The accompanying notes are an integral part
of these consolidated financial statements
The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
Note 1. Business and Summary of Significant Accounting
Policies
Description of Business
Pareteum has developed a
Communications
Cloud Services Platform
, providing (i) Mobility, (ii) Messaging and (iii) Security services and applications, with a Single-Sign-On,
API and software development suite.
Pareteum has developed a Communications
Cloud Services Platform, providing (i) Mobility, (ii) Messaging and (iii) Security services and applications, with a Single-Sign-On,
API and software development suite. The Pareteum platform hosts integrated IT/Back Office and Core Network functionality for mobile
network operators, and for enterprises implement and leverage mobile communications solutions on a fully outsourced SaaS, PaaS
and/or IaaS basis: made available either as an on-premise solution or as a fully hosted service in the Cloud depending on the needs
of our customers. Pareteum also delivers an Operational Support System (“OSS”) for channel partners, with Application
Program Interfaces (“APIs”) for integration with third party systems, workflows for complex application orchestration,
customer support with branded portals and plug-ins for a multitude of other applications. These features facilitate and improve
the ability of our channel partners to provide support and to drive sales. As of October 1, 2018, the Company now includes
Artilium plc, which operates as a wholly-owned subsidiary of the Company. Artilium is a software development company active in
the enterprise communications and core telecommunications markets delivering software solutions which layer over disparate fixed,
mobile and IP networks to enable the deployment of converged communication services and applications. As of February 26,
2019, the Company now includes iPass Inc., which operates as a wholly-owned subsidiary of the Company. iPass is a cloud-based service
provider of global mobile connectivity, offering Wi-Fi access on any mobile device through its SaaS platform.
Liquidity
As reflected in the accompanying consolidated
financial statements, the Company reported net loss of $12,974,650 and $12,462,979 for the years ended 2018 and 2017, respectively,
and had an accumulated deficit of $312,625,383 as of December 31, 2018. The cash balance including restricted cash of the Company
at December 31, 2018 was $6,482,364.
Management has evaluated the Company’s Going Concern risk
as the Company continues to operate on an annual basis at a loss for the past several years and has also been operating cash flow
negative during those years.
During 2018, Pareteum raised over $6.1
million primarily through the sale of common stock equivalents and an additional $6.1 million cash exercise or exchange of warrants.
As of December 31, 2018, and currently Pareteum
has no Senior Secured Debt, having paid off the Senior Secured Loan balance of $7.64 million during Q4 2017. The repayment of the
debt freed up over $100,000 of interest and fees that were paid each month to the senior secure lender in addition to the debt
service. The Company did not enter any debt or line of credit arrangements in 2018. A credit facility of up to $50 million was
secured on February 26, 2019 and $25 million of debt proceeds was received by the company of which $11 million was used to pay
off the Fortress debt from the iPass acquisition, which closed on February 12, 2019. Professional fees related to this transaction
were $1.7 million, leaving the Company with $12.3 million in cash from the initial $25 million is debt proceeds.
Equity or Debt Financing
On December 31, 2018, we had $6,482,364 in cash and restricted cash. Based on our current expectations with
respect to our revenue and expenses, we expect that our current level of cash and cash equivalents should be sufficient to meet
our liquidity needs for the next twelve months. If our revenues do not grow as expected and if we are not able to manage expenses
sufficiently, we may be required to obtain additional equity or debt financing. Although we have previously been able to attract
financing as needed, such financing may not continue to be available at all, or if available, on reasonable terms as required.
Further, the terms of such financing may be dilutive to existing shareholders or otherwise on terms not favorable to us or existing
shareholders. If we are unable to secure additional financing, as circumstances require, or do not succeed in meeting our sales
objectives, we may be required to change or significantly reduce our operations or ultimately may not be able to continue
our operations.
Dawson James Public Offering
On May 9, 2018, we entered into a securities
purchase agreement with select accredited investors relating to a registered direct offering, issuance and sale of an aggregate
of 2,440,000 shares of our common stock at a purchase price of $2.50 per share for gross proceeds before deducting estimated offering
expenses of $6,100,002. The shares were issued pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange
Commission on September 9, 2016, as amended October 21, 2016 and November 10, 2016 and declared effective November 14, 2016. Dawson
James Securities, Inc. (the “Placement Agent”) acted as placement agent on a best-efforts basis in connection with
the offering, pursuant to a placement agency agreement that was entered into on May 9, 2018. We also agreed to pay the Placement
Agent a commission, to reimburse the Placement Agent’s out-of-pocket expenses, to issue the Placement Agent, in a private
transaction, a warrant to purchase 122,000 shares of common stock at an exercise price equal to 125% of the offering price per
share, and to indemnify the Placement Agent against certain liabilities.
Artilium Acquisition
On October 1, 2018 we completed our previously
announced Artilium Acquisition. In connection with the Artilium Acquisition, the Company issued an aggregate of 37,511,447 shares
of the Company’s common stock to Artilium shareholders. At which time, the Company cancelled 3,200,332 shares of common
stock that were held by Aritilium pre-acquisition, for a net of 34,311,115 newly-issued shares of the Company’s common stock.
Following the Artilium Acquisition, Artilium operates as a wholly-owned subsidiary of the Company, and Artilium’s direct
subsidiaries operate as indirect subsidiaries of the Company, wholly-owned by Artilium. Artilium is a software development company
active in the enterprise communications and core telecommunications markets delivering software solutions which layer over disparate
fixed, mobile and IP networks to enable the deployment of converged communications services and applications.
iPass Acquisition
On November 12, 2018, we entered into the
iPass Merger Agreement by and among iPass, and TBR. Pursuant to the iPass Merger Agreement, TBR commenced the iPass Offer for all
of the outstanding shares of iPass’ common stock, par value $0.0001 per share, for 1.17 shares of the Company’s common
stock, together with cash in lieu of any fractional shares, without interest and less any applicable withholding taxes. The iPass
offer and withdrawal rights expired at 5:00 p.m. New York City time on February 12, 2019, and promptly following such time TBR
accepted for payment and promptly paid for all validly tendered iPass shares in accordance with the terms of the iPass Offer. In
aggregate, the Company issued 9,867,041 shares of common stock to the iPass shareholders in March 2019. iPass is a leading provider
of global mobile connectivity, offering simple, secure, always-on Wi-Fi access on any mobile device. Built on a software-as-a-service
(“SaaS”) platform, the iPass cloud-based service keeps its customers connected by providing unlimited Wi-Fi connectivity
on unlimited devices. iPass is the world’s largest Wi-Fi network, with more than 68 million hotspots globally, at airports,
hotels, train stations, convention centers, outdoor venues, inflight on more than 20 leading airlines, and more.
Principles of Consolidation
The accompanying consolidated financial
statements include the accounts of Pareteum and its subsidiaries and have been prepared in accordance with accounting principles
generally accepted in the United States (“US GAAP”). All intercompany transactions and account balances have been eliminated
in consolidation. The Company’s subsidiaries are:
• its wholly owned subsidiary Pareteum
North America Corp. with its wholly owned subsidiary, Pareteum UK Ltd.;
• its wholly owned subsidiary Pareteum
Asia PTE. Ltd.;
• its wholly owned subsidiary TBR
Inc. (special purpose vehicle for iPass acquisition);
• its wholly-owned subsidiary Pareteum
Europe B.V. (fka Elephant Talk Europe Holding B.V.) and its wholly owned subsidiaries, Elephant Talk Mobile Services B.V., Elephant
Talk PRS Netherlands BV, Elephant Talk Deutschland GmbH (dormant), Elephant Talk Middle East & Africa (Holding) W.L.L., Elephant
Talk Luxembourg SA (dormant), Guangzhou Elephant Talk Information Technology Limited (dormant), Elephant Talk Communications Italy
S.R.L. (dormant), Elephant Talk Business Services W.L.L., Elephant Talk Middle East & Africa (Holding) Jordan L.L.C. (dormant).;
• its wholly owned Elephant Talk Communications
Holding AG and its wholly owned subsidiaries Pareteum Spain SLU and ETC Carrier Services GmbH.;
• Pareteum Europe B.V. majority-owned
subsidiaries Elephant Talk Bahrain W.L.L. (99%), ET de Mexico S.A.P.I. de C.V. (99.998%), ET-UTS NV; (51%) and LLC Pareteum (Russia)
(50%) Elephant Talk;
• Elephant Talk Telecomunicação
do Brasil LTDA, is owned 90% by Pareteum Europe B.V. and 10% by Elephant Talk Communication Holding AG;
• its wholly-owned subsidiary Elephant
Talk Limited (“ETL”) and its wholly owned ET Guangdong Ltd. and its majority owned (50.54%) subsidiary Elephant Talk
Middle East & Africa FZ-LLC.;
• Asesores Profesionales ETAK S. de
RL. de C.V. is owned 99% by Pareteum Europe B.V.; and
• its wholly owned subsidiary Artilium Group Ltd. and its
wholly owned subsidiaries, Artilium NV, Speak UP BVBA, Ello Mobile BVBA, Artilium UK Ltd., Comsys Telecom & Media BV, Portalis
BV, Comsys Connect GmbH, United Telecom N.V., Talking Sense BVBA, Wbase Comm. V, Artilium Trustee Company Limited, Comsys Connect
BV, Livecom International BV, Comsys Connect AG and United Telecom BV.
Foreign Currency Translation
The functional currency is Euros for the
Company’s wholly-owned subsidiary Pareteum Europe B.V. and its subsidiaries. The financial statements of the Company were
translated to USD using period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses,
and capital accounts were translated at their historical exchange rates when the capital transaction occurred. In accordance with
ASC 830, Foreign Currency Matters, net gains and losses resulting from translation of foreign currency financial statements are
included in the statement of changes in stockholders’ equity as other comprehensive income (loss). Foreign currency transaction
gains and losses are included in the consolidated statements of comprehensive loss, under the line item ‘other income and
(expense), net’.
Use of Estimates
The preparation of the accompanying consolidated
financial statements conforms with accounting principles generally accepted in the U.S. and requires management to make certain
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and intangible assets acquired in our acquisition of Artilium.
Significant estimates include the bad debt allowance, revenue recognition, impairment of long-lived assets, valuation of financial
instruments, useful lives of long-lived assets and share-based compensation. Actual results may differ from these estimates under
different assumptions or conditions.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less at the time of purchase to be cash equivalents. The Company has full access to the whole balance
of cash and cash equivalents on a daily basis without any delay. As of December 31, 2018, the Company had no cash equivalents.
Restricted Cash
Restricted cash as of December 31, 2018
and 2017 was $430,655 and $199,776 respectively and consists of cash deposited in blocked accounts as bank guarantees for corporate
credit cards and a portion of the 2018 balance relates to a Letter of Credit issued to a vendor.
Accounts Receivables, net
The Company’s customer base consists
of a geographically dispersed customer base. The Company maintains an allowance for potential credit losses on accounts receivable.
The Company makes ongoing assumptions relating to the collectability of our accounts receivable. The accounts receivable amounts
presented on our consolidated balance sheets include reserves for accounts that might not be collected. In determining the amount
of these reserves, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness
of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact
the level of credit losses in the future. The Company’s reserves have generally been adequate to cover its actual credit
losses. However, since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot
guarantee that its reserves will continue to be adequate. If actual credit losses are significantly greater than the reserves,
the Company would increase its general and administrative expenses and increase its reported net losses. Conversely, if actual
credit losses are significantly less than our reserve, this would eventually decrease the Company’s general and administrative
expenses and decrease its reported net losses. Allowances are recorded primarily on a specific identification basis. See Note 2
of the Financial Statements for more information.
Leasing Arrangements
At the inception of a lease covering equipment
or real estate, the lease agreement is evaluated under the criteria of
ASC 840, Leases.
Leases meeting one of the four
key criteria are accounted for as capital leases and all others are treated as operating leases. Under a capital lease, the discounted
value of future lease payments becomes the basis for recognizing an asset and a borrowing, and lease payments are allocated between
debt reduction and interest. For operating leases, payments are recorded as rent expense. Criteria for a capital lease include
(i) transfer of ownership during the lease term; (ii) existence of a bargain purchase option under terms that make it likely to
be exercised; (iii) a lease term equal to 75 percent or more of the economic life of the leased equipment; and (iv) minimum lease
payments that equal or exceed 90 percent of the fair value of the property. Subsequent to initial recognition, the asset is accounted
for in accordance with the accounting policy applicable to that type of asset. The assets are amortized as per our accounting
policy for property & equipment, and intangibles, as applicable.
Revenue Recognition and Net billings
in Excess of Revenues
Revenue primarily represents amounts earned
for our mobile and security solutions. Our mobile and security solutions are hosted software where the customer does not take possession
of the software and are therefore accounted for as subscriptions. We also offer customer support and professional services related
to implementing and supporting our suite of applications. Revenues generally are recognized net of any taxes collected from customers
and subsequently remitted to governmental authorities.
