Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 27, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | FALCONSTOR SOFTWARE INC | |
Entity Central Index Key | 922,521 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 43,188,374 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 8,332,909 | $ 6,013,382 |
Marketable securities | 3,090,791 | 7,420,042 |
Accounts receivable, net of allowances of $170,263 and $191,285, respectively | 5,201,908 | 6,635,262 |
Prepaid expenses and other current assets | 1,509,641 | 1,742,668 |
Inventory | 30,029 | 70,534 |
Deferred tax assets, net | 213,140 | 205,816 |
Total current assets | 18,378,418 | 22,087,704 |
Property and equipment, net of accumulated depreciation of $18,200,935 and $17,947,675, respectively | 1,456,242 | 1,565,932 |
Deferred tax assets, net | 117,067 | 110,060 |
Software development costs, net | 866,323 | 1,116,816 |
Other assets | 1,030,568 | 1,139,377 |
Goodwill | 4,150,339 | 4,150,339 |
Other intangible assets, net | 235,339 | 256,137 |
Total assets | 26,234,296 | 30,426,365 |
Current liabilities: | ||
Accounts payable | 1,104,108 | 1,005,944 |
Accrued expenses | 5,790,053 | 6,783,514 |
Deferred tax liabilities, net | 89,491 | 89,343 |
Deferred revenue, net | 16,747,873 | 16,553,519 |
Total current liabilities | 23,731,525 | 24,432,320 |
Other long-term liabilities | 895,208 | 735,089 |
Deferred tax liabilities, net | 34,054 | 27,069 |
Deferred revenue, net | 8,993,916 | 9,122,289 |
Total liabilities | $ 33,654,703 | $ 34,316,767 |
Commitments and contingencies | ||
Series A redeemable convertible preferred stock, $.001 par value, 2,000,000 shares authorized, 900,000 shares issued and outstanding, redemption value of $9,000,000 | $ 7,982,223 | $ 7,818,554 |
Stockholders' deficit: | ||
Common stock - $.001 par value, 100,000,000 shares authorized, 57,805,087 and 57,194,817 shares issued, respectively and 42,277,017 and 41,666,747 shares outstanding, respectively | 57,805 | 57,195 |
Additional paid-in capital | 168,776,399 | 167,953,871 |
Accumulated deficit | (125,280,503) | (120,983,891) |
Common stock held in treasury, at cost (15,528,070 and 15,528,070 shares, respectively) | (57,032,917) | (57,032,917) |
Accumulated other comprehensive loss, net | (1,923,414) | (1,703,214) |
Total stockholders' deficit | (15,402,630) | (11,708,956) |
Total liabilities and stockholders' deficit | $ 26,234,296 | $ 30,426,365 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowances on accounts receivable | $ 170,263 | $ 191,285 |
Accumulated depreciation | $ 18,200,935 | $ 17,947,675 |
Series A Redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series A Redeemable convertible preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Series A Redeemable convertible preferred stock, shares issued | 900,000 | 900,000 |
Series A Redeemable convertible preferred stock, shares outstanding | 900,000 | 900,000 |
Series A Redeemable convertible preferred stock, redemption value | $ 9,000,000 | $ 9,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 57,805,087 | 57,194,817 |
Common stock, shares outstanding | 42,277,017 | 41,666,747 |
Common Stock held in treasury, shares | 15,528,070 | 15,528,070 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue: | ||
Product revenue | $ 2,280,858 | $ 13,970,367 |
Support and services revenue | 5,151,473 | 5,969,509 |
Total revenue | 7,432,331 | 19,939,876 |
Cost of revenue: | ||
Product | 244,273 | 390,224 |
Support and service | 1,762,220 | 2,020,018 |
Total cost of revenue | 2,006,493 | 2,410,242 |
Gross profit | 5,425,838 | 17,529,634 |
Operating expenses: | ||
Research and development costs | 3,656,777 | 3,205,867 |
Selling and marketing | 4,268,800 | 5,305,362 |
General and administrative | 1,705,925 | 2,492,941 |
Investigation, litigation, and settlement related costs | 0 | 17,028 |
Restructuring costs | 83,984 | 134,476 |
Total operating expenses | 9,715,486 | 11,155,674 |
Operating (loss) income | (4,289,648) | 6,373,960 |
Interest and other income (loss), net | 118,183 | (464,076) |
(Loss) income before income taxes | (4,171,465) | 5,909,884 |
Provision for income taxes | 125,147 | 647,505 |
Net (loss) income | (4,296,612) | 5,262,379 |
Less: Accrual of Series A redeemable convertible preferred stock dividends | 192,608 | 190,786 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 163,669 | 137,417 |
Net (loss) income attributable to common stockholders | $ (4,652,889) | $ 4,934,176 |
Basic net (loss) income per share attributable to common stockholders (in dollars per share) | $ (0.11) | $ 0.12 |
Diluted net (loss) income per share attributable to common stockholders (in dollars per share) | $ (0.11) | $ 0.10 |
Weighted average basic shares outstanding (in shares) | 41,882,232 | 40,935,380 |
Weighted average diluted shares outstanding (in shares) | 41,882,232 | 51,264,247 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (4,296,612) | $ 5,262,379 |
Other comprehensive (loss) income, net of applicable taxes: | ||
Foreign currency translation | (227,415) | (26,501) |
Net unrealized gain on marketable securities | 4,039 | 4,019 |
