SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Our significant accounting policies are presented in "Note 3 - Significant Accounting Policies" in the fiscal year 2019 Annual Report on Form 10-K. Users of financial information for interim periods are encouraged to refer to the footnotes to the consolidated financial statements contained in the Annual Report on Form 10-K when reviewing interim financial results. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates and judgments, including those related to share-based compensation, capitalization of software development costs, and income taxes. Actual results may differ from these estimates. Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We determine revenue recognition through the following five steps: · Identify the contract with the customer; · Identify the performance obligations in the contract; · Determine the transaction price; · Allocate the transaction price to the performance obligations in the contract; and · Recognize revenue when, or as, the performance obligations are satisfied. We generate substantially all our revenue from Software as a Service (“SaaS”), which are comprised of subscription fees from customer accounts on the Managed Platform. SaaS (also referred to as “subscription”) revenue is recognized on a ratable basis over the contractual subscription term of the arrangement beginning on the date that our service is made available to the customer. Certain SaaS fees are invoiced in advanced on an annual, semi-annual, or quarterly basis. Any funds received for services not provided yet are held in deferred revenue and are recorded as revenue when the related performance obligations have been satisfied. Non-subscription revenue consists of PDF remediation services and is recognized upon delivery. Consideration payable under these arrangements is based on usage. The following table presents our revenues disaggregated by sales channel: Six months ended June 30, 2020 2019 (in thousands) Direct (Enterprise) $ 5,312 $ 3,287 Indirect (Vertical partners) 4,200 1,134 Other 32 — Total revenues $ 9,544 $ 4,421 The Company records accounts receivable for amounts invoiced to customers for which the Company has an unconditional right to consideration as provided under the contractual arrangement. Unbilled receivables include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenues include payments received in advance of performance under the contract. Our unbilled receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Unbilled receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. The table below compares the deferred revenue balance as of June 30, 2020 versus December 31, 2019: June 30, December 31, 2020 2019 (in thousands) Deferred revenue $ 5,246 $ 5,525 As of June 30, 2020, $5,078,000 was classified as short-term deferred revenue and is expected to be recognized over the next twelve months following June 30, 2020. The remaining $168,000 is long-term deferred revenue to be recognized thereafter. In the six-month period ended June 30, 2020 we recognized $3,762,000, or 68%, in revenue from deferred revenues outstanding as of December 31, 2019. The Company had one customer (including affiliates of such customer) which generated 16% and 17% of the Company’s revenue in each of the three and six months ended June 30, 2020, respectively, and 10% and 11% of the Company’s revenue in the three and six months ended June 30, 2019, respectively. At June 30, 2020 and December 31, 2019, the Company had one customer representing 13% and 40%, respectively, of the outstanding accounts receivable. Deferred Costs (Contract acquisition costs) The Company capitalizes initial and renewal sales commission payments in the period a customer contract is obtained and customer payment is received, and amortizes deferred commission costs on a straight-line basis over the expected period of benefit, which we have deemed to be the contract term. The table below summarizes the activity within the deferred commission costs account for the six months ended June 30, 2020: December 31, Commission Commission June 30, 2019 Costs Deferred Amortized 2020 (in thousands) Deferred costs, short term $ 183 $ 112 $ (111) $ 184 Deferred costs, long term 145 (22) — 123 Deferred commission costs $ 328 $ 90 $ (111) $ 307 Amortization expense associated with sales commissions was included in selling and marketing expenses on the consolidated statements of operations and totaled $55,000 and $111,000, respectively, for the three- and six-month periods ended June 30, 2020, and $57,000 and $108,000, respectively, for the three- and six-month periods ended June 30, 2019. There were no impairment losses for these capitalized costs for the three and six months ended June 30, 2020 and 2019. Share-Based Compensation The Company periodically issues options, warrants and restricted stock units (“RSUs”) as compensation for services received. The fair value of the award is measured on the grant date. The fair value amount is then recognized as expense over the requisite vesting period during which services are required to be provided in exchange for the award. The fair value of options and warrants awards is measured on the grant date using a Black-Scholes option pricing model, which includes assumptions that are subjective and are