The Company enters into arrangements that
include various combinations of hosting subscriptions and services, where elements are delivered over different periods of time.
Such arrangements are accounted for in accordance with ASC 605 “Revenue Recognition-Multiple Element Arrangements”
for revenue recorded prior to the adoption of ASC Topic 606, “Revenue from Contracts with Customers” as discussed below.
Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements
can be accounted for as separate units of accounting, and if so, the fair value for each of the elements.
The elements in a multiple element arrangement
are identified and are separated into separate units of accounting at the inception of the arrangement and revenue is recognized
as each element is delivered. Delivered item or items are considered a separate unit of accounting when both of the following criteria
are met: (i) the delivered item or items have value to the customer on a stand-alone basis, meaning the delivered item or items
have value on a standalone basis if it sold separately by any vendor or the customer could resell the delivered item or items on
a stand-alone basis, and (ii) if the arrangement includes a general right of return related to the delivered item, delivery or
performance of the undelivered item or items are considered probably and substantially in the control of the Company. Total consideration
of a multiple-element arrangement is allocated to the separate units of accounting at the inception of the arrangement based on
the relative selling price method using the hierarchy prescribed in ASC 605. In accordance with that hierarchy if vendor specific
objective evidence (VSOE) of fair value or, third-party evidence (TPE) does not exist for the element, then the best estimated
selling price (BESP) is used. Since the Company does not have VSOE or TPE, the Company uses BESP to allocate consideration for
all units of accounting in our hosting arrangements. In determining the BESP, the Company considers multiple factors which include,
but are not limited to the following: (i) gross margin objectives and internal costs for services; (ii) pricing practices and market
conditions; (iii) competitive landscape; and (iv) growth strategy.
In the paragraphs below we explain the revenue recognition policy
for each element.
For the mobile solutions services the Company
recognizes revenues from customers accessing our cloud-based application suite in two different service offerings, namely managed
services and bundled services.
For managed services, revenues are recognized
for network administration services provided to end users on behalf of Mobile Network Operators (MNO) and virtual Mobile Network
Operators (MVNO’s). Managed service revenues are recognized monthly based on an average number of end-users managed and calculated
on a pre-determined service fee per user. For bundled services, the Company provides both network administration as well as mobile
airtime management services. Revenues for bundled services are recognized monthly based on an average number of end-users managed
and mobile air time, calculated based on a pre-determined service fee. Technical services that meet the criteria to be separated
as a separate unit of accounting are recognized as the services are performed. Services that do not meet the criteria to be accounted
for as a separate unit of accounting are deferred and recognized ratably over the estimated customer relationship. Our arrangements
with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application
service at any time.
Telecommunication revenues are recognized
when delivery occurs based on a pre-determined rate and number of user minutes and calls that the Company has managed in a given
month.
Professional services and other revenue
include fees from consultation services to support the business process mapping, configuration, data migration, integration and
training. Amounts that have been invoiced are recorded in accounts receivable and in net billings in excess of revenues or revenue,
depending on whether the revenue recognition criteria have been met. Revenue for professional and consulting services in connection
with an implementation or implantation of a new customer that is deemed not to have stand-alone value is recognized over the estimated
customer relationship commencing when the subscription service is made available to the customer. Revenue from other professional
services that provide added value such as new features or enhancements to the platform that are deemed to have standalone value
to the customer are recognized when the feature is activated.
Adoption of ASC Topic 606, "Revenue
from Contracts with Customers"
On January 1, 2018, we adopted
Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1,
2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period
amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.
We recorded a net increase to opening accumulated
deficit of $107,520 as of January 1, 2018 due to the cumulative impact of adopting Topic 606, with the
impact primarily related to our installation revenues that were previously deferred for which the performance obligation was determined
to be complete as of the date of adoption. The impact to revenues to be recognized for the nine months ended September 30,
2018 was a decrease of $107,520 as a result of applying Topic 606, relating to the aforementioned installation revenues
and an increase to the accumulated deficit.
Revenue Recognition
Our revenues represent amounts earned for
our mobile and security solutions. Our solutions take many forms but our revenue generally consists of fixed and/or variable charges
for services delivered monthly under a combined services and SaaS model. We also offer discrete (one-time) services for implementation
and for development of specific functionality to properly service our customers.
The following table presents our revenues
disaggregated by revenue source:
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
(1)
|
|
Monthly Service
|
|
$
|
28,467,985
|
|
|
$
|
12,540,377
|
|
Installation and Software Development
|
|
|
3,967,751
|
|
|
|
1,007,130
|
|
Total revenues
|
|
$
|
32,435,736
|
|
|
$
|
13,547,507
|
|
|
(1)
|
As noted above, prior period amounts have not been adjusted under the modified retrospective method.
|
Monthly services revenues are recognized
at a point in time and amounted to $28,467,985 and $12,540,377 for the years ended December 31, 2018 and 2017, respectively. Installation
and software development revenues are recognized over time and amounted to $3,967,751 and $1,007,130 for years ended December 31,
2018 and 2017, respectively.
The following table presents our revenues
disaggregated by geography, based on the billing addresses of our customers
|
|
Years Ended
|
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
(1)
|
|
Europe
|
|
$
|
24,600,456
|
|
|
$
|
12,428,942
|
|
Other geographic areas
|
|
|
7,835,280
|
|
|
|
1,118,565
|
|
Total revenues
|
|
$
|
32,435,736
|
|
|
$
|
13,547,507
|
|
|
(1)
|
As noted above, prior period amounts have not been adjusted under the modified retrospective method.
|
Monthly Service Revenues
The Company’s performance obligations
in a monthly Software as a Service (SaaS) and service offerings are simultaneously received and consumed by the customer and therefore,
are recognized over time. For recognition purposes, we do not unbundle such services into separate performance obligations. The
Company typically bills its customer at the end of each month, with payment to be received shortly thereafter. The fees charged
may include a combination of fixed and variable charges with the variable charges tied to the number of subscribers or some other
measure of volume. Although the consideration may be variable, the volumes are estimable at the time of billing, with “true-up”
adjustments occurring in the subsequent month. Such amounts have not been historically significant.
Installation and Software Development
Revenues
The Company’s other revenues consist
generally of installation and development projects.
Installation represents the activities
necessary for a customer to obtain access and connectivity to the Company’s monthly SaaS and service offerings. While installation
may require separate phases, it represents one promise within the context of the contract.
Development consists of programming and
other services to add new, additional or customized functionality to a customer’s existing service offerings. Each development
activity is typically its own performance obligation.
Revenue is recognized over time if the
installation and development activities create an asset that has no alternative use for which the Company is entitled to receive
payment for performance completed to date. If not, then revenue is not recognized until the applicable performance obligation is
satisfied.
Arrangements with Multiple Performance
Obligations
The Company’s contracts with customers
may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation
based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices
charged to customers.
Net Billings in Excess of Revenues
The Company records net billings in excess
of revenues when payments are made in advance of our performance, including amounts which are refundable. Net billings in excess
of revenues was $927,780 as of December 31, 2018, an increase of $684,794, as compared to $242,986 for December 31, 2017.
Payment terms vary by the type and location
of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For
certain products or services and customer types, payment is required before the products or services are delivered to the customer.
Contract Assets
Given the nature of the Company’s
services and contracts, it has no contract assets.
Cost of Revenues and Operating Expenses
Cost of Revenues
Cost of revenues includes origination,
termination, network and billing charges from telecommunications operators, costs of telecommunications service providers, network
costs, data center costs, facility cost of hosting network and equipment and cost in providing resale arrangements with long distance
service providers, cost of leasing transmission facilities, international gateway switches for voice, data transmission services,
and the cost of professional services of staff directly related to the generation of revenues, consisting primarily of employee-related
costs associated with these services, including share-based expenses and the cost of subcontractors. Cost of revenues excludes
depreciation and amortization.
Reporting Segments
ASC 280, Segment Reporting (“ASC
280”), defines operating segments as components of an enterprise about which separate financial information is available
that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances.
The business operates as one single segment and discrete financial information is based on the whole, not segregated; and is used
by the chief decision maker accordingly.
Financial Instruments
The carrying values of cash and cash
equivalents, restricted cash, accounts receivable, accounts payable, notes receivable, promissory notes (payable) and
customer deposits approximate their fair values based on their short-term nature. The recorded values of long-term debt
approximate their fair values, as interest approximates market rates. The Company’s conversion feature, a derivative
instrument, is recognized in the balance sheet at its fair values with changes in fair market value reported in earnings.
Fair Value Measurements
In accordance with ASC 820, Fair Value
Measurement (“ASC 820”), the Company defines fair value as the price that would be received from selling an asset or
paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.
ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs
and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are those that market
participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.
Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the
asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized
into three levels based on the inputs as follows:
Level 1
– Quoted prices are
available in active markets for identical assets or liabilities as of the reported date.
Level 2
– Pricing inputs are
other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature
of these financial instruments includes cash instruments for which quoted prices are available but are traded less frequently,
derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the
market and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed.
Level 3
– Instruments that
have little to no pricing observability as of the reported date. These financial instruments are measured using management’s
best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.
The degree of judgment exercised by the
Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure
fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the
fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that
is significant to the fair value measurement.
The Company has
the following asset groups that are valued at fair value categorized within Level 3: Goodwill
and intangibles (non-recurring measurements) for the impairment test. Below are discussions of the main assumptions used for the
recurring measurements.
The Company used the Monte Carlo valuation model to determine the value of the outstanding warrants and conversion
feature from the “Offering”. Since the Monte Carlo valuation model requires special software and expertise to model
the assumption to be used, the Company hired a third party valuation expert. Because tradenames, customer relationships and the technology acquired as part of the acquisition of Artilium
required expertise to model the assumptions to be used, the Company hired a third party valuation expert.
Recurring
Measurement - Warrant Derivative Liabilities and Conversion Feature Derivative (see also Note 11 and 16)
Number of Outstanding
Warrants and/or Convertible Notes
The number of
outstanding warrants and/or convertible notes is adjusted every re-measurement date after deducting the exercise or conversion
of any outstanding warrants convertible notes during the previous reporting period.
Stock Price
at Valuation Date
The closing stock
price at re-measurement date being the last available closing price of the reporting period taken from www.nasdaq.com.
Exercise Price
The exercise price
is fixed and determined under the terms of the financing facility it was issued.
Remaining Term
The remaining
term is calculated by using the estimated life of the outstanding principal liability at the moment of re-measurement.
Expected Volatility
Management estimates
expected cumulative volatility giving consideration to the expected life of the note and/or warrants and calculated the annual
volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days
prior to the maturity date of the note (reference period). The annual volatility is used to determine the (cumulative) volatility
of the Company´s common stock.
Liquidity Event
We estimate the
expected liquidity event considering the average expectation of the timing of fundraises and the need for those funds offset against
scheduled repayment dates and the costs and/or savings of the future steps in re-modelling the organization.
Risk-Free Interest
Rate
Management estimates
the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the US Treasury Department with a term
equal to the reported rate or derived by using both spread in intermediate term and rates, up to the expected maturity date of
the derivative involved.
Expected Dividend
Yield
Management estimates
the expected dividend yield by giving consideration to the Company´s current dividend policies as well as those anticipated
in the future considering the Company´s current plans and projections. Management currently does not believe that it is in the best interest of the Company to pay dividends
at this time.
Share-based
Compensation
The Company follows the provisions of ASC
718, Compensation-Stock Compensation, (“ASC 718”). Under ASC 718, share-based awards are recorded at fair value as
of the grant date and recognized as expense with an adjustment for forfeiture over the employee’s requisite service period
(the vesting period, generally up to three years). The share-based compensation cost based on the grant date fair value is amortized
over the period in which the related services are received.
To determine the value of our stock options
at grant date under our employee stock option plan, the Company uses the Black-Scholes option-pricing model. The use of this model
requires the Company to make many subjective assumptions. The following addresses each of these assumptions and describes our methodology
for determining each assumption:
Expected Life
The expected life represents the period
that the stock option awards are expected to be outstanding. The Company uses the simplified method for estimating the expected
life of the option, by taking the average between time to vesting and the contract life of the award.
Expected Volatility
The Company estimates expected cumulative
volatility giving consideration to the expected life of the option of the respective award, and the calculated annual volatility
by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the
grant-date (reference period). The annual volatility is used to determine the (cumulative) volatility of its common stock.
Forfeiture rate
The Company is using the aggregate forfeiture
rate. The aggregate forfeiture rate is the ratio of pre-vesting forfeitures over the awards granted (pre-vesting forfeitures/grants).
The forfeiture discount (additional loss) is released into the profit and loss in the same period as the option vesting-date. The
forfeiture rate is actualized every reporting period and due to the firm reorganization, the forfeiture rate has been set to zero
to reflect the current expectation of the number of employees that leave the Company.
Risk-Free Interest Rate
The Company estimates the risk-free interest
rate using the “Daily Treasury Yield Curve Rates” from the U.S. Treasury Department with a term equal to the reported
rate or derived by using both spread in intermediate term and rates, to the expected life of the award.