Net minimum pension liability | 3,176 | 2,467 |
Total other comprehensive loss, net of applicable taxes: | (220,200) | (20,015) |
Total comprehensive (loss) income | (4,516,812) | 5,242,364 |
Less: Accrual of Series A redeemable convertible preferred stock dividends | 192,608 | 190,786 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 163,669 | 137,417 |
Total comprehensive (loss) income attributable to common stockholders | $ (4,873,089) | $ 4,914,161 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (4,296,612) | $ 5,262,379 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 396,871 | 537,738 |
Share-based payment compensation | 290,286 | 308,905 |
Non-cash professional services expenses | 700,324 | 65,901 |
Restructuring costs | 83,984 | 134,476 |
Payment of restructuring costs | (54,846) | (181,655) |
(Benefit) provision for returns and doubtful accounts | (4,762) | 41,598 |
Deferred income tax provision | 6,630 | 24,609 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,389,080 | 2,357,849 |
Prepaid expenses and other current assets | 260,358 | (403,114) |
Inventory | 40,505 | 201,394 |
Other assets | 32,679 | 25,109 |
Accounts payable | 83,243 | 143,110 |
Accrued expenses and other long-term liabilities | (850,109) | 966,815 |
Deferred revenue | (73,970) | (9,753,041) |
Net cash used in operating activities | (1,996,339) | (267,927) |
Cash flows from investing activities: | ||
Sales of marketable securities | 4,477,000 | 8,410,724 |
Purchases of marketable securities | (150,000) | (8,442,649) |
Purchases of property and equipment | (102,266) | (172,694) |
Capitalized software development costs | 0 | (14,100) |
Security deposits | 78,009 | 7,988 |
Purchase of intangible assets | (20,679) | (58,487) |
Net cash provided by (used in) investing activities | 4,282,064 | (269,218) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 0 | 31,416 |
Net cash provided by financing activities | 0 | 31,416 |
Effect of exchange rate changes on cash and cash equivalents | 33,802 | (278,011) |
Net increase (decrease) in cash and cash equivalents | 2,319,527 | (783,740) |
Cash and cash equivalents, beginning of period | 6,013,382 | 10,873,891 |
Cash and cash equivalents, end of period | 8,332,909 | 10,090,151 |
Supplemental disclosures: | ||
Cash paid/(refund received) for income taxes, net | 30,568 | (7,488) |
Non-cash investing and financing activities: | ||
Undistributed Series A redeemable convertible preferred stock dividends | 192,608 | 377,690 |
Series A redeemable convertible preferred stock dividend payment | $ 188,805 | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Cash Flows [Abstract] | ||
Interest Paid | $ 0 | $ 0 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation (a) The Company and Nature of Operations FalconStor Software, Inc., a Delaware Corporation (the "Company"), is a leading software-defined storage company offering a converged data services software platform that is hardware agnostic. As a global company, our vision is to deliver enterprise class, software-defined, intelligent data services combined with predictive analytics across any primary or secondary storage hardware, in the cloud or on premise. The Company mission is to help IT organizations realize more economic value out of existing environments and any future storage investments while reducing complexity, maximizing flexibility and improving operational efficiency. Our award-winning solutions are available and supported worldwide by OEMs as well as leading service providers, system integrators, resellers and the Company. The Company currently has a working capital deficiency of $5.4 million , which is inclusive of current deferred revenue of $16.7 million , and a stockholders' deficit and covenants associated with its Series A redeemable convertible preferred stock that are mutually agreed to annually. The Company believes it continues to have sufficient liquidity to meet its operating requirements which includes marketing its new product offering FreeStor, and expanding its existing suite of software offerings. The Company also believes that its covenants are achievable, however, if they are not met, the Series A redeemable convertible preferred stock could be redeemed by the holder. (b) Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. (c) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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’s significant estimates include those related to revenue recognition, accounts receivable allowances, share-based payment compensation, valuation of derivatives, capitalizable software development costs, valuation of goodwill and other intangible assets and income taxes. Actual results could differ from those estimates. The financial market volatility in many countries where the Company operates has impacted and may continue to impact the Company’s business. Such conditions could have a material impact to the Company’s significant accounting estimates discussed above. (d) Unaudited Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at March 31, 2016 , and the results of