SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 ā SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Our significant accounting policies are presented in āNote 3 ā Significant Accounting Policiesā in the 2020 Form 10-K. Users of financial information for interim periods are encouraged to refer to the footnotes to the financial statements contained in the 2020 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 amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to stock-based compensation, capitalization of software development costs, allowance for doubtful accounts, and impairment of long-lived assets and goodwill. Actual results may differ from these estimates. Revenue Recognition We derive our revenue primarily from the sale of internally-developed software by a software-as-a-service (āSaaSā) delivery model, as well as ongoing from professional services support, through our direct sales force or through third-party resellers. Our SaaS fees include continuous support and maintenance. We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers We determine revenue recognition through the following five steps: ā Identify the contract with the customer; ā Identify the performance obligations in the contract; ā NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) ā Determine the transaction price; ā Allocate the transaction price to the performance obligations in the contract; and ā Recognize revenue when, or as, the performance obligations are satisfied. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. If we determine that we have not satisfied a performance obligation, we will defer recognition of the revenue until the performance obligation is deemed to be satisfied. SaaS agreements are generally non-cancelable, although clients typically have the right to terminate their contracts for cause if we fail to perform material obligations. Our SaaS (also referred to as āsubscriptionā) revenue is comprised of fixed subscription fees from customer accounts on our platform. SaaS 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 advance 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, Mobile App report and is recognized upon delivery. Consideration payable under these arrangements is based on usage. The following table presents our revenues disaggregated by sales channel: ā ā ā ā ā ā ā ā ā ā Six months ended ā ā June 30, (in thousands) 2021 2020 Partner and Marketplace ā $ 6,552 ā $ 4,232 Enterprise ā 5,257 ā 5,312 Total revenues ā $ 11,809 ā $ 9,544 ā 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 Companyās contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenue includes 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 summarizes our deferred revenue as of June 30, 2021 and December 31, 2020: ā ā ā ā ā ā ā ā ā June 30, December 31, (in thousands) ā 2021 ā 2020 Deferred revenue - current ā $ 5,972 ā $ 6,328 Deferred revenue - noncurrent ā ā 34 ā ā 83 Total deferred revenue ā $ 6,006 ā $ 6,411 ā NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) In the six-month period ended June 30, 2021 we recognized $4,537,000, or 71%, in revenue from deferred revenue outstanding as of December 31, 2020. In the three months ended June 30, 2021, two customers (including affiliates of such customers) accounted for 20% and 10%, respectively, of our total revenue. In the six months ended June 30, 2021, three customers (including affiliates of such customers) accounted for 20%, 10%, and 10%, respectively, of our total revenue. In the three and six months ended June 30, 2020, one customer accounted for 16%, and 17%, respectively, of our total revenue. Three customers represented 19%, 14% and 11%, respectively, of total accounts receivable as of June 30, 2021. Three customers with long standing relationships with the Company represented 25%, 13% and 13%, respectively, of total accounts receivable as of December 31, 2020. Deferred Costs (Contract acquisition costs) We capitalize initial and renewal sales commissions in the period in which the commission is earned, which generally occurs when a customer contract is obtained, and amortize deferred commission costs on a straight-line basis over the expected period of benefit, which we have deemed to be the contract term, except when the commission payment is expected to provide economic benefit for a period longer than the contract term, such as for new customer or incremental sales where renewals are expected, and renewal commissions are not commensurate with initial commissions. As a practical expedient, we expense sales commissions as incurred when the amortization period of related deferred commission costs would have been one year or less. The table below summarizes the deferred commission costs as of June 30, 2021 and December 31, 2020: ā ā ā ā ā ā ā ā ā ā June 30, ā December 31, (in thousands) 2021 2020 Deferred costs - current ā $ 142 ā $ 152 Deferred costs - noncurrent ā 66 ā 77 Total deferred costs ā $ 208 ā $ 229 ā Amortization expense associated with sales commissions was included in selling and marketing expenses on the statements of operations and totaled $52,000 and $99,000 for the three- and six-month periods ended June 30, 2021, respectively, and $55,000 and $111,000 for the three- and six-month periods ended June 30, 2020, respectively. There were no impairment losses for these capitalized costs for the three and six months ended June 30, 2021 and 2020. Stock-Based Compensation The Company periodically issues options, warrants, restricted stock units (āRSUsā), and shares of its common stock as compensation for services received from its employees, directors, and consultants. 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. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. ā NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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 data (such as risk-free rate of interest) and historical data (such as volatility factor, expected term, and forfeiture rates). Future grants of equity awards accounted for as stock-based compensation could have a material impact on reported expenses depending upon the number, value, and vesting period of future awards. We estimate the fair value of restricted stock unit awards with time- or performance-based vesting using the value of our common stock on the date of grant. We estimate the fair value of market-based restricted stock unit awards using a Monte Carlo simulation model on the date of grant. We expense the compensation cost associated with time-based options, warrants and RSUs as the restriction period lapses, which is typically a one- to three-year service period with the Company. Compensation expense related to performance-based options and RSUs is recognized on a straight-line basis over the requisite service period, provided that it is probable that performance conditions will be achieved, with probability assessed on a quarterly basis and any changes in expectations recognized as an adjustment to earnings in the period of the change. Compensation cost is not recognized for service- and performance-based awards that do not vest because service or performance conditions are not satisfied and any previously recognized compensation cost is reversed. Compensation costs related to awards with market conditions are recognized on a straight-line basis over the requisite service period regardless of whether the market condition is satisfied, and is not reversed provided that the requisite service period derived from the Monte-Carlo simulation has been completed. If vesting occurs prior to the end of the requisite service period, expense is accelerated and fully recognized through the vesting date. The following table summarizes the stock-based compensation expense recorded for the three and six months ended June 30, 2021 and 2020: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three months ended June 30, ā Six months ended June 30, (in thousands) 2021 2020 2021 2020 Stock Options ā $ 226 ā $ 36 ā $ 375 ā $ 121 RSUs ā 1,284 ā 623 ā 2,882 ā 794 Unrestricted Shares of Common Stock ā ā 253 ā ā ā ā ā 287 ā ā ā Total ā $ 1,763 ā $ 659 ā $ 3,544 ā $ 915 ā As of June 30, 2021, the outstanding unrecognized stock-based compensation expense related to options and RSUs was $1,318,000 and $12,440,000, respectively, which may be recognized through March 2026, subject to achievement of service, performance, and market conditions ā NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) In the first quarter of 2021, we granted 100,000 RSUs with performance-based and market-based conditions to our Interim Chief Executive Officer (āCEOā). The performance condition for 50,000 of such RSUs is based on the achievement of Monthly Recurring Revenue (āMRRā) targets. In the six months ended June 30, 2021, stock-based compensation expense associated with performance-based RSUs awarded to our CEO in current and previous years was zero and $311,000, respectively. We did not record any stock-based compensation expense related to the 50,000 performance-based RSUs awarded to our CEO in 2021 as the achievement of performance targets during the requisite period was not deemed probable. The Company will continue to reassess the probability of achieving the performance conditions in future periods and record the appropriate expense if necessary. The market condition for the remaining 50,000 RSUs in the award is based on the Companyās stock price targets. The Company used a Monte Carlo simulation to determine the grant-date fair value for the market-based RSUs. The weighted-average assumptions used in the Monte-Carlo simulation were as follows: 5-year historical volatility of 116.95%, 5-year risk-free rate of 0.79%, and a performance period of 5 years. The Company recorded $1,056,000 in stock-based compensation expense associated to market-based RSUs in the six months ended June 30, 2021, $277,000 of which were related to RSUs granted in the current fiscal year. Earnings (Loss) Per Share (āEPSā) Basic EPS is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Companyās common stock outstanding during the period. Diluted EPS is calculated based on the net income (loss) available to common stockholders and the weighted average number of shares of common stock outstanding during the period, adjusted for the effects of all potential dilutive common stock issuances related to options, warrants, restricted stock units and convertible preferred stock. The dilutive effect of our stock-based awards and warrants is computed using the treasury stock method, which assumes all stock-based awards and warrants 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 outstanding as of June 30, 2021 and 2020, which were excluded from the computation of basic and diluted net loss per share for the years then ended, are as follows: ā ā ā ā ā ā ā ā June 30, ( in thousands) ā 2021 2020 Preferred stock (1) ā 287 Options 274 749 Warrants 45 283 Restricted stock units 1,125 752 Total 1,444 2,071 (1) Represents number of shares of common stock that are issuable upon conversion of outstanding shares of Series A Convertible Preferred Stock. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The following table summarizes the stock option, warrants, and RSUs activity for the six months ended June 30, 2021: ā ā ā ā ā ā ā ā ā ā Options Warrants RSUs Outstanding at December 31, 2020 516,911 ā 81,053 958,378 Granted 39,186 ā ā 451,435 Exercised/Settled (220,708) ā (29,280) (169,939) Forfeited/Expired (61,498) ā (7,200) (114,594) Outstanding at June 30, 2021 273,891 ā 44,573 1,125,280 Vested at June 30, 2021 ā 112,313 ā 44,573 ā 303,905 Unvested at June 30, 2021 ā 161,578 ā ā ā 821,375 ā |