Expected Dividend Yield
The Company estimates the expected dividend
yield by giving consideration to our current dividend policies as well as those anticipated in the future considering our current
plans and projections.
Income Taxes
Current tax is based on the income or loss
from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using
tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized for the
expected future tax benefit to be derived from tax losses and tax credit carry-forwards. Establishment of a valuation allowance
is provided when it is more likely than not that deferred taxes will be realized.
In the ordinary course of a global business,
there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as
a consequence of revenue sharing and reimbursement arrangements among related entities, the process of identifying items of
revenue and expenses that qualify for preferential tax treatment and segregation of foreign and domestic income and expense to
avoid double taxation.
The Company files federal income tax returns
in the U.S., various U.S. state jurisdictions and various foreign jurisdictions. The Company’s income tax returns are open
to examination by federal, state and foreign tax authorities, generally for 3 years but can be extended to 6 years under certain
circumstances. In other jurisdictions the period for examinations depend on local legislation. The Company’s policy is to
record estimated interest and penalties on unrecognized tax benefits as part of its income tax provision.
Comprehensive Income (Loss)
For the years ended December 31, 2018 and 2017, the Company’s comprehensive
loss consisted of net losses and foreign currency translation adjustments.
Business Combinations
The acquisition method of accounting for
business combinations as per ASC 805, Business Combinations (“ASC 805”), requires us to use significant estimates and
assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during
the measurement period (defined as the period, not to exceed one year, in which the Company may adjust the provisional amounts
recognized for a business combination).
Under the acquisition method of accounting,
the identifiable assets acquired, the liabilities assumed, and any non-controlling interests acquired in the acquisition are recognized
as of the closing date for purposes of determining fair value. The Company measures goodwill as of the acquisition date as the
excess of consideration transferred, over the net of the acquisition date fair value of the identifiable assets acquired and liabilities
assumed. Costs that the Company incurs to complete the business combination such as investment banking, legal and other professional
fees are not considered part of consideration and the Company charges them to general and administrative expense as they are incurred.
During the measurement period, the Company
adjusts the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances
that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that
date. Measurement period adjustments are reflected retrospectively in all periods being presented in the financial statements.
Goodwill
The Company records goodwill when the fair
value of consideration transferred in a business combination exceeds the fair value of the identifiable assets acquired and liabilities
assumed. Goodwill and other intangible assets that have indefinite useful lives are not amortized, but the Company tests them for
impairment annually during its fourth fiscal quarter and whenever an event or change in circumstances indicates that the carrying
value of the asset is impaired.
The authoritative guidance for the goodwill
impairment model includes a two-step process. First, it requires a comparison of the carrying value of the reporting unit to its
fair value. If the fair value is determined to be less than the carrying value, a second step is performed. In the second step,
the Company compares the implied fair value of goodwill to its carrying value in the reporting unit. The shortfall of the fair
value below carrying value, if any, would represent the amount of goodwill impairment charge. We are using the criteria in ASU
no. 2011-08 Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which permits the Company to make
a qualitative assessment of whether it is more likely than not than not that a reporting unit’s fair value is less than the
carrying amount before applying the two-step goodwill impairment test. If the Company concludes that it is not more likely than
not that the fair value of a reporting unit is less that its carrying amount, it would not need to perform the two-step impairment
test for that reporting unit.
The Company tests goodwill for impairment
in the fourth quarter of each year, or sooner should there be an indicator of impairment as per
ASC 350, Intangibles –
Goodwill and Other.
The Company periodically analyzes whether any such indicators of impairment exist. Such indicators include
a sustained, significant decline in the Company’s stock price and market capitalization, a decline in the Company’s
expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition,
and/or slower growth rate, among others. In the Company’s case, the indicator is the continuing losses.
Long-Lived Assets and Intangible
Assets
In accordance with ASC 350, Intangibles
– Goodwill and Other (“ASC 350”), intangible assets are carried at cost less accumulated amortization and impairment
charges. Intangible assets are amortized on a straight-line basis over the expected useful lives of the assets, between three and
ten years. Other indefinite life intangible assets are reviewed for impairment in accordance with ASC 350, on an annual basis,
or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Measurement
of any impairment loss for long-lived assets and amortizing intangible assets that management expects to hold and use is tested
for impairment when amounts may not be recoverable. Impairment is measured based on the amount of the carrying value that exceeds
the fair value of the asset.
Property and Equipment, Internal
Use Software and Third Party Software
Property and equipment are initially recorded
at cost. Additions and improvements are capitalized, while expenditures that do not enhance the assets or extend the useful life
are charged to operating expenses as incurred. Included in property and equipment are certain costs related to the development
of the Company’s internally developed software technology platform.
The Company has adopted the provisions
of ASC 350-40, Accounting for the Costs of Computer Software developed or obtained for internal use, and therefore the costs incurred
in the preliminary stages of development are expensed as incurred. The Company capitalizes all costs related to software developed
or obtained for internal use when management commits to funding the project; the preliminary project stage is completed and when
technological feasibility is established. Software developed for internal use has generally been used to deliver hosted services
to the Company’s customers. Technological feasibility is considered to have occurred upon completion of a detailed program
design that has been confirmed by documenting the product specifications, or to the extent that a detailed program design is not
pursued, upon completion of a working model that has been confirmed by testing to be consistent with the product design. Once a
new functionality or improvement is released for operational use, the asset is moved from the property and equipment category “construction
in progress” (“CIP”) to a property and equipment asset subject to depreciation in accordance with the principle
described in the previous sentence. In addition, account management also records equipment acquired from third parties, until it
is ready for use. Capitalization of costs ceases when the project is substantially complete and ready for its intended use. Depreciation
is applied using the straight-line method over the estimated useful lives of the assets once the assets are placed in service.
Management evaluates the useful lives of these
assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability
of these assets. In 2018 and 2017, the Company did not record an impairment.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments-Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” (“ASU 2016-13”) which requires measurement
and recognition of expected versus incurred credit losses for financial assets held. ASU 2016-13 is effective for the Company’s
annual and interim reporting periods beginning January 1, 2020, with early adoption permitted on January 1, 2019. The Company is
currently evaluating the impact of this ASU on its consolidated financial statements; however at the current time the Company has
not determined what impact the adoption will have on its consolidated financial statements, financial condition or results of operations.
In March 2016, the FASB issued ASU No. 2016-09,
“Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU
2016-09”). The updated guidance changes how companies account for certain aspects of share-based payment awards to employees,
including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in
the statement of cash flows. The update to the standard was effective for the Company’s annual and interim reporting periods
beginning January 1, 2017. The Company has evaluated the impact of ASU 2016-09 on its consolidated financial statements and has
determined that the impact of adopting of ASU 2016-09 did not have a material effect on its consolidated financial statements,
financial condition or results of operations.
In May 2014, the FASB issued ASU No. 2014-09,
Revenue
from Contracts with Customers (Topic 606)
. This update outlines a new, single comprehensive model for entities to use in accounting
for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific
guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The
new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration a company expects to receive in exchange for those goods or services. In August 2015, the FASB issued
ASU No. 2015-14,
Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date
, which deferred
the effective date of ASU 2014-09 by one year. ASU 2014-09 is now effective for fiscal periods beginning after December 15, 2017,
including interim periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning
after December 15, 2016, including interim reporting periods within that reporting period. We adopted Topic 606 as of January 1,
2018 using the modified retrospective transition method.
This update requires expanded disclosures
relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally,
qualitative and quantitative disclosures are required for customer contracts, significant judgments and changes in judgments, and
assets recognized from the costs to obtain or fulfill a contract.
In February 2016, the FASB issued ASU No.
2016-02, “Leases (Topic 842),” (ASU 2016-02), which together with subsequent amendments, modified lessee accounting
guidance under Topic 840. This ASU requires the Company to recognize on the balance sheet the assets and liabilities for the rights
and obligations created by leases with terms of more than twelve months. This ASU also requires disclosures enabling the users
of financial statements to understand the amount, timing and uncertainty of cash flows arising from leases. This new standard will
become effective for annual periods beginning after December 15, 2018 (including interim reporting periods within those periods).
Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company will adopt the new standard
in the first quarter of its fiscal year 2019 using the optional transition method allowed by ASU 2018-11. The Company will elect
not to reassess whether any expired or existing contracts are or contain leases, not to reassess the lease classification for any
expired or existing leases, not to reassess initial direct costs for any existing leases, and not to separate non-lease components
from lease components and instead account for each separate lease component and the non-lease components associated with that lease
component as a single lease component for new or modified leases. The Company does not expect the adoption of this standard to
have a material effect on its financial statements for existing leases as of January 1, 2019. However, as a result of the iPass
acquisition, the Company expects to record a Right of Use asset and related liability for the existing iPass leases subject to
ASU 2016-02.
In January 2016, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments –
Overall (Subtopic 825-10).” ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial
statements with more decision-useful information by addressing certain aspects of recognition, measurement, presentation, and disclosure
of financial instruments. The amendments simplify certain requirements and also reduce diversity in current practice for other
requirements. ASU 2016-01 is effective for public companies’ fiscal years beginning after December 15, 2017, including interim
periods within those fiscal years. Except for the early application guidance specifically allowed in ASU 2016-01, early adoption
is not permitted. The Company has determined that there was no material effect as a result of the adoption of ASU 2016-01 on our
consolidated financial statements.
In November 2016, the FASB issued Accounting Standards Update 2016-18, “Statement
of Cash Flows - Restricted Cash a consensus of the FASB Emerging Issues Task Force.” This standard requires restricted cash
and cash equivalents to be included with cash and cash equivalents on the statement of cash flows under the retrospective transition
approach. The guidance became effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal
years. Early adoption is permitted. The Company has retrospectively adopted this standard and the effects of the adoption are reflected
on the accompanying statement of the cash flows.
Note 2. Allowance for Doubtful Accounts
Accounts receivable are presented on the
balance sheet net of estimated uncollectible amounts. The Company records an allowance for estimated uncollectible accounts in
an amount approximating anticipated losses. Individual uncollectible accounts are written off against the allowance when collection
of the individual accounts appears doubtful. The Company recorded an allowance for doubtful accounts of $1,021,179 and
$90,173 as of December 31, 2018 and 2017, respectively.
Note 3. Prepaid Expenses and
Other Current Assets
Prepaid expenses and other current assets
amounted to $2,083,950 as of December 31, 2018, compared with $900,369 as of December 31, 2017. Prepaid expenses and other
current assets consisted primarily of prepaid insurance, other prepaid operating expenses, prepaid taxes and prepaid Value Added
Tax (“VAT”). As of December 31, 2018, $424,167 of the prepaid expenses was related to VAT. On December 31, 2017,
prepaid VAT represented $324,092.
Note 4. Other Assets
Other assets at December 31, 2018 and December
31, 2017 are long-term in nature and consist of long-term deposits to various telecom carriers and loans amounting to $45,336 and
$91,267, respectively. The deposits are refundable at the termination of the business relationship with the carriers. The
primary decrease in other assets was related to the closing of certain entities that were dissolved or are in the process of being
dissolved.
Note 5. Note Receivable
The third quarter 2016 sale of ValidSoft for
the price of $3,000,000 was completed and the Company received $2,000,000 in cash and a $1,000,000 promissory note. The Principal
amount of $1,000,000 together with all interest must be paid by on or before September 30, 2018 bearing interest of 5% per annum.
During 2017 we accrued $21,639 for interest, credited $375,594 for Company liabilities assumed by ValidSoft and credited $51,525
as a partial repayment on the principal which results in a remaining outstanding principal amount of $594,520. On July 22, 2018,
an agreement was made to extend the maturity date of the note to September 30, 2019. At December 31, 2018 we accrued $4,780 for
interest which results in a remaining outstanding principal amount of $576,769.
On November 26, 2018, the Company
executed a senior secured promissory note from Yonder Media Mobile (an unrelated entity), with interest accruing at a
simple rate of 6% per annum with a maturity date of May 26, 2020. The principal amount is $500,000 and accumulated interest
for 2018 was $5,667 which results in a remaining outstanding amount of $505,667. All principal and interest are due on the
maturity date.
The total notes receivable held by the Company as of December 31, 2018 and 2017 was
$1,082,436 and $594,520, respectively, and is included in the accompanying consolidated balance sheet.