its operations for the three months ended March 31, 2016 and 2015 . The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (" 2015 Form 10-K"). (e) Recently Adopted Accounting Pronouncements In November 2014, the Financial Accounting Standards Board (the "FASB") issued new guidance which requires an entity to determine whether the host contract in a hybrid financial instrument issued in the form of a share is more akin to debt or to equity by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract. The effects of initially adopting the amendments in this update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, which for the Company was the first quarter of 2016. The adoption of this new accounting guidance by Company did not have any impact on the Company's consolidated financial position, results of operations or cash flows. In August 2014, the FASB issued new guidance which requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the financial statements are available to be issued when applicable), and to provide related footnote disclosures in certain circumstances. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter, which for the Company is the annual period ending December 31, 2016. The adoption of this new accounting guidance by Company did not have any impact on the Company's consolidated financial position, results of operations or cash flows. (f) Recently Issued Accounting Pronouncements In March 2016, the FASB issued new guidance on accounting for employee share-based payment awards to simplify the accounting related to several aspects of accounting for share-based payment transactions, including income tax consequences of share-based payment transactions, classification of awards as either equity or liabilities, forfeitures, and classification on the statement of cash flows. The new standard is effective for the annual period beginning after December 15, 2016, including interim reporting periods within that period, which for the Company will be the annual period ending December 31, 2017. Early adoption, including adoption in an interim period, is permitted. The standard requires the use of several transition methods including a modified retrospective transition method, retrospective method and prospective method. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued new guidance on leases to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This new guidance will replace existing guidance on leases in accounting principles generally accepted in the United States when it becomes effective. The new standard is effective for the annual period beginning after December 15, 2018, including interim reporting periods within that period, which for the Company will be the annual period ending December 31, 2019. Early application is permitted. The standard requires the use of a modified retrospective transition method; however, certain optional practical expedients may be applied. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures. In January 2016, the FASB issued new guidance on the recognition, measurement, presentation and disclosure of financial assets and financial liabilities. The standard (i) requires an entity to measure equity investments, except those accounted for under the equity method of accounting or those that result in consolidation of the investee, at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring an entity to perform a qualitative assessment to identify impairment, (iii) changes certain presentation and disclosure requirements related to financial assets and financial liabilities, and (iv) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, which for the Company will be the annual period ending December 31, 2018. Early adoption, including adoption in an interim period, is not permitted except for certain amendments in this update. The Company has not yet adopted this guidance and currently does not expect the adoption of the new guidance by the Company to have a significant impact on the Company's financial results. In November 2015, the FASB issued new guidance which requires an entity to classify deferred tax liabilities and assets, along with any related valuation allowance, as non-current in its consolidated balance sheet. The amendments in this update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, which for the Company will be the annual period ending December 31, 2017. Early adoption, including adoption in an interim period, is permitted. The Company has not yet adopted this guidance and currently does not expect the adoption of the new guidance by the Company to have a significant impact on the Company's financial results. In May 2014, the FASB issued new guidance which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This new guidance will replace most existing revenue recognition guidance in Generally Accepted Accounting Principles in the United States when it becomes effective. The new standard is effective for the annual period beginning after December 15, 2017, including interim reporting periods within that period, which for the Company will be the annual period ending December 31, 2018. Early application as of January 1, 2017 is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its financial reporting. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company's significant accounting policies were described in Note (1) "Summary of Significant Accounting Policies" of the 2015 Form 10-K. There have been no significant changes in the Company's significant accounting policies since December 31, 2015 . The Company's revenue recognition accounting policy is included below. For a description of the Company's other significant accounting policies refer to the 2015 Form 10-K. Revenue Recognition The Company derives its revenue from sales of its products, support and services. Product revenue consists of the Company’s software integrated with industry standard hardware and sold as complete turn-key integrated solutions, as stand-alone software applications or sold on a subscription or consumption basis. Depending on the nature of the arrangement revenue related to turn-key solutions and stand-alone software applications are generally recognized upon shipment and delivery of license keys. For certain arrangements revenue is recognized based on usage or ratably over the term of the arrangement. Support and services revenue consists of both maintenance revenues and professional services revenues. Revenue is recorded net of applicable sales taxes. In accordance with the authoritative guidance issued by the FASB on revenue recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, the fee is fixed or determinable, delivery has occurred, and collection of the resulting receivable is deemed probable. Products delivered to a customer on a trial basis are not recognized as revenue until the trial period has ended and acceptance has occurred by the customer. Reseller and distributor customers typically send the Company a purchase order when they have an end user identified. For bundled arrangements that include either maintenance or both maintenance and professional services, the Company uses the residual method to determine the amount of product revenue to be recognized. Under the residual method, consideration is allocated to the undelivered elements based upon vendor-specific objective evidence (“VSOE”) of the fair value of those elements, with the residual of the arrangement fee allocated to and recognized as product revenue. If VSOE does not exist for all undelivered elements of an arrangement, the Company recognizes total revenue from the arrangement ratably over the term of the maintenance agreement. The Company's long-term portion of deferred revenue consists of (i) payments received for maintenance contracts with terms in excess of one year as of the balance sheet date, and (ii) payments received for product sales bundled with multiple years of maintenance but for which VSOE did not exist for all undelivered elements of the arrangement. The Company provides an allowance for product returns as a reduction of revenue, based upon historical experience and known or expected trends. When more than one element, such as hardware, software and services are contained in a single arrangement, the Company will first allocate revenue based upon the relative selling price into two categories: (1) non-software components, such as hardware and any hardware-related items, as required system software that functions with the hardware to deliver the essential functionality of the hardware and related post-contract customer support, and software as service subscriptions and (2) software components and applications, such as post-contract customer support and other services. The Company will then allocate revenue within the non-software category to each element based upon their relative selling price using a hierarchy of VSOE, third-party evidence of selling price (“TPE”) or estimated selling prices (“ESP”), if VSOE or TPE does not exist. The Company will allocate revenue within the software category to the undelivered elements based upon their fair value using VSOE with the residual revenue allocated to the delivered elements. If the Company cannot objectively determine the VSOE of the fair value of any undelivered software element, the Company will defer revenue for all software components until all elements are delivered and services have been performed, until fair value can objectively be determined for any remaining undelivered elements, or until software maintenance is the only undelivered element which the Company does not have VSOE for, in which case revenue is recognized over the maintenance term for all software elements. Revenues associated with maintenance services are deferred and recognized as revenue ratably over the term of the contract. Revenues associated with software implementation and software engineering services are recognized when the services are performed. Costs of providing these services are included in cost of support and services. The Company has entered into various distribution, licensing and joint promotion agreements with OEMs, whereby the Company has provided to