generally derived from external (such as risk-free rate of interest) and historical (such as volatility factor, expected term, and forfeiture rates) data. Future grants of equity awards accounted for as share-based compensation could have a material impact on reported expenses depending upon the number, value, and vesting period of future awards. The fair value of RSUs is based on the market closing price per share on the date of grant. We expense the compensation cost of these awards as the restriction period lapses, which is typically a one- to three-year service period to the Company. In the three- and six-month periods ending June 30, 2020, we awarded 76,192 options, and 339,667 and 354,667 RSUs respectively, to employees, officers and consultants of the of the Company. In the three- and six-month periods ending June 30, 2020, no warrants were issued and no stock compensation expense was incurred. As of June 30, 2020, there was no remaining unamortized stock-based compensation expense related to warrants. The following table summarizes the stock compensation expense for the three and six months ended June 30, 2020 and 2019: Three months ended June 30 Six months ended June 30 2020 2019 2020 2019 (in thousands) Stock Options $ 36 $ 94 $ 121 $ 167 RSUs 623 181 794 557 Total $ 659 $ 275 $ 915 $ 724 As of June 30, 2020, the outstanding unamortized stock compensation expense related to options and RSUs was $921,000 and $2,684,000, respectively, which will be recognized through June 2023. Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. “Diluted earnings per share” reflects the potential dilution that could occur if our share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of our share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (i.e., the difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation. The dilutive effect of our convertible preferred stock is computed using the if-converted method, which assumes conversion at the beginning of the year. However, when a net loss exists, no potential common stock equivalents are included in the computation of the diluted per-share amount because the computation would result in an anti-dilutive per-share amount. Potentially dilutive securities excluded from the computation of basic and diluted net earnings (loss) per share for the six months ended June 30, 2020 and 2019 are as follows: 2020 2019 ( in thousands) Preferred stock 287 289 Options to purchase common stock 749 955 Warrants to purchase common stock 283 1,648 Restricted stock units 752 223 Total 2,071 3,115 The following table summarizes the stock options activity for the six months ended June 30, 2020: Weighted Intrinsic Weighted Average Value Number of Average Remaining Of Options Exercise Price Term Exercisable Options Outstanding at December 31, 2019 965,043 $ 3.70 3.01 759,631 $ 1,666,266 Granted 76,192 7.98 5 — — Exercised (212,428) — — — Forfeited/Expired (79,316) 9.35 — — — Outstanding at June 30, 2020 749,491 $ 4.10 2.69 548,980 $ 4,429,076 The following table summarizes the restricted stock unit activity for the six months ended June 30, 2020: Restricted stock units issued as of December 31, 2019 428,919 Granted 354,667 Forfeited/Canceled (31,214) Total Restricted stock units issued at June 30, 2020 752,372 Vested at June 30, 2020 303,321 Unvested restricted stock units as of June 30, 2020 449,051 The following table summarizes the warrants activity for the six months ended June 30, 2020: Weighted Intrinsic Weighted Average Value Number of Average Remaining Of Warrants Exercise Price Term Warrants Outstanding at December 31, 2019 424,708 $ 5.31 0.82 $ 189,450 Granted — — — — Exercised (120,000) 4 — — Forfeited/Expired (22,188) 9.59 — — Outstanding at June 30, 2020 282,520 $ 5.53 0.54 $ 1,263,867 Fair Value Measurements Fair value is an estimate of the exit price, representing the amount that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction cost. Fair value measurement under U.S. GAAP provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Level 3: Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities. The Company has no assets measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019. The table below provides information on our liabilities that are measured at fair value on a recurring basis: Fair Value Fair Value Hierarchy (in thousands) Liabilities Warrant liability (1), June 30, 2020 $ 593 Level 3 Warrant liability (1), December 31, 2019 $ 120 Level 3 (1) Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." This ASU clarifies the accounting treatment for implementation costs for cloud computing arrangements (hosting arrangements) that is a service contract. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. We adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material impact our financial position, results of operations or disclosures. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." This ASU adds, modifies, and removes several disclosure requirements relative to the three levels of inputs used to measure fair value in accordance with Topic 820, "Fair Value Measurement." This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. We adopted this guidance effective January 1, 2020. The adoption of this guidance did not impact our financial position, results of operations or disclosures. |