Note 6. Property and Equipment
Property and equipment at December 31, 2018 and December 31,
2017 consisted of:
|
|
Average
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
|
|
|
Useful
|
|
|
December
|
|
|
December
|
|
|
|
Lives
|
|
|
31, 2018
|
|
|
31, 2017
|
|
Furniture and fixtures
|
|
|
5
|
|
|
$
|
139,857
|
|
|
$
|
139,857
|
|
Computer, communication and network equipment
|
|
|
3 - 10
|
|
|
|
17,520,435
|
|
|
|
17,020,421
|
|
Software
|
|
|
5
|
|
|
|
4,716,816
|
|
|
|
2,899,794
|
|
Automobiles
|
|
|
5
|
|
|
|
10,744
|
|
|
|
10,744
|
|
Software development
|
|
|
1
|
|
|
|
1,656,739
|
|
|
|
398,654
|
|
Total property and equipment
|
|
|
|
|
|
|
24,044,591
|
|
|
|
20,469,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: accumulated depreciation and amortization
|
|
|
|
|
|
|
(19,491,341
|
)
|
|
|
(15,755,760
|
)
|
Total property and equipment, net
|
|
|
|
|
|
$
|
4,553,250
|
|
|
$
|
4,713,710
|
|
Computers, communications and network equipment
includes the capitalization of our systems engineering and software programming activities. Typically, these investments pertain
to the Company’s:
|
·
|
Intelligent Network (IN) platform;
|
|
·
|
CRM provisioning Software;
|
|
·
|
Mediation, Rating & Pricing engine;
|
|
·
|
ValidSoft security software applications;
|
|
·
|
Operations and business support software; and
|
|
·
|
Network management tools.
|
The total amount of product development
costs (internal use software costs) that are capitalized in Property and Equipment during the years ended December 31, 2018 and
2017 was $1,258,085 and $696,401, respectively.
During the years ended December 31, 2018
and December 31, 2017, the Company amortized $900,723 and $896,039 of software development, respectively.
Note 7. Long Term Investments
As of December 31, 2018 the Company no longer holds any long term investments. The long term investment held
by the Company as of the year ended December 31, 2017 of $3,230,208 was Artilium common shares, which the Company now owns 100% of and our investment in our subsidiary is eliminated upon consolidation.
Note 8. Net Billings in Excess
of Revenues
Because the Company recognizes revenue upon performance of services, net billings in excess of revenues represents
amounts received from the customers for which either delivery has not occurred or against future sales of services. As of December
31, 2018, the balance of net billings in excess of revenues was $927,780. For the corresponding period in 2017, the net billings
in excess of revenues balance was $242,986.
Note 9. Accrued Expenses
As of December 31, 2018 and December 31, 2017, the accrued expenses
were comprised of the following:
|
|
December 31,
|
|
|
December 31,
|
|
Accrued expenses and other payables
|
|
2018
|
|
|
2017
|
|
Accrued selling, general and administrative expenses
|
|
$
|
2,396,941
|
|
|
$
|
3,463,800
|
|
Accrued restructuring & acquisition related costs
|
|
|
1,885,194
|
|
|
|
-
|
|
Accrued cost of service
|
|
|
1,070,099
|
|
|
|
413,942
|
|
Accrued taxes (including VAT)
|
|
|
2,283,999
|
|
|
|
877,366
|
|
Accrued interest payable
|
|
|
67,613
|
|
|
|
96,801
|
|
Other accrued expenses
|
|
|
248,534
|
|
|
|
398,221
|
|
|
|
$
|
7,952,380
|
|
|
$
|
5,250,130
|
|
Accrued taxes include income taxes payable
as of December 31, 2018 amounting to $93,883. See Note 21 of the Financial Statements for more information.
Accrued Selling, General and Administrative
expenses include social security premiums, personnel related costs such as payroll taxes, provision for holiday allowance, accruals
for marketing and sales expenses, and office related expenses.
Note 10. Promissory Notes and Unsecured
Convertible Promissory Notes
Promissory Note
The Promissory Notes of $681,220 are 4
bank notes secured through by Artilium with varying maturity dates ranging between 6 and 18 months with an average interest rate
of 2%. The notes are not convertible and are not included in any of the tables in the remainder of note 10.
9% Unsecured Convertible Promissory Note
The Unsecured Convertible Promissory Notes
is split into a long term part and a short term part, for this year ending only the short term part exists.
Breakdown of the Unsecured Convertible
Promissory Notes (net of debt discounts)
|
|
Outstanding
December
31, 2018
|
|
|
Long Term
to Short
Term re-
allocation
|
|
|
Regular
Amortizations
(during
2018)
|
|
|
Conversions
(during
2018)
including
accelerated
amortization
|
|
|
Outstanding
December
31, 2017
|
|
9% Unsecured Convertible Note (Private Offering Q4-2015 – Q1-2016)
|
|
$
|
-
|
|
|
$
|
40,967
|
|
|
$
|
(59,340
|
)
|
|
$
|
56,348
|
|
|
$
|
(37,975
|
)
|
9% Unsecured Convertible Note (Saffelberg)
|
|
|
-
|
|
|
|
-
|
|
|
|
(42,151
|
)
|
|
|
622,024
|
|
|
|
(579,873
|
)
|
Total Long Term
|
|
|
-
|
|
|
|
40,967
|
|
|
|
(101,491
|
)
|
|
|
678,372
|
|
|
|
(617,848
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9% Unsecured Convertible Note (Private Offering Q4-2015 – Q1-2016)
|
|
|
(106,967
|
)
|
|
|
(40,967
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(66,000
|
)
|
Total Short Term
|
|
|
(106,967
|
)
|
|
|
(40,967
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(66,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Convertible Promissory Notes
|
|
$
|
(106,967
|
)
|
|
$
|
-
|
|
|
$
|
(101,491
|
)
|
|
$
|
678,372
|
|
|
$
|
(683,848
|
)
|
On December 18, 2015, the Company consummated
a closing and on March 14, 2016, the Company consummated the last of twelve closings of its private placement offering of units
(“Units”) to “accredited investors” (as defined in Rule 501(a) of the Securities Act as part of a “best
efforts” private placement offering of up to $4,200,000 consisting of up to 140 Units, each Unit consisting of: (i) one 9%
unsecured subordinated Note in the principal amount of $30,000, which is convertible into the Note Shares of common stock of the
Company at the option of the holder at a conversion price of $7.50 per share, subject to certain exceptions; and (ii) a five-year
Warrant to purchase one hundred thousand (4,000) shares of common stock (the “Warrant Shares”) at an exercise price
of $11.25 per share, subject to certain exceptions.
The Units were offered and sold pursuant to
an exemption from registration under Section 4(2) and Regulation D of the Securities Act. During 2016 and 2015, the Company sold
an aggregate of $3,548,000 principal amount of Notes and delivered Warrants to purchase an aggregate of 473,067 shares of
common stock.
The Warrants entitle the holders to purchase
shares of common stock reserved for issuance thereunder for a period of five years from the date of issuance and contain certain
anti-dilution rights on terms specified in the Warrants. The Note Shares and Warrant Shares will be subject to full ratchet anti-dilution
protection for the first 24 months following the issuance date and weighted average anti-dilution protection for the 12 months
period after the first 24 months following the issuance date. In December 2016, the Company and the holders agreed upon modification
of the Warrants to redeem the above anti-dilution protection and offered an exercise price adjustment to $3.75 and 10% bonus warrants
in return.
The Company filed a Registration Statement
on Form S-3 registering the Note Shares and Warrant Shares which became effective November 14, 2016.
In connection with the offering, the Company
retained a registered FINRA broker dealer (the “Placement Agent”) to act as the placement agent. For acting as the
placement agent, we agreed to pay the Placement Agent, subject to certain exceptions: (i) a cash fee equal to seven percent (7%)
of the aggregate gross proceeds raised by the Placement Agent in the offering, (ii) a non-accountable expense allowance of up to
one percent (1%) of the aggregate gross proceeds raised by the Placement Agent in the offering, and (iii) at the final closing
one five-year warrant to purchase such number of shares equal to 7% of the shares underlying the Notes sold in this offering at
an exercise price of $7.50 and one five-year warrant to purchase such number of shares equal to 7% of the shares underlying the
Warrants sold in this offering at an exercise price of $11.25. The total number of warrants earned by the Placement Agent were
33,115 warrants with an exercise price of $11.25 and 33,115 warrants with an exercise price of $7.50.
The aggregate number of Units sold during
the offering period in 2016 resulted in gross proceeds of $3,458,000 and a net proceed of $3,039,932. The Company used the net
proceeds from the offering primarily for working capital.
The value of the Warrants and the conversion
feature to the investors and the Placement Agent cash fees and warrants have been capitalized and off set against the liability
for the Notes. By doing this the Company followed ASU 2015-03 guidelines to also offset the debt issuance costs against the liability
of the convertible notes. This resulted in a total initial debt discount of $2,395,290 and $467,568 of financing costs incurred
in connection with the offering. The debt discount and debt issuance costs are being amortized over the term of the Notes using
the effective interest method.
Breakdown of the 9% Unsecured Subordinated Convertible
Promissory Note
(Maturing December 2018 through March 21, 2019)
|
|
December
31, 2018
|
|
|
Regular
Amortizations
(during
2018)
|
|
|
Conversions
(during 2018)
including
accelerated
amortization
|
|
|
Outstanding
December
31, 2017
|
|
Convertible Note Principal Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount
|
|
$
|
(105,000
|
)
|
|
$
|
-
|
|
|
$
|
60,000
|
|
|
$
|
(165,000
|
)
|
10% Early Repayment
|
|
|
(10,500
|
)
|
|
|
-
|
|
|
|
6,000
|
|
|
|
(16,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Discounts & Financing Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor Warrants
|
|
|
1,719
|
|
|
|
(26,104
|
)
|
|
|
(5,149
|
)
|
|
|
32,972
|
|
Conversion Feature value
|
|
|
1,237
|
|
|
|
(6,912
|
)
|
|
|
(1,412
|
)
|
|
|
9,561
|
|
7% Agent Warrants
|
|
|
534
|
|
|
|
(3,027
|
)
|
|
|
(609
|
)
|
|
|
4,170
|
|
Financing Costs
|
|
|
5,043
|
|
|
|
(23,297
|
)
|
|
|
(2,482
|
)
|
|
|
30,822
|
|
|
|
$
|
(106,967
|
)
|
|
$
|
(59,340
|
)
|
|
$
|
56,348
|
|
|
$
|
(103,975
|
)
|
Breakdown of the 9% Saffelberg Note (Unsecured Convertible)
(Maturing August 18, 2019)
|
|
December 31,
2018
|
|
|
Regular
Amortizations
(during 2018)
|
|
|
Conversions
(during 2018)
including
accelerated
amortization
|
|
|
Outstanding
December 31,
2017
|
|
Convertible Note Principal Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount (Long Term)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
723,900
|
|
|
$
|
(723,900
|
)
|
Debt Discounts & Financing Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor Warrants
|
|
|
-
|
|
|
|
(30,154
|
)
|
|
|
(73,900
|
)
|
|
|
104,054
|
|
Conversion Feature value
|
|
|
-
|
|
|
|
(11,996
|
)
|
|
|
(27,977
|
)
|
|
|
39,973
|
|
|
|
$
|
-
|
|
|
$
|
(42,150
|
)
|
|
$
|
622,023
|
|
|
$
|
(579,873
|
)
|
On June 29, 2018, the Company entered into
an agreement with Saffelberg agreeing to (i) pay the balance and interest of the September 7, 2017 repayment agreement, (ii) convert
at $2.37 per share on July 11, 2018 the August 18, 2016 $723,900 convertible note and accrued interest into 387,913 common shares,
(iii) adjust the strike price of the 96,250 warrants to a fixed amount of $2.37 on June 29, 2018 and (iv) register converted 387,913
common shares, the 96,250 warrant and other shares held by Saffelberg in the next registration statement.
Breakdown of the conversion rights for outstanding convertible
notes:
Number of underlying shares for
Conversion of outstanding
unsecured convertible notes
|
|
Outstanding
December 31,
2018
|
|
|
Agreement
Amendments
/ Interest
effects
|
|
|
Exercises /
Conversions
/
Expirations
|
|
|
Outstanding
December
31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9% Convertible Note - Investors
|
|
|
39,500
|
|
|
|
763
|
|
|
|
(22,292
|
)
|
|
|
61,029
|
|
9% Convertible Note - Other Investor
|
|
|
-
|
|
|
|
(472,030
|
)
|
|
|
(387,913
|
)
|
|
|
859,943
|
|
Outstanding Conversion Features
|
|
|
39,500
|
|
|
|
(471,267
|
)
|
|
|
(410,205
|
)
|
|
|
920,972
|
|
Note 11. Warrant and Conversion Feature Liabilities
In the past the Company used equity instruments
to improve the yield of the Notes (Investors). During 2018 all of the outstanding derivative liabilities have either been renegotiated
or extinguished by other reasons.
Currently, the Company has identified the
following movements during 2018 for the number of rights owned by the holders for the following groups.