the OEM a non-exclusive software license to install the Company’s software on certain hardware or to resell the Company’s software in exchange for payments based on the products distributed by these OEMs. Such payments from the OEM or distributor are recognized as revenue in the period reported by the OEM. From time to time the Company will enter into funded software development arrangements. Under such arrangements, revenue recognition will not commence until final delivery and/or acceptance of the product. For arrangements where the Company has VSOE for the undelivered elements, the Company will follow the residual method and recognize product revenue upon final delivery and/or acceptance of the product. For arrangements where the Company does not have VSOE for the undelivered elements, the Company will recognize the entire arrangement fee ratably commencing at the time of final delivery and/or acceptance through the end of the service period in the arrangement. Certain arrangements, for which VSOE of fair value for the undelivered maintenance elements cannot be established, are accounted for as a single unit of account. The revenue recognized from single units of accounting are typically allocated and classified on the consolidated statements of operations as product revenue and support and services revenue. Since VSOE cannot be established, VSOE of similar maintenance offerings provides the basis for the support and services revenue classification, and the remaining residual consideration provides the basis for the product revenue classification. In 2013, the Company entered into a joint development agreement whereby final acceptance of the software delivered under the joint development agreement occurred on November 16, 2014. During 2014, the Company began to recognize the total committed fee as revenue ratably over a twenty-five and a half month period which began on November 16, 2014 and included a contractual twenty-four month maintenance period. During 2015, the customer elected to terminate its maintenance agreement and as such all unrecognized deferred revenue was accelerated and recognized as product revenue during the first quarter of 2015. During the three months ended March 31, 2015 , the Company recorded total product revenue of approximately $11.3 million related to this agreement. There was no product revenue recorded during the three months ended March 31, 2016 related to this agreement. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic EPS is computed based on the weighted average number of shares of common stock outstanding. Diluted EPS is computed based on the weighted average number of common shares outstanding increased by dilutive common stock equivalents, attributable to stock option awards, restricted stock awards and the Series A redeemable convertible preferred stock outstanding. The following represents the common stock equivalents that were excluded from the computation of diluted shares outstanding because their effect would have been anti-dilutive for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Stock options and restricted stock 8,163,531 5,308,716 Series A redeemable convertible preferred stock 8,781,516 — Total anti-dilutive common stock equivalents 16,945,047 5,308,716 The following represents a reconciliation of the numerators and denominators of the basic and diluted EPS computation: Three Months Ended March 31, 2016 2015 Numerator Net (loss) income $ (4,296,612 ) $ 5,262,379 Effects of Series A redeemable convertible preferred stock: Less: Series A redeemable convertible preferred stock dividends 192,608 190,786 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 163,669 137,417 Net (loss) income attributable to common stockholders $ (4,652,889 ) $ 4,934,176 Denominator Weighted average basic shares outstanding 41,882,232 40,935,380 Effect of dilutive securities: Stock options and restricted stock — 1,547,351 Series A redeemable convertible preferred stock — 8,781,516 Weighted average diluted shares outstanding 41,882,232 51,264,247 EPS Basic net (loss) income per share attributable to common stockholders $ (0.11 ) $ 0.12 Diluted net (loss) income per share attributable to common stockholders $ (0.11 ) $ 0.10 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories At March 31, 2016 and December 31, 2015 , inventories are as follows: March 31, 2016 December 31, 2015 Finished systems $ 30,029 $ 70,534 Total Inventory $ 30,029 $ 70,534 As of March 31, 2016 and December 31, 2015 , the Company had not recorded any reserve for excess and/or obsolete inventories in arriving at the estimated net realizable value of its inventory. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The gross carrying amount and accumulated depreciation of property and equipment as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 December 31, 2015 Property and Equipment: Gross carrying amount $ 19,657,177 $ 19,513,607 Accumulated depreciation (18,200,935 ) (17,947,675 ) Property and Equipment, net $ 1,456,242 $ 1,565,932 For the three months ended March 31, 2016 and 2015 , depreciation expense was $224,901 and $371,829 , respectively. |
