SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Our significant accounting policies are presented in “Note 2 – Significant Accounting Policies” in the 2023 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 2023 Form 10-K when reviewing interim financial results. Use of Estimates The preparation of consolidated 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 consolidated financial statements and during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to stock-based compensation, allowance for doubtful accounts, and intangible assets. 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 (“SaaS”) delivery model, as well as from professional services, through our direct sales force or through third-party resellers. Our SaaS fees include 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: ● 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. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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 revenue is comprised of fixed subscription fees from customer accounts on our platform related to our software products. Our support revenue is comprised of subscription fees for customers for legal, remediation, and other support services. SaaS and support (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 and support 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 primarily of PDF remediation and Website and Mobile App report services, and is recognized upon delivery. Consideration payable under PDF remediation arrangements is based on usage. Consideration payable under non-subscription Website and Mobile App report services arrangements is based on fixed fees. The following table presents our revenues disaggregated by sales channel: Three months ended March 31, (in thousands) 2024 2023 Partner and Marketplace $ 4,734 $ 4,342 Enterprise 3,349 3,430 Total revenues $ 8,083 $ 7,772 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. Deferred revenue includes payments received in advance of performance under the contract and is reported on an individual contract basis at the end of each reporting period. 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 March 31, 2024 and December 31, 2023: March 31, December 31, (in thousands) 2024 2023 Deferred revenue — current $ 6,254 $ 6,472 Deferred revenue — noncurrent 2 10 Total deferred revenue $ 6,256 $ 6,482 In the three-month period ended March 31, 2024, we recognized $3,055,000, or 47%, in revenue from deferred revenue outstanding as of December 31, 2023. We had one customer (including the customer’s affiliates reflecting multiple contracts and a partnership with the Company) which accounted for approximately 16% of our total revenue in each of the three months ended March 31, 2024 and 2023. One major customer represented 16% of total accounts receivable as of March 31, 2024 and December 31, 2023. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Deferred Costs (Contract acquisition costs) We capitalize initial and renewal sales commissions in the period 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. 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 March 31, 2024 and December 31, 2023, which are included in Prepaid expenses and other current assets on our consolidated balance sheets: March 31, December 31, (in thousands) 2024 2023 Deferred costs — current $ 19 $ 20 Deferred costs — noncurrent 3 2 Total deferred costs $ 22 $ 22 Amortization expense associated with sales commissions was included in Selling and marketing expenses on the consolidated statements of operations and totaled $10,000 and $19,000, respectively, for the three-month periods ended March 31, 2024 and 2023. Debt Discount and Debt Issuance Costs Costs related to the issuance of debt due to the lender (debt discount) or to third parties (debt issuance costs) are capitalized and amortized to interest expense based on the effective interest method over the term of the related debt. Debt discount and debt issuance costs are presented on the Company's consolidated balance sheets as a direct deduction from the carrying amount of our term loan. Employee Stock Purchase Plan In May 2022, the stockholders of the Company approved the Company’s Employee Stock Purchase Plan (the “ESPP”), which provides for the issuance of up to 500,000 shares of common stock. Eligible employees may elect to have a percentage of eligible compensation withheld to purchase shares of our common stock at the end of each purchase period. The Company expects each purchase period to be the six month periods ending on June 30 or December 31 of each calendar year. The purchase price per share is expected to equal 85% of the fair market value of our common stock on the last trading day of the purchase period. Under the ESPP, a participant may not be granted rights to purchase more than $25,000 worth of common stock for each calendar year and no participant may purchase more than 1,500 shares of our common stock (or such other number as the Compensation Committee may designate) on any one purchase date. As of March 31, 2024, 15,484 shares had been issued under the ESPP and 484,516 shares remained available under the plan. Stock-Based Compensation The Company periodically issues options, restricted stock units (“RSUs”), 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. We recognize forfeitures as they occur. Stock-based compensation expense is recorded in the same expense classifications in the consolidated statements of operations as if such amounts were paid in cash. The fair value of options 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 and expected term). NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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 grant date. We estimate the fair value of market-based restricted stock unit awards as of the grant date using the Monte Carlo simulation model. We expense the compensation cost associated with time-based options and RSUs as the restriction period lapses, which is typically a one The following table summarizes the stock-based compensation expense recorded for the three months ended March 31, 2024 and 2023: Three months ended March 31, (in thousands) 2024 2023 Options $ 4 $ 77 RSUs 813 987 Unrestricted shares of common stock 66 54 Total $ 883 $ 1,118 As of March 31, 2024, the outstanding unrecognized stock-based compensation expense related to options and RSUs was $1,000 and $3,847,000, respectively, which may be recognized through January 2027, subject to achievement of service, performance, and market conditions. Earnings (Loss) Per Share (“EPS”) Basic EPS 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 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 and restricted stock units. The dilutive effect of our stock-based awards is computed using the treasury stock method, which assumes all stock-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. 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. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Potentially dilutive securities outstanding as of March 31, 2024 and 2023, which were excluded from the computation of basic and diluted net loss per share for the periods then ended, are as follows: March 31, (in thousands) 2024 2023 Options 105 151 Restricted stock units 1,557 1,940 Total 1,662 2,091 The following table summarizes the stock option and RSUs activity for the three months ended March 31, 2024: Options RSUs Outstanding at December 31, 2023 112,279 1,707,258 Granted — 122,721 Exercised/Settled (1,000) (234,617) Forfeited/Expired (6,740) (38,235) Outstanding at March 31, 2024 104,539 1,557,127 Vested at March 31, 2024 103,737 475,945 Unvested at March 31, 2024 802 1,081,182 Stock Repurchases In the fourth quarter of 2023, the Board of Directors of the Company approved a program to repurchase up to $5 million of its outstanding shares of common stock through December 31, 2025. In 2023, we used $1.12 million of the program to repurchase shares. In the three months ended March 31, 2024, we used $1.69 million of the program to repurchase shares. As of March 31, 2024, we had $2.19 million remaining for the repurchase of shares. Shares repurchased by the Company are immediately retired. The Company made an accounting policy election to charge the excess of repurchase price over par value entirely to retained earnings. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, |