Number of underlying
shares for Liability
Warrants & Conversion
Features
|
|
Outstanding
December 31,
2018
|
|
|
Agreement
Amendments
/
Interest effects
|
|
|
Exercises/
Conversions
/
Expirations
|
|
|
Outstanding
December 31,
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9% Convertible Note - Other Investor
|
|
$
|
-
|
|
|
|
(472,030
|
)
|
|
|
(387,913
|
)
|
|
$
|
859,943
|
|
Outstanding Liability Conversion Features
|
|
|
-
|
|
|
|
(472,030
|
)
|
|
|
(387,913
|
)
|
|
|
859,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other 9% Convertible Note Warrants
|
|
|
-
|
|
|
|
(96,520
|
)
|
|
|
-
|
|
|
|
96,520
|
|
Outstanding Liability Warrants
|
|
|
-
|
|
|
|
(96,520
|
)
|
|
|
-
|
|
|
|
96,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
-
|
|
|
|
(568,550
|
)
|
|
|
(387,913
|
)
|
|
$
|
956,463
|
|
The Company has identified the following
fair market value for such derivative liabilities of outstanding rights owned by the holders for the following groups.
Fair Market Value
Liability Warrants &
Conversion Features
|
|
FMV as
of
December
31, 2018
|
|
|
Agreement
Amendments/
Conversions/
FX effect
|
|
|
Mark to
market
adjustment
Ytd-2018
|
|
|
FMV as
Of
December
31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9% Convertible Note - Other Investor
|
|
$
|
-
|
|
|
$
|
(1,706,484
|
)
|
|
$
|
279,581
|
|
|
$
|
1,426,903
|
|
FMV Conversion Feature Liability
|
|
|
-
|
|
|
|
(1,706,484
|
)
|
|
|
279,581
|
|
|
|
1,426,903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other 9% Convertible Note Warrants
|
|
|
-
|
|
|
|
(204,896
|
)
|
|
|
34,152
|
|
|
|
170,744
|
|
FMV Warrant Liabilities
|
|
|
-
|
|
|
|
(204,896
|
)
|
|
|
34,152
|
|
|
|
170,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
-
|
|
|
$
|
(1,911,380
|
)
|
|
$
|
313,733
|
|
|
$
|
1,597,647
|
|
On June 29, 2018, the Company amended the
Saffelberg Investments N.V. (“Saffelberg”) convertible note dated August 18, 2016 with principal of $723,900 and
amended the August 18, 2016 Warrant. These amendments removed the elements that generated the derivative liabilities and related
expense from the convertible note and warrant.
Note 12.
Obligations under Capital Leases
The Company had a financing arrangement
with one of its vendors to acquire equipment and licenses. This trade arrangement matured in January 2017.
Note 13. Other long-term payable
As of December 31, 2018, the other long-term liabilities amounted to $212,703 compared to $151,163 as of December
31, 2017, respectively.
Note 14. Related Party Loan
As of December 31, 2018, there remains
an outstanding loan to Comsys, a fully owned subsidiary of Artilium BV, from Comsystems (a company owned by Gerard Dorenbos). Prior
to the acquisition by Pareteum, Gerard Dorenbos was a shareholder of Artilium PLC, with approximately 15% of the total shares of
Artilium PLC, and a board member of Artilium PLC.
The loan has a maturity date of December
31, 2021. The total amount outstanding balance as of December 31, 2018 was $341,998 which carries an 8% interest rate and is reflected
as a related party loan in the accompanying consolidated balance sheet. All principal and interest are due on the maturity date.
Note 15. Fair Value Measurements
In case the Company needs to account for
derivative liabilities, the Company uses the Monte Carlo valuation model and the Black-Scholes model to determine the value of
the outstanding warrants and conversion feature, in these situations, the Company hires a third party valuation expert to prepare
such calculations.
The following table summarizes fair value
measurements by level at December 31, 2017 for financial assets and liabilities measured at fair value on a recurring basis:
|
|
December 31, 2017
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion feature
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,426,903
|
|
|
$
|
1,426,903
|
|
Warrant Liabilities
|
|
|
-
|
|
|
|
-
|
|
|
|
170,744
|
|
|
|
170,744
|
|
Total Derivatives Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,597,647
|
|
|
$
|
1,597,647
|
|
The Company has
classified the historical outstanding warrants into level 3 due to the fact that some inputs are not published and not easily comparable
to industry peers.
The Company determines
the “Fair Market Value” using a Monte Carlo or Black-Scholes model by using the following assumptions:
Number of outstanding
warrants
The number of
outstanding exercise rights is adjusted every re-measurement date after deducting the number of exercised rights during the previous
reporting period.
Stock price
at valuation date
The closing stock
price at re-measurement date being the last available closing price of the reporting period taken from www.nasdaq.com.
Exercise Price
The exercise price
is fixed and determined in the warrant agreement.
Remaining Term
The remaining
term is calculated by using the contractual expiration date of the warrant agreement at the moment of re-measurement. The remaining
term for a warrant exercise using the exchange condition is fixed in the warrant agreement at five years.
Expected Volatility
We estimate expected
cumulative volatility giving consideration to the expected life of the note and calculated the annual volatility by using the continuously
compounded return calculated by using the share closing prices of an equal number of days prior to the maturity date of the note
(reference period). The annual volatility is used to determine the (cumulative) volatility of our common stock (= annual volatility
x SQRT (expected life).
Liquidity Event
We estimate the
expected liquidity event giving consideration to the expectation of sale of assets held for sale and the current substantial reorganization.
Risk-Free Interest
Rate
We estimate the
risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the U.S. Treasury Department with a term
equal to the reported rate or derived by using both spread in intermediate term and rates, up to the maturity date of the note.
Expected Dividend
Yield
We estimate the
expected dividend yield by giving consideration to our current dividend policies as well as those anticipated in the future considering
our current plans and projections.
Note 16. Stockholders’ Equity
(A) Common Stock
The Company is presently authorized to
issue 500,000,000 shares of common stock. The Company had 97,852,911 shares of common stock issued and outstanding as of December
31, 2018, an increase of 51,235,818 shares from December 31, 2017, the increase has mainly been caused by the issuance of shares
relating to the acquisition of Artilium (34,311,115), warrant exercises (11,111,780), equity fund raises (2,453,400), non-cash
compensation for board and management (2,279,668), note conversions (410,205), settlement of debt (375,857), consultants (234,553)
and option exercises by staff (59,220).
(B) Preferred Stock
The Company’s Certificate of Incorporation authorizes the issuance of 50,000,000 shares of Preferred
Stock, $0.00001 par value per share. No shares of preferred stock are outstanding as of December 31, 2018 and 2017. Under the Company’s
Certificate of Incorporation, the Board of Directors has the power, without further action by the holders of the common stock,
subject to the rules of the Exchange, to designate the relative rights and preferences of the preferred stock, and issue preferred
stock in such one or more series as designated by the Board of Directors. The designation of rights and preferences could include
preferences as to liquidation, redemption and conversion rights, voting rights, dividends or other preferences, any of which may
be dilutive of the interest of the holders of the common stock or the preferred stock of any other series. The issuance of preferred
stock may have the effect of delaying or preventing a change in control of the Company without further stockholder action and may
adversely affect the rights and powers, including voting rights, of the holders of common stock. In certain circumstances, the
issuance of preferred stock could depress the market price of the common stock.
(C) Warrants
Throughout the years, the Company has issued
warrants with varying terms and conditions related to multiple financing rounds, acquisitions and other transactions. Often these
warrants could be classified as equity instead of a derivative. As of December 31, 2018, -0- warrants have been classified as derivative
warrants with a total fair market value of $0 compared to 96,520 warrants outstanding as per December 31, 2017 (see note 12) with
a total fair market value of $170,744.
The table below summarizes the warrants
outstanding as of December 31, 2018 and as of December 31, 2017:
Warrants:
|
|
Number of Warrants
|
|
Outstanding as of January 1, 2017
|
|
|
2,204,586
|
|
Issued
|
|
|
25,696,801
|
|
Exercised
|
|
|
(7,362,786
|
)
|
Expirations
|
|
|
(2,402,769
|
)
|
Outstanding as of December 31, 2017
|
|
|
18,135,832
|
|
Issued
|
|
|
196,750
|
|
Exercised
|
|
|
(14,463,097
|
)
|
Expirations
|
|
|
(80,003
|
)
|
Outstanding as of December 31, 2018
|
|
|
3,789,482
|
|
Outstanding Warrants
|
|
Exercise/
Conversion
price(s)
(range)
|
|
|
Expiring
|
|
|
December
31, 2018
|
|
|
December
31, 2017
|
|
Equity Warrants – Fundraising
|
|
|
$1.05 - $5.375
|
|
|
|
2019 - 2023
|
|
|
|
3,789,482
|
|
|
|
18,039,312
|
|
Liability Warrants – Fundraising
|
|
$
|
0.8418
|
|
|
|
2019
|
|
|
|
-
|
|
|
|
96,520
|
|
|
|
|
|
|
|
|
|
|
|
|
3,789,482
|
|
|
|
18,135,832
|
|
Warrants - Issued
On May 9, 2018, Pareteum Corporation,
entered into a securities purchase agreement (the “Purchase Agreement”) with select accredited investors relating
to a registered direct offering, issuance and sale (the “Offering”) of an aggregate of 2,440,000 shares (the “Shares”)
of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), at a purchase price of $2.50
per share for total gross proceeds of $6,100,002, with related financing fees totaling $700,817.
Dawson James Securities, Inc. (the “Placement
Agent”) acted as placement agent on a best-efforts basis in connection with the Offering, pursuant to a placement agency
agreement (the “Placement Agreement”) that was entered into on May 9, 2018. We agreed to issue the Placement Agent,
in a private transaction, a warrant to purchase 196,750 shares of Common Stock at an exercise price ($3.125) equal to 125% of the
offering price per share.
On October 10, 2017, Pareteum Corporation
closed on a public offering of common stock for gross proceeds of $1,569,750. The offering was a shelf takedown off of our registration
statement on Form S-3 and was conducted pursuant to a placement agency agreement (the “Agreement”) entered into between
us and Dawson James Securities, Inc., the placement agent on a best-efforts basis with respect to the offering (the “Placement
Agent”), that was entered into on October 5, 2017. The Company sold 1,495,000 shares of common stock in the offering at a
purchase price of $1.05 per share.
Dawson James Securities, Inc. (the “Placement
Agent”) received as compensation for services rendered issued a warrant to purchase 74,750 shares of Common Stock at the
one five-year warrant to purchase such number of Shares equal to 5.0% of the Shares sold in this Offering at an exercise price
of $1.3125 (125% of the price per Share).
Warrants - Exercised
During 2018 several warrant holders decided
to exercise, some of the exercises have been made “cashless” as per the conditions stipulated in the agreement in certain
situations. In total 14,463,097 warrants were exercised, 8,826,567 of them were exercised cashless resulting in no cash collection
by the Company and 5,636,530 warrants were exercised at an average exercise price of $1.0847, resulting in a cash of $6,114,083
during 2018.
Warrants – Expirations
During 2018 80,003 warrants expired, of
which 80,000 were not exercised by the holder as the exercise price was higher than the actual share price on the stock market
another 3 warrants were eliminated due to roundings as a result of the reversed-stock-split
Note 17. Non-controlling
Interest
As of December 31, 2018 and 2017, the Company
had non-controlling interests in its subsidiaries of zero dollars for both periods.
Note 18. Basic and diluted net loss
per share
Net loss per share is calculated in accordance
with ASC 260, Earnings per Share (“ASC 260”). Basic net loss per share is based upon the weighted average number of
common shares outstanding. Dilution is computed by applying the treasury stock method. Under this method, options and warrants
are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby
were used to purchase Common Stock at the average market price during the period. The Company uses the ‘if converted’
method for its senior secured convertible notes. Weighted average number of shares used to compute basic and diluted loss per share
is the same since the effect of dilutive securities is anti-dilutive.
The diluted share base for fiscal 2018
and 2017 excludes incremental shares related to convertible debt, warrants to purchase Common Stock, stock-based compensation shares
waiting to be issued and employee awards and or stock options as follows:
Dilutive Securities
|
|
2018
|
|
|
2017
|
|
Convertible Notes
|
|
|
39,500
|
|
|
|
920,972
|
|
Warrants
|
|
|
3,789,482
|
|
|
|
18,135,832
|
|
Shares “Pending to be issued”
|
|
|
484,185
|
|
|
|
620,056
|
|
Time Conditioned Share Awards
|
|
|
1,480,557
|
|
|
|
1,518,055
|
|
Employee Stock Options
|
|
|
3,663,812
|
|
|
|
3,028,184
|
|
|
|
|
9,457,536
|
|
|
|
24,223,099
|
|
Dilutive securities were excluded due to
their anti-dilutive effect on the loss per share recorded in each of the years presented. Except for shares pending to be issued
due to compensation in lieu of cash and a certain warrant exercise, no additional securities were outstanding that could potentially
dilute basic earnings per share.
Note 19. Employee Benefit Plan
2008 Long-Term Incentive Compensation Plan
In 2008, the Company adopted the 2008 Plan.
The 2008 Plan initially authorized total awards of up to 200,000 shares of Common Stock, in the form of incentive and non-qualified
stock options, stock appreciation rights, performance units, restricted stock awards and performance bonuses. The amount of Common
Stock underlying the awards to be granted remained the same after the 1-for-25 reverse stock-split that was effectuated on June
11, 2008.