Software Development Costs
Software Development Costs | 3 Months Ended |
Mar. 31, 2016 | |
Research and Development [Abstract] | |
Software Development Costs | Software Development Costs The gross carrying amount and accumulated amortization of software development costs as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 December 31, 2015 Software development costs: Gross carrying amount $ 2,917,215 $ 3,037,215 Accumulated amortization (2,050,892 ) (1,920,399 ) Software development costs, net $ 866,323 $ 1,116,816 During the three months ended March 31, 2016 and 2015 , the Company recorded $130,493 and $130,591 , respectively, of amortization expense related to capitalized software costs. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The gross carrying amount and accumulated amortization of goodwill and other intangible assets as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 December 31, 2015 Goodwill $ 4,150,339 $ 4,150,339 Other intangible assets: Gross carrying amount $ 3,630,203 $ 3,609,524 Accumulated amortization (3,394,864 ) (3,353,387 ) Net carrying amount $ 235,339 $ 256,137 For the three months ended March 31, 2016 and 2015 , amortization expense was $41,477 and $35,318 , respectively. |
Share-Based Payment Arrangement
Share-Based Payment Arrangements | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payment Arrangements | Share-Based Payment Arrangements On April 27, 2016, the Company’s stockholders adopted the FalconStor Software, Inc. 2016 Incentive Stock Plan (the "2016 Plan"). The 2016 Plan is administered by the Compensation Committee and provides for the issuance of up to 1,500,000 shares of the Company’s common stock upon the exercise of options or upon the grant of shares with such restrictions as determined by the Compensation Committee to the employees, consultants and non-employee directors of the Company. Exercise prices of the options must be equal to the fair market value of the common stock on the date of grant. Options granted have terms of ten years . Shares of restricted stock have the terms and conditions set by the Board of Directors and are forfeitable until the terms of the grant have been satisfied. The 2016 Plan replaces the Company's 2006 Incentive Stock Plan. On April 27, 2016, the Company’s stockholders adopted the FalconStor Software, Inc. 2016 Outside Directors Equity Compensation Plan (the “2016 Director Plan”). The 2016 Outside Directors Plan is administered by the Board of Directors and provides for the issuance of up to 400,000 shares of the Company’s common stock upon the exercise of options or upon the grant of shares with such restrictions as determined by the Board of Directors to the non-employee directors of the Company. Exercise prices of the options must be equal to the fair market value of the common stock on the date of grant. Options granted have terms of ten years . Shares of restricted stock have the terms and conditions set by the Board of Directors and are forfeitable until the terms of the grant have been satisfied. The 2016 Director Plan replaces the 2013 Outside Directors Equity Compensation Plan. The following table summarizes the plans under which the Company was able to grant equity compensation as of March 31, 2016 : Shares Shares Available Shares Last Date for Grant Name of Plan Authorized for Grant Outstanding of Shares FalconStor Software, Inc., 2006 Incentive Stock Plan 13,455,546 2,639,109 7,585,720 May 17, 2016 FalconStor Software, Inc., 2013 Outside Directors Equity Compensation Plan 400,000 210,000 133,900 May 9, 2016 The following table summarizes the Company’s equity plans that have expired but that still have equity awards outstanding as of March 31, 2016 : Name of Plan Shares Available for Grant Shares Outstanding FalconStor Software, Inc., 2000 Stock Option Plan — 243,911 2004 Outside Directors Stock Option Plan — 40,000 FalconStor Software, Inc., 2007 Outside Directors Equity Compensation Plan — 160,000 The Company recognized share-based compensation expense for all awards issued under the Company’s stock equity plans in the following line items in the condensed consolidated statements of operations for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Cost of revenue - Product $ — $ — Cost of revenue - Support and Service 24,771 18,810 Research and development costs 746,162 73,020 Selling and marketing 67,730 88,070 General and administrative 151,947 194,906 $ 990,610 $ 374,806 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s provision for income taxes consists of state and local, and foreign taxes, as applicable, in amounts necessary to align the Company’s year-to-date tax provision with the effective rate that it expects to achieve for the full year. For the three months ended March 31, 2016 and 2015 , the Company recorded an income tax provision of $125,147 and $647,505 , respectively, consisting primarily of state and local and foreign taxes. The effective tax rate for the three months ended March 31, 2016 and March 31, 2015 was (3.0%) and 11.0% , respectively. The