03	$ 10.17
Weighted average remaining contractual term (years), beginning	8 years 2 months 19 days	8 years 8 months 16 days
Weighted average remaining contractual term (years), ending	7 years 11 months 1 day	8 years 2 months 19 days
Weighted average remaining contractual term (years), vested and expected to vest ending	7 years 10 months 25 days	8 years 2 months 12 days
Weighted average remaining contractual term (years), exercisable ending	7 years 4 months 20 days	7 years 3 months 29 days
Adjustment [Member]
Number of shares, beginning		(53)
Number of shares, granted
Weighted average exercise price, beginning
Weighted average grant date fair value, beginning

Shareholders' Equity - Schedule

Shareholders' Equity - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Number of shares, beginning	179,090	76,731
Number of shares, granted		201,507
Number of shares, vested	(77,973)	(98,387)
Number of shares, forfeited or canceled	(1,617)	(754)
Number of shares, ending	99,500	179,090
Weighted average grant date fair value, beginning	$ 3.84	$ 7.31
Weighted average grant date fair value, granted		3.11
Weighted average grant date fair value, vested	3.78	5.04
Weighted average grant date fair value, forfeited or canceled	5.22	6.44
Weighted average grant date fair value, ending	$ 3.86	$ 3.84
Adjustment [Member]
Number of shares, beginning		(7)
Weighted average grant date fair value, beginning

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Income tax expense

Commitments and Contingencies42

Commitments and Contingencies (Details Narrative) - USD ($)	Jul. 21, 2017	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Loss contingency, damages awarded, value	$ 15,000,000
Operating lease expiring year		expiring in 2019 through 2023

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Future Minimum Operating Lease Payments (Details)	Mar. 31, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,019	$ 1,592,079
2,020	1,152,891
2,021	852,908
2,022	852,908
2,023	781,833
Thereafter
Total	$ 5,232,619

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - Raycom Media, Inc [Member] - 2016 Credit Agreement [Member] - USD ($)	May 08, 2018	Mar. 13, 2018
Proceeds from loan	$ 7,500,000
Advance to affliates		$ 1,000,000
outstanding loan balance	$ 22,000,000