On September 14, 2011, the stockholders
approved an increase in the shares available under the 2008 Plan from 200,000 to 920,000 shares of Common Stock.
On December 17, 2013, the Company’s
stockholders approved the amendment and restatement of the 2008 Plan, which increased the number of authorized shares by 920,000
to 1,840,000 shares of Common Stock.
On September 12, 2014, the Company’s
stockholders approved another amendment and restatement of the 2008 Plan, which increased the number of authorized shares by 400,000
to 2,240,000 shares of Common Stock.
During 2018, 42,400 shares were issued
under the 2008 Plan, all of them being non-cash compensation and or bonus granted to staff, management and board members for services
during 2018, no shares were issued under the plan as a result of employee option exercises.
During 2018, the board decided to revoke
the outstanding options of 786,697, the staff involved was compensated with awards from the 2018 plan, another 138,246 options
expired (post-vesting) and 175 options were forfeited (pre-vesting).
The current 2008 Plan is considered dormant
and in principle only exists of historically granted options which are mostly far out of the money as per December 31, 2018 and
will have little chance in being exercised, the outstanding number of options is 203,266 at an average exercise price of $10.74
ranging between $3.705 and $62.50.
Reconciliation of registered and available shares and/or
options as of December 31, 2018:
|
|
Full Year
2018
|
|
|
Total
|
|
|
|
|
|
|
|
|
Registered 2008
|
|
|
-
|
|
|
|
200,000
|
|
Registered 2011
|
|
|
-
|
|
|
|
720,000
|
|
Approved increase 2013
|
|
|
-
|
|
|
|
920,000
|
|
Approved increase 2014
|
|
|
-
|
|
|
|
400,000
|
|
Total Approved under this plan
|
|
|
|
|
|
|
2,240,000
|
|
Shares (issued to):
|
|
|
|
|
|
|
|
|
Consultants
|
|
|
-
|
|
|
|
326,140
|
|
Directors, Officers and staff
|
|
|
42,400
|
|
|
|
693,400
|
|
Options exercised
|
|
|
-
|
|
|
|
95,284
|
|
Options (movements):
|
|
|
|
|
|
|
|
|
Revoked/Expired and Outstanding
|
|
|
(925,118
|
)
|
|
|
(203,266
|
)
|
Available for grant at December 31, 2018:
|
|
|
|
|
|
|
921,910
|
|
Common Stock options related to the
2008 Long-Term Incentive Compensation Plan consisted of the following as of the years ended December 31, 2018 and 2017:
Options:
|
|
Number of
Options
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Initial Fair
Market Value
(Outstanding
Options)
|
|
Outstanding as of December 31, 2016
|
|
|
1,040,211
|
|
|
$
|
13.35
|
|
|
$
|
8,836,640
|
|
Granted in 2017
|
|
|
213,700
|
|
|
|
2.10
|
|
|
|
293,720
|
|
Forfeitures (Pre-vesting)
|
|
|
15,024
|
|
|
|
3.72
|
|
|
|
(55,232
|
)
|
Expirations (Post-vesting)
|
|
|
(140,551
|
)
|
|
|
27.65
|
|
|
|
(2,220,933
|
)
|
Outstanding as of December 31, 2017
|
|
|
1,128,384
|
|
|
|
9.40
|
|
|
|
6,854,195
|
|
Revoked (cancelled) in 2018
|
|
|
(786,697
|
)
|
|
|
6.33
|
|
|
|
(3,494,552
|
)
|
Forfeitures (Pre-vesting)
|
|
|
(175
|
)
|
|
|
3.07
|
|
|
|
(353
|
)
|
Expirations (Post-vesting)
|
|
|
(138,246
|
)
|
|
|
25.60
|
|
|
|
(1,996,852
|
)
|
Outstanding as of December 31, 2018
|
|
|
203,266
|
|
|
$
|
10.74
|
|
|
$
|
1,362,438
|
|
At December 31, 2018, the unrecognized
expense portion of share-based awards granted to employees under the 2008 Plan was $0.
2017 Long-Term Incentive Compensation
Plan
On April 13, 2018, the Company filed an
S-8 to register the remaining 3,000,000 shares of common stock of the 2017 Long Term Incentive Compensation Plan which was previously
ratified by our stockholders on September 12, 2017 at our annual meeting. This incentive plan provides for awards of up to 6,500,000
shares of common stock, in the form of options, restricted stock awards, stock appreciation rights (“SAR’s”),
performance units and performance bonuses to eligible employees and the grant of nonqualified stock options, restricted stock awards,
SAR’s and performance units to consultants and eligible directors.
During 2018, 1,141,172 shares of common
stock were issued to directors, officers and staff, 387,130 shares of common stock were issued to consultants for services provided
and 59,220 were issued to staff for exercising options, furthermore 494,452 shares of common stock are currently reserved for time
conditioned share awards for management (227,784) and board members (266,668) and 3,460,546 options were granted and are reserved
for management, board members and staff.
Reconciliation of registered and available shares and/or options as of December 31, 2018:
|
|
Total
|
|
|
|
|
|
Approved by the Shareholders
|
|
|
6,500,000
|
|
|
|
|
|
|
Registered 2017 (S-8 dated June 14, 2017)
|
|
|
3,500,000
|
|
Registered 2018 (S-8 dated April 13, 2018)
|
|
|
3,000,000
|
|
|
|
Movement
|
|
|
|
|
Shares (issued to):
|
|
2018
|
|
|
|
|
Consultants
|
|
|
387,130
|
|
|
|
507,281
|
|
Directors, Officers and staff
|
|
|
1,141,172
|
|
|
|
2,573,116
|
|
Options exercised
|
|
|
59,220
|
|
|
|
59,220
|
|
Total Shares issued in 2018:
|
|
|
|
|
|
|
3,139,617
|
|
|
|
|
|
|
|
|
|
|
Available for issuance at December 31, 2018 (under the S-8 registration statements)
|
|
|
|
|
|
|
3,360,383
|
|
|
|
|
|
|
|
|
|
|
Outstanding rights (movements):
|
|
|
|
|
|
|
|
|
Options
|
|
|
1,560,746
|
|
|
|
3,460,546
|
|
Time Conditioned Share Awards
|
|
|
(1,023,604
|
)
|
|
|
494,452
|
|
Available for grant at December 31, 2018: (approved by shareholders)
|
|
|
|
|
|
|
(594,615
|
)
|
The Company plans on filing an additional
S-8 registration statement for issuances that have been approved by shareholders, but still require registration.
Common Stock options related to the
2017 Long-Term Incentive Compensation Plan consisted of the following as of the years ended December 31, 2018:
Options:
|
|
|
Number of Options
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Initial Fair Market
Value
(Outstanding
Options)
|
|
Outstanding as of December 31, 2016
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Granted in 2017
|
|
|
1,971,800
|
|
|
|
1.00
|
|
|
|
1,092,507
|
|
Forfeitures (Pre-vesting)
|
|
|
(72,000
|
)
|
|
|
1.00
|
|
|
|
(39,681
|
)
|
Outstanding as of December 31, 2017
|
|
|
1,899,800
|
|
|
|
1.00
|
|
|
|
1,052,826
|
|
Granted in 2018
|
|
|
1,999,685
|
|
|
|
2.51
|
|
|
|
3,356,202
|
|
Exercised (with delivery of shares)
|
|
|
(59,220
|
)
|
|
|
1.00
|
|
|
|
(59,220
|
)
|
Forfeitures (Pre-vesting)
|
|
|
(374,663
|
)
|
|
|
1.59
|
|
|
|
(792,724
|
)
|
Expirations (Post-vesting)
|
|
|
(5,056
|
)
|
|
|
1.00
|
|
|
|
(5,056
|
)
|
Outstanding as of December 31, 2018
|
|
|
3,460,546
|
|
|
$
|
1.81
|
|
|
$
|
3,552,028
|
|
The options awarded in 2018 had a weighted
average exercise price of $2.51. The initial fair market value at grant date of these options had an aggregate value of $3,356,202.
Following is a summary of the status
and assumptions used of options outstanding as of the years ended December 31, 2018, and 2017:
|
|
Twelve months period ending
|
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
Option Grants
|
|
|
|
|
|
|
During the year
|
|
|
1,999,685
|
|
|
|
1,971,800
|
|
Weighted Average Annual Volatility
|
|
|
130
|
%
|
|
|
93
|
%
|
Weighted Average Cumulative Volatility
|
|
|
216
|
%
|
|
|
156
|
%
|
Weighted Average Contractual Life of grants (Years)
|
|
|
4.07
|
|
|
|
3.99
|
|
Weighted Average Expected Life of grants (Years)
|
|
|
2.79
|
|
|
|
2.84
|
|
Weighted Average Risk Free Interest Rate
|
|
|
2.6928
|
%
|
|
|
1.4906
|
%
|
Dividend yield
|
|
|
0.0000
|
%
|
|
|
0.0000
|
%
|
Weighted Average Fair Value at Grant-date
|
|
$
|
1.678
|
|
|
$
|
0.553
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
|
|
|
|
|
|
Total Options Outstanding
|
|
|
3,460,546
|
|
|
|
1,899,800
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
|
2.98
|
|
|
|
3.51
|
|
Weighted Average Remaining Expected Life (Years)
|
|
|
1.84
|
|
|
|
2.35
|
|
Weighted Average Exercise Price
|
|
$
|
1.81
|
|
|
$
|
1.00
|
|
Aggregate Intrinsic Value (all options)
|
|
$
|
(401,021
|
)
|
|
$
|
2,032,786
|
|
Aggregate Intrinsic Value (only in-the-money options)
|
|
$
|
1,723,086
|
|
|
$
|
2,032,786
|
|
|
|
|
|
|
|
|
|
|
Options Exercisable
|
|
|
|
|
|
|
|
|
Total Options Exercisable
|
|
|
841,053
|
|
|
|
-
|
|
Weighted Average Exercise Price
|
|
$
|
1.00
|
|
|
$
|
-
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
|
2.24
|
|
|
|
-
|
|
Aggregate Intrinsic Value (all options)
|
|
$
|
580,327
|
|
|
$
|
-
|
|
Aggregate Intrinsic Value (only in-the-money options)
|
|
$
|
580,327
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Unvested Options
|
|
|
|
|
|
|
|
|
Total Unvested Options
|
|
|
2,619,493
|
|
|
|
1,899,800
|
|
Weighted Average Exercise Price
|
|
$
|
2.06
|
|
|
$
|
1.00
|
|
Forfeiture rate used for this period ending
|
|
|
11.247
|
%
|
|
|
3.651
|
%
|
|
|
|
|
|
|
|
|
|
Options expected to vest
|
|
|
|
|
|
|
|
|
Number of options expected to vest corrected by forfeiture
|
|
|
2,324,885
|
|
|
|
1,830,429
|
|
Unrecognized stock-based compensation expense
|
|
$
|
2,448,790
|
|
|
$
|
866,889
|
|
Weighting Average remaining contract life (Years)
|
|
|
2.86
|
|
|
|
3.38
|
|
|
|
|
|
|
|
|
|
|
Exercises
|
|
|
|
|
|
|
|
|
Total shares delivered/issued
|
|
|
59,220
|
|
|
|
-
|
|
Weighted Average Exercise Price
|
|
$
|
1.00
|
|
|
$
|
-
|
|
Intrinsic Value of Options Exercised
|
|
$
|
101,084
|
|
|
$
|
-
|
|
At December 31, 2018, the unrecognized
expense portion of the share based option awards granted to management, directors and employees under the 2017 Plan was approximately
$2,448,790 adjusted for cancellations, forfeitures and returns during the preceding period.
2018 Long-Term Incentive Compensation
Plan
On October 10, 2018, the Company filed
an S-8 to register the remaining 8,000,000 shares of common stock of the 2018 Long Term Incentive Compensation Plan which was previously
ratified by our stockholders on September 12, 2017 at our annual meeting. This incentive plan provides for awards of up to 8,000,000
shares of common stock, in the form of options, restricted stock awards, stock appreciation rights (“SAR’s”),
performance units and performance bonuses to eligible employees and the grant of nonqualified stock options, restricted stock awards,
SAR’s and performance units to consultants and eligible directors.
During 2018, 1,000,000 shares of common
stock were issued to a certain officer under the 2018 Plan. This is included in the accompanying consolidated statement of changes in stockholders’ equity
(deficit) under stock awards issued to management.
Reconciliation of registered and available shares and/or options as of December 31, 2018:
|
|
Total
|
|
|
|
|
|
Approved by the Shareholders
|
|
|
8,000,000
|
|
|
|
|
|
|
Registered 2018 (S-8 dated October 10, 2018)
|
|
|
8,000,000
|
|
|
|
Movement
|
|
|
|
|
Shares (issued to):
|
|
2018
|
|
|
|
|
Consultants
|
|
|
-
|
|
|
|
-
|
|
Directors, Officers and staff
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
Options exercised
|
|
|
-
|
|
|
|
-
|
|
Total Shares issued:
|
|
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
Available for issuance at December 31, 2018 (under the S-8 registration statement)
|
|
|
|
|
|
|
7,000,000
|
|
|
|
|
|
|
|
|
|
|
Outstanding rights (movements):
|
|
|
|
|
|
|
|
|
Options
|
|
|
-
|
|
|
|
-
|
|
Time Conditioned Share Awards
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
Available for grant at December 31, 2018:
|
|
|
|
|
|
|
6,000,000
|
|
The outstanding Time Conditioned Share
Awards will be expensed at the fair market value on the date of delivery to the respective beneficiaries. The current award will
vest pro-rata during the 12 months of 2019.
Share-Based Compensation Expense
The Company recorded for the year ended
December 31, 2018, $6,582,286 of share-based compensation, of which $89,200 relate to the 2008 Plan, $3,909,539 to the 2017 Plan,
$1,980,000 relate to the 2018 Plan and $603,547 relates to the expensing of shares issued as restricted securities as defined in
Rule 144 of the Securities Act and not issued under the 2008 Plan or 2017 Plan. For the comparable period in 2017 the expensing
was in total $1,845,520 for shares issued under the 2008 Plan, $2,006,173 to the 2017 Plan and $437,340 for expensing of the issuance
of restricted shares under the Rule 144 of the Securities Act. In case of grant of options, the Company utilized the Black-Scholes
valuation model for estimating the fair value of the stock-options at grant and subsequent expensing until the moment of vesting.
Share-based Compensation Expense
Stock-Based Compensation Expense
|
|
Twelve
months ended
December 31,
2018
|
|
|
Twelve
months ended
December 31,
2017
|
|
Consultancy services
|
|
$
|
422,307
|
|
|
$
|
674,553
|
|
Directors and Officers (shares and options)
|
|
|
5,360,160
|
|
|
|
3,070,520
|
|
Employees (shares and options)
|
|
|
799,819
|
|
|
|
543,960
|
|
Total
|
|
$
|
6,582,286
|
|
|
$
|
4,289,033
|
|
Note 20. Income taxes
For financial statement purposes, loss before the income tax
(benefit) provision is generated by the following;
|
|
2018
|
|
|
2017
|
|
Domestic
|
|
$
|
(25,371,790
|
)
|
|
$
|
(11,993,500
|
)
|
Foreign
|
|
|
12,253,300
|
|
|
|
(362,274
|
)
|
Total loss before income tax provision
|
|
$
|
(13,118,490
|
)
|
|
$
|
(12,355,774
|
)
|
The Company files income tax returns in
the U.S. federal jurisdiction and various state and foreign jurisdictions. The applicable statutory tax rates vary from none (zero)
to 34%. However, because the Company and its subsidiaries have incurred annual corporate income tax losses since their inception,
management has determined that it is more likely than not that the Company will not realize the benefits of its US and foreign
net deferred tax assets. Therefore in all jurisdictions where the Company has a net deferred tax asset, the Company has recorded
a full valuation allowance to reduce the net carrying amount of the deferred tax assets to zero. The Company’s 2018 income
tax benefit of $0.1 million relates to $0.2 million of benefit associated with the net losses in certain foreign jurisdictions
offset by current taxes of $0.1 in other foreign jurisdictions with taxable income.
The Tax Cuts and Jobs Act, or the Act,
was enacted on December 22, 2017, which reduced the U.S. federal corporate tax rate from 35% to 21%, among other changes. Effective
in 2018, the Company is subject to global intangible low tax income ("GILTI") which is a tax on foreign income in excess
of a deemed return on tangible assets of foreign corporations. Due to the complexity of the GILTI tax rules, companies are allowed
to make an accounting policy choice of either (1) treating taxes due on future US inclusions in taxable income related to GILTI
as a current-period expense incurred or (2) factoring such amounts into a company's measurement of deferred taxes. The Company
is electing to treat taxes due on future US inclusions in taxable income related to GILTI as a current-period expense when incurred
and, therefore, there is no impact to the deferred tax rate in 2018.
Income tax (benefit) expense for each year is summarized as follows:
|
|
December 31,
2018
|
|
|
December 31,
2017
|
|
Current:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
-
|
|
|
$
|
-
|
|
State
|
|
|
-
|
|
|
|
-
|
|
Foreign
|
|
|
81,378
|
|
|
|
107,205
|
|
|
|
|
81,378
|
|
|
|
107,205
|
|
Deferred:
|
|
|
|
|
|
|
|
|
Federal
|
|
|
-
|
|
|
|
-
|
|
State
|
|
|
-
|
|
|
|
-
|
|
Foreign
|
|
|
(225,218
|
)
|
|
|
-
|
|
|
|
|
(225,218
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (benefit) expense
|
|
$
|
(143,840
|
)
|
|
$
|
107,205
|
|
The following is a reconciliation of the
provision for income taxes at the US federal statutory rate (21%) and (34%) to the foreign income tax rate for the years ended:
|
|
December 31,
2018
|
|
|
December 31,
2017
|
|
Tax expense at statutory rate federal
|
|
|
21
|
%
|
|
|
34
|
%
|
Foreign income tax rate difference
|
|
|
-
|
|
|
|
(3
|
)%
|
GILTI
|
|
|
(9
|
)%
|
|
|
-
|
|
Change in valuation allowance
|
|
|
(11
|
)%
|
|
|
(32
|
)%
|
Income tax (benefit)/ expense
|
|
|
1
|
%
|
|
|
(1
|
)%
|
The tax effects of temporary differences
that gave rise to significant portions of deferred tax assets and liabilities at December 31, are as follows:
|
|
2018
|
|
|
2017
|
|
Deferred tax attributable to:
|
|
|
|
|
|
|
|
|
Net operating losses
|
|
$
|
34,196,356
|
|
|
$
|
35,524,856
|
|
|
|
|
|
|
|
|
|
|
Less: valuation allowance
|
|
|
(31,432,246
|
)
|
|
|
(35,524,856
|
)
|
Total deferred tax assets
|
|
|
2,717,110
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities attributable to:
|
|
|
|
|
|
|
|
|
Intangibles assets
|
|
|
(10,009,309
|
)
|
|
|
-
|
|
Deferred revenue
|
|
|
(1,123,626
|
)
|
|
|
-
|
|
Total deferred tax liabilities
|
|
|
(11,132,935
|
)
|
|
|
-
|
|
Net deferred tax liabilities
|
|
$
|
(8,415,825
|
)
|
|
$
|
-
|
|
As of October 1, 2018 the company acquired
Artilium PLC, as a result of the purchase price allocation the company recorded a net deferred tax liability of $8.6 million for
basis difference on acquired intangible assets and tax attributes from the business combination.
As of December 31, 2018, and 2017, the
Company had net operating losses carryforwards of approximately $145 million and $109 million, respectively. Any net
deferred tax assets in a jurisdiction have been offset by a full valuation allowance in both 2018 and 2017 due to the uncertainty
of realizing any tax benefit for such losses. Releases of the valuation allowances in the future, if any, will be recognized through
earnings.
As of December 31, 2018, and 2017, the
Company’s US based subsidiaries had net federal and state operating loss carryforwards of approximately $72 million and
$57 million, respectively. Federal and state net operating loss carry forwards in the US started to expire in 2018. At December
31, 2018, the net operating loss carryforwards for foreign countries amounts to approximately $73 million. Losses in material
foreign jurisdictions will expire in 2018 and forward.
Section 382 of the Internal Revenue Code
limits the use of net operating loss and tax credit carry forwards in certain situations where changes occur in the stock ownership
of a company. In the event the Company has a change in ownership, utilization of the carry forward could be limited.
In the ordinary course of business, the
Company is subject to tax examinations in the jurisdictions in which it files tax returns. The Company’s statute of limitations
for assessment is three years for federal and three to four years for state purposes. The federal net operating loss carry forwards
remain open for adjustment until the net operating losses are fully utilized. The Company's statute of limitations is four to
six years in the major foreign jurisdictions in which the Company files.
The Company files income tax returns in
the US federal jurisdiction and various state and foreign jurisdictions. As of December 31, 2018, and 2017, the Company accrued
a liability of $0 and $246,370, respectively, for an uncertain tax position, including interest and penalties.
Note 21. Commitments
and Contingencies
Ellenoff Grossman & Schole LLP, claimed legal fees.
On May 5, 2017, the Company’s former legal counsel, Ellenoff Grossman & Schole LLP, commenced litigation
proceedings in New York alleging breach of contract and claiming $817,822 in unpaid legal fees for January 2015 through November
2016. On June 29, 2017, the parties entered into a settlement agreement for the full $817,822 with agreed-upon monthly installment
payments through August 31, 2019. As of December 31, 2018, this transaction is reflected in the financial statements.
The Company is involved in various claims
and lawsuits incidental to our business. In the opinion of management, the ultimate resolution of such claims and lawsuits
will not have a material effect on our financial position, liquidity, or results of operations.
telSPACE -vs- Elephant Talk et al.
Claimant commenced arbitration on or about
September 7, 2016 by the filing of a statement of claim. Claimant asserted claims arising out of Software Licensing Agreements
(“Licensing Agreements”) entered into by Claimant and mCash Holdings LLC (together, “Licensors”), on the
one hand, and Telnicity, on the other, which Telnicity subsequently assigned to the Company. Pursuant to the Licensing Agreements,
the Company obtained the license to use certain intellectual property in exchange for monthly payments to the Licensors. Claimant
alleged that the Company failed to make monthly payments from on or about November 2015, causing the Licensors to terminate the
Licensing Agreements, and continued using Licensors’ intellectual property after such termination. Based on these allegations,
Claimant asserted claims for breach of contract, misappropriation of trade secret, and copyright infringement. Claimant seeks unspecified
damages, specific performance, prejudgment interest, attorneys’ fees, and costs.
On October 31, 2016, the Company filed
a statement of answer denying Claimant’s claims. On January 5, 2017, the arbitration panel scheduled the hearing for April
13, 2017. The Parties have conducted limited discovery, which concluded on February 28, 2017. On March 10, 2017, Claimant requested
leave to move for a default judgment against the Company for failing to advance the AAA administrative fees, and for sanctions
based on alleged spoliation of evidence. On March 15, 2017, the Arbitration Chair denied Claimant’s request for leave to
move for default and granted Claimant’s request for leave to move for sanctions.
After a two-day arbitration hearing in Seattle,
WA, the Arbitration tribunal, on or about June 9, 2017, issued an award for the benefit of Claimant in the amount of $510,916,
inclusive of AAA tribunal and administrative fees (the “Award”). On or about July 25, 2017, the parties entered into
a forbearance agreement, pursuant to which Claimant agreed to forbear from commencing any confirmation or enforcement proceedings
and from taking any collection efforts or discovery related to the Award in exchange for the Company’s agreement to pay the
Award in agreed-upon installment payments.
All remaining payment obligations to telSPACE were settled by the Company in the year ended December 31, 2018
and is reflected in the financial statements. These expenses are included in the consolidated statement of comprehensive loss under restructuring
and acquisition costs, as it is a restructuring event.
Severance and Change of Control
Robert H. Turner -
The employment
agreement with Mr. Turner is for an indefinite term. Under the terms of the employment agreement, Mr. Turner is entitled to severance
if Mr. Turner’s employment with the Company is terminated by the Company without “cause” or by Mr. Turner for
“good reason” (as such terms are defined in the Employment Agreement) the Company will pay Mr. Turner, 12 months’
salary at the rate of his salary as of such termination, together with payment of the average earned bonuses (regular and extraordinary)
since November 1, 2015.
Victor Bozzo
– The employment
agreement with Mr. Bozzo is for an indefinite term. Under the terms of the employment agreement, Mr. Bozzo is entitled to a severance
if he is terminated by the Company without “cause” or by Mr. Bozzo for “good reason” the Company will
pay Mr. Bozzo 12 months’ salary at the rate of his salary as of such termination.
Edward O’Donnell
–
The employment agreement with Mr. O’Donnell is for an indefinite term. Under the terms of the employment agreement, Mr.
O’Donnell is entitled to a severance if he is terminated by the Company, then, subject to a mutual release, the Company
will pay Mr. O’Donnell’s base salary for an additional 270 days after termination in accordance with customary payroll
practices.
Note 22. Geographic Information
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
Europe
|
|
|
Other foreign
countries
|
|
|
Total
|
|
Revenues from unaffiliated customers
|
|
$
|
24,600,456
|
|
|
$
|
7,835,280
|
|
|
$
|
32,435,736
|
|
Identifiable assets
|
|
$
|
154,236,839
|
|
|
$
|
6,804,327
|
|
|
$
|
161,041,166
|
|
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
Europe
|
|
|
Other foreign
countries
|
|
|
Total
|
|
Revenues from unaffiliated customers
|
|
$
|
12,428,942
|
|
|
$
|
1,118,565
|
|
|
$
|
13,547,507
|
|
Identifiable assets
|
|
$
|
7,214,217
|
|
|
$
|
18,111,816
|
|
|
$
|
25,326,033
|
|
Note 23. Concentrations
Financial instruments that potentially
subject us to concentrations of credit risk consist of accounts receivable and unbilled receivables. Those customers that comprised
10% or more of our revenue, accounts receivable and unbilled receivables are summarized as follows:
For the year ended December 31, 2018,
the Company had one customer that accounted for 40% of total revenue. For the year ended December 31, 2017, the Company had two
customers that accounted for 96.9% of total revenue.
As of December 31, 2018, the Company had
two customers that accounted for 47.3% and 47.2% respectively of accounts receivable and unbilled revenue. As of December 31, 2017,
the Company had two customers that accounted for 49.7% and 23.9% of accounts receivable and unbilled revenue.
Note 24. Business Combinations
Acquisition of
Artilium plc.
Artilium plc ("Artilium") is an innovative software development company active in the enterprise
communications and core telecommunication markets delivering software solutions which layer over disparate fixed, mobile and IP
networks to enable the deployment of converged communication services and applications.
On 7 June 2018, the Artilium Board and
the Pareteum Board announced that they had reached agreement regarding the terms of a recommended share and cash offer by Pareteum
to acquire the issued and to be issued ordinary share capital of Artilium not already owned by Pareteum. Under the terms of the
acquisition, which have been further detailed today in an announcement issued under Rule 2.7 of the UK Takeover Code, each Artilium
shareholder will be entitled to receive 0.1016 Pareteum shares and 1.9 pence in cash per Artilium share upon completion of the
transaction. The acquisition values each Artilium share at 19.55 pence and the entire issued and to be issued ordinary share capital
of Artilium at approximately $104.7 million (or £78.0 million), based on Pareteum’s closing share price
of $2.33 on June 6, 2018 and the exchange rate of US$1.3413: £1.
On September 13, 2018, shareholders of
Pareteum approved proposed acquisition of the entire issued and to be issued ordinary shares of Artilium.
On October 1, 2018, The Pareteum completed
the acquisition of all of the outstanding shares of Artilium. In connection with the acquisition the Company issued an aggregate
of 37,511,606 common shares of the Company’s stock. The Company issued 4,107,714 common shares to certain Artilium officers
also previously had issued 3,200,332 shares to Artilium, that was cancelled at the time of the acquisition. The Company also paid
6,248,184 pounds or $8,142,009 in cash.
The allocation of the purchase price was as follows (in thousands):
Purchase consideration:
|
|
|
|
Cash consideration
|
|
$
|
8,142
|
|
Seller notes
|
|
|
112,535
|
|
Purchase price allocation
|
|
|
120,677
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price allocation:
|
|
|
|
|
Assets:
|
|
|
|
|
Current and long term assets
|
|
|
4,726
|
|
Intangible assets
|
|
|
40,800
|
|
Total assets
|
|
|
45,526
|
|
Liabilities:
|
|
|
|
|
Current and long-term liabilities
|
|
|
7,982
|
|
Deferred tax liabilities
|
|
|
8,641
|
|
Total liabilities
|
|
|
16,623
|
|
Estimated fair value of net assets acquired
|
|
|
28,903
|
|
Goodwill
|
|
$
|
91,774
|
|
The year ended December 31, 2018 consolidated
financial statements included Artilium and its subsidiaries from the closing date of October 1, 2018 acquisition date through
December 31, 2018.
The allocation of the purchase price for Artilium’s
intangible assets were as follows (in thousands):
|
|
Estimated
Fair
Value
|
|
|
Useful
Life
(Years)
|
|
Technology
|
|
$
|
20,600
|
|
|
|
6
|
|
Customer relationships
|
|
|
16,800
|
|
|
|
18
|
|
Tradename
|
|
|
3,400
|
|
|
|
5
|
|
Intangible assets
|
|
$
|
40,800
|
|
|
|
|
|
Note 25. Related Party Transactions
During 2018 and 2017, the Company retained
Robert Turner of InTown Legal Services, who is the son of Robert H. Turner, Executive Chairman of the Board. InTown Legal Services
has a $5,000 per month minimum retainer with the Company and was paid $155,112 in 2018 and $66,114 in 2017. The agreement between
the Company and InTown Legal Services is an at will agreement.
As of December 31, 2018, there remains a still
outstanding loan to Comsys, a fully owned subsidiary of Artilium BV, from Comsystems (a company owned by Gerard Dorenbos). Prior
to the acquisition by Pareteum, Gerard Dorenbos was a shareholder of Artilium PLC, with approximately 15% of the total shares of
Artilium PLC, and a board member of Artilium PLC.
The loan has a maturity date of December
31, 2021. The total amount outstanding balance as of December 31, 2018 was $341,998 which carries an 8% interest rate and is reflected
as a related party loan in the accompanying consolidated balance sheet. All principal and interest are due on the maturity date.
Note 26. Subsequent Events
iPass Acquisition
On February 12, 2019, Pareteum Corporation
entered into the Consent with iPass SPV, and Fortress. Also, on February 12, 2019 the Company entered into the Joinder to Security
Agreement, the Joinder to Guarantee and the Pledge Agreement, each for the benefit of or with Fortress, guaranteeing the Loan
and granting a first-priority security interest in all of the assets of the Company to Fortress.
Pursuant to the Consent, Fortress consented
to the consummation of the Merger Agreement by and among the Company, iPass and Purchaser, a wholly owned subsidiary of the Company.
The Company paid Fortress a cash fee of $150,000 and issued to Fortress warrants to purchase an aggregate of 325,000 shares of
common stock.
The Fortress loan to iPass bears an annual interest at a
stated rate of 11.0% plus the greater of the following i) Federal Funds Rate plus 0.5%, ii) the Prime Rate, iii) the sum of the
LIBOR in effect plus 1.0%, or iv) 2.0%. During the first 18 months following the closing date, payments under the Loan are interest-only,
with iPass able to elect that up to 5.5% of the accrued interest to be paid in-kind by capitalizing and adding such interest to
the unpaid principal amount. The Loan provides that beginning in November 2019, iPass shall make thirty monthly principal payments,
plus any accrued and unpaid interest, and upon completion will fully payoff the Loan under the terms of the Agreement. At the
end of the term or upon earlier prepayment by iPass, iPass will pay a fee equal to 5.0% of the principal of the term loan. After the closing of the iPass acquisition on February 12, 2019 and upon securing the $25,000,000 loan from
Post Road Group on February 26, 2019, the Company paid the $11,000,000 outstanding remaining balance on the Fortress loan to iPass.
The foregoing summary does not purport
to be complete, and is qualified in its entirety by the Consent, the Joinder to Security Agreement, the Joinder to Guarantee and
the Pledge Agreement, each of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to the Current Report on Form
8-K filed with the Securities and Exchange Commission as of February 13, 2019, and incorporated herein by reference and by the
Loan and Security Agreement by and among iPass, SPV and Fortress filed (with certain portions subject to confidential treatment)
with iPass’s Quarterly Report on Form 10-Q for the period ended June 30, 2018.
On November 12, 2018, the Company entered
into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Purchaser, and iPass. Pursuant
to the Merger Agreement, Purchaser commenced the Offer for the “iPass Shares for the “Transaction Consideration, upon
the terms and subject to the conditions set forth in the Prospectus/Offer to Exchange dated December 4, 2018 (together with any
amendments and supplements thereto, the “Offer to Exchange”), and the related Letter of Transmittal. The Offer and
withdrawal rights expired at 5:00 p.m. New York City time on February 12, 2019, and promptly following such time Purchaser accepted
for payment and promptly paid for all validly tendered iPass Shares in accordance with the terms of the Offer.
On February 12, 2019, following acceptance
and payment for the validly tendered iPass Shares and pursuant to the terms and conditions of the Merger Agreement, the Company
completed its acquisition of iPass from the stockholders of iPass when Purchaser merged with and into iPass, with iPass surviving
as a wholly owned subsidiary of the Company (the “Merger”). The Merger was governed by Section 251(h) of the Delaware
General Corporation Law, as amended (the “DGCL”) with no stockholder vote required to consummate the Merger. At the
effective time of the Merger, each iPass Share outstanding was converted into the right to receive the Transaction Consideration.
The iPass Shares will no longer be listed on the Nasdaq Capital Market.
The aggregate consideration paid to stockholders
of iPass by the Company to acquire iPass was 9.865 million shares of the Company’s common stock.
Post Road Group Debt Facility
On February 26, 2019, Pareteum Corporation
and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with Post Road Administrative
Finance, LLC and its affiliate Post Road Special Opportunity Fund I LLP (collectively, “Post Road”). Pursuant to the
Credit Agreement, Post Road will provide the Company with a secured loan of up to $50,000,000 (the “Loan”), with an
initial loan of $25,000,000 funded on February 26, 2019, and additional loans in increments of $5,000,000 as requested by the
Company before the 18 month anniversary of the initial funding date. No additional loan shall be funded until the later of delivery
of certain third party consents (the “Consents”), the filing of Pareteum’s Quarterly Report on Form 10-Q for
the first quarter of 2019, or June 1, 2019. All amounts owed under the Credit Agreement shall be due on February 26, 2022.
The unpaid principal amount of the Loan
shall bear interest from the relevant funding dates at a rate per year of 8.5% plus Libor in effect from time to time, provided
however, that upon an event of default or if certain of the Consents are not delivered prior to May 1, 2019 or June 1, 2019, as
applicable, the unpaid principal amount of the Loan shall bear interest from the relevant funding dates at a rate per year of 11.5%
plus Libor in effect from time to time until the Consents are delivered. The interest shall be due and payable monthly in cash
in arrears, provided, however, that the Company may elect to pay any or all of the interest in the form of PIK interest due and
payable at maturity at a maximum percentage per year equal to (a) through and including the first anniversary of the initial funding
date, 3%, (b) after the first anniversary of the initial funding date through and including the second anniversary of the initial
funding date, 2%, and (c) after the second anniversary of the initial funding date, 1%.
Permitted use of proceeds for the initial
$25,000,000 of the Loan include approximately $11,000,000 for payment in full of outstanding secured debt owed to Fortress Credit
Corp. (together with its affiliates, “Fortress”) incurred in connection with the Company’s previously disclosed
acquisition of iPass Inc. (“iPass”) on February 12, 2019, as well as remaining amounts for permitted acquisitions
and investments, for general working capital purposes and to pay approximately $885,000 in transaction fees related to the Loan.
Proceeds from additional Loans, if any, are to be used for permitted acquisitions and to fund growth capital expenditures and
other growth initiatives.
The Loan is subject to prepayment upon
the receipt of proceeds outside the ordinary course of business in excess of $1,000,000 and the Company must pay a commitment
fee of 1% per year for an unfunded commitment. The initial $25,000,000 loan is reduced by an original issue discount of (i) 0.75%
of $25,000,000 and (ii) 1.25% of $50,000,000, and any additional loans will be reduced by an original issue discount of 0.75%
of the funded amounts.
The Company’s obligations under
the Credit Agreement are secured by a first-priority security interest in all of the assets of the Company, and guaranteed by
certain subsidiaries of the Company. The Credit Agreement contains customary representations, warranties and indemnification provisions.
The Credit Agreement also contains affirmative and negative covenants with respect to operation of the business and properties
of the Company as well as financial performance, including requirements to maintain a minimum of $2,000,000 of unrestricted cash,
certain maximum total leverage ratios, a debt to asset ratio, maximum churn rate and minimum adjusted EBITDA. The Credit Agreement
further provides customary events of default and cure periods for certain specified events of default, and in the event of uncured
default, the acceleration of the maturity date, an increase in the applicable interest rate with respect to amounts outstanding
under the Loan and payment of additional fees.
The foregoing summary is qualified in
its entirety by the Credit Agreement filed (with certain portions subject to confidential treatment) with this “2018 Annual
Report”, together with the Security Agreement, Trademark Security Agreement, the Patent Security Agreement, Copyright Security
Agreement and other agreements that will be filed with the 2018 Annual Report.
On February 26, 2019, concurrently with
entering into the Credit Agreement, the existing loan and security agreement by and among iPass, iPass IP LLC and Fortress (the
“Existing iPass Loan”) terminated. Credit facilities under the Existing iPass Loan included a term loan A facility
and a term loan B facility maturing on February 27, 2019. The foregoing summary of the Existing iPass Loan does not purport to
be complete and is subject to, and qualified in its entirety by, the full text of the Existing iPass Loan filed (with certain
portions subject to confidential treatment) with iPass’s Quarterly Report on Form 10-Q for the period ended June 30, 2018
and the full text of the Consent and Amendment No. 1 to Credit Agreement dated February 12, 2019 filed with the Company’s
Current Report on Form 8-K filed on February 13, 2019.
On February 26, 2019, pursuant to the
terms of the Credit Agreement, the Company issued to Post Road 425,000 shares of common stock and will issue an additional 200,000
shares of common stock upon the next subsequent funding, if any, under the Loan.