change in the effective tax rate is attributable to the mix of foreign and domestic earnings as no tax expense or benefit is being recognized on domestic earnings or losses. As of March 31, 2016 , the Company’s conclusion did not change with respect to the realizability of its domestic deferred tax assets and, therefore, the Company has not recorded any benefit for its expected net domestic deferred tax assets for the full year 2016 estimated annual effective tax rate. As of March 31, 2016 , the valuation allowance totaled approximately $38.3 million . The Company’s total unrecognized tax benefits, excluding interest, at both March 31, 2016 and December 31, 2015 were $217,289 . At March 31, 2016 , $322,103 of unrecognized tax benefits, including interest, if recognized, would reduce the Company’s effective tax rate. As of March 31, 2016 and December 31, 2015 , the Company had $104,814 and $100,202 , respectively, of accrued interest. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures its cash equivalents, marketable securities and derivative instruments at fair value. Fair value is an exit price, representing the amount that would be received on the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants. As a basis for considering such assumptions, the Company utilizes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value. The methodology for measuring fair value specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs) or reflect the Company’s own assumptions of market participant valuation (unobservable inputs). As a result, observable and unobservable inputs have created the following fair value hierarchy: • Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities. At March 31, 2016 and December 31, 2015 , the Level 1 category included money market funds and commercial paper, which are included within cash and cash equivalents in the condensed consolidated balance sheets. • Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly. At March 31, 2016 and December 31, 2015 , the Level 2 category included government securities and corporate debt securities, which are included within cash and cash equivalents and marketable securities in the condensed consolidated balance sheets. • Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. At March 31, 2016 and December 31, 2015 , the Level 3 category included derivatives, which are included within other long-term liabilities in the condensed consolidated balance sheets. The Company did not hold any cash, cash equivalents or marketable securities categorized as Level 3 as of March 31, 2016 or December 31, 2015 . The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2016 : Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets Significant other Inputs Significant Unobservable Inputs Cash equivalents: Money market funds and commercial paper $ 3,691,796 $ 3,691,796 $ — $ — Corporate debt and government securities 1,879,651 — 1,879,651 — Total cash equivalents 5,571,447 3,691,796 1,879,651 — Marketable securities: Corporate debt and government securities 3,090,791 — 3,090,791 — Total marketable securities 3,090,791 — 3,090,791 — Derivative liabilities: Derivative Instruments 133,229 — — 133,229 Total derivative liabilities 133,229 — — 133,229 Total assets and liabilities measured at fair value $ 8,795,467 $ 3,691,796 $ 4,970,442 $ 133,229 The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2015 : Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets Significant other Inputs Significant Unobservable Inputs Cash equivalents: Money market funds and commercial paper $ 2,725,094 $ 2,725,094 $ — $ — Total cash equivalents 2,725,094 2,725,094 — — Marketable securities: Corporate debt and government securities 7,420,042 — 7,420,042 — Total marketable securities 7,420,042 — 7,420,042 — Derivative liabilities: Derivative Instruments 82,024 — — 82,024 Total derivative liabilities 82,024 — — 82,024 Total assets and liabilities measured at fair value $ 10,227,160 $ 2,725,094 $ 7,420,042 $ 82,024 The fair value of the Company’s investments in corporate debt and government securities have been determined utilizing third party pricing services and reviewed by the Company. The pricing services use inputs to determine fair value which are derived from observable market sources including reportable trades, benchmark curves, credit spreads, broker/dealer quotes, bids, offers, and other industry and economic events. These investments are included in Level 2 of the fair value hierarchy. The fair value of the Company’s derivatives were valued using the Black-Scholes pricing model adjusted for probability assumptions, with all significant inputs, except for the probability and volatility assumptions, derived from or corroborated by observable market data such as stock price and interest rates. The probability and volatility assumptions are both significant to the fair value measurement and unobservable. These embedded derivatives are included in Level 3 of the fair value hierarchy. The following table presents a reconciliation of the beginning and ending balances of the Company's liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2016 and March 31, 2015 : Three Months Ended March 31, 2016 2015 Beginning Balance $ 82,024 $ 137,171 Total loss (gain) recognized in earnings 51,205 (28,133 ) Ending Balance $ 133,229 $ 109,038 |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities The Company’s marketable securities consist of available-for-sale securities, which are carried at fair value, with unrealized gains and losses reported as a separate component of stockholders’ equity. Unrealized gains and losses are computed on the specific identification method. Realized gains, realized losses and declines in value judged to be other-than-temporary, are included in interest and other income (loss), net. The cost of available-for-sale securities sold is based on the specific identification method and interest earned is included in interest and other income. The cost and fair values of the Company’s available-for-sale marketable securities as of March 31, 2016 , are as follows: Aggregate Cost or Amortized Net Unrealized Government securities $ 2,551,200 $ 2,550,589 $ 611 Corporate debt securities 539,591 539,569 22 Marketable Securities $ 3,090,791 $ 3,090,158 $ 633 The cost and fair values of the Company’s available-for-sale marketable securities as of December 31, 2015 , are as follows: Aggregate Cost or Amortized Net Unrealized Government securities $ 6,560,303 $ 6,562,792 $ (2,489 ) Corporate debt securities 859,739 860,656 (917 ) Marketable Securities $ 7,420,042 $ 7,423,448 $ (3,406 ) The cost and fair values of available-for-sale securities by contractual maturity as of March 31, 2016 , were as follows: Fair Value Cost Due within one year $ 3,090,791 $ 3,090,158 Due after one year — — $ 3,090,791 $ 3,090,158 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company has an operating lease covering its corporate office facility that expires in April 2021. The Company also has several additional operating leases related to offices in foreign countries. The expiration dates for these leases range from 2016 through 2017. The following is a schedule of future minimum lease payments for all operating leases as of March 31, 2016 : 2016 $ 1,552,311 2017 1,592,707 2018 1,361,341 2019 1,402,181 2020 1,444,247 Thereafter 491,020 $ 7,843,807 The Company typically provides its customers a warranty on its software products for a period of no more than 90 days. Such warranties are accounted for in accordance with the authoritative guidance issued by the FASB on contingencies. For the three months ended March 31, 2016 , the Company has not incurred any costs related to warranty obligations. Under the terms of substantially all of its software license agreements, the Company has agreed to indemnify its customers for all costs and damages arising from claims against such customers based on, among other things, allegations that the Company’s software infringes the intellectual property rights of a third party. In most cases, in the event of an infringement claim, the Company retains the right to (i) procure for the customer the right to continue using the software; (ii) replace or modify the software to eliminate the infringement while providing substantially equivalent functionality; or (iii) if neither (i) nor (ii) can be reasonably achieved, the Company may terminate the license agreement and refund to the customer a pro-rata portion of the license fee paid to the Company. Such indemnification provisions are accounted for in accordance with the authoritative guidance issued by the FASB on guarantees. From time to time, in the ordinary course of business, the Company receives claims for indemnification, typically from OEMs. The Company is not currently aware of any material claims for indemnification. Upon certain triggering events, such as bankruptcy, insolvency or a material adverse effect, failure to achieve minimum financial covenants or failure of the Company to issue shares upon conversion of the Series A redeemable convertible preferred stock in accordance with its obligations, the Series A redeemable convertible preferred stockholders may require the Company to redeem all or some of the Series A redeemable convertible preferred stock at a price equal to the greater of 100% of the stated value plus accrued and unpaid dividends or the product of the number of shares of common stock underlying the Series A redeemable convertible preferred stock and the closing price as of the occurrence of the triggering event. On or after August 5, 2017, each Series A redeemable convertible preferred stockholder can require the Company to redeem its Series A redeemable convertible preferred stock in cash at a price equal to 100% of the stated value being redeemed plus accrued and unpaid dividends. As of March 31, 2016 , there were no triggering events that would allow the holders of the Series A redeemable convertible preferred stock to require the Company to redeem any of the Series A redeemable convertible preferred stock and the Company does not expect to incur any triggering events in fiscal 2016 . As of March 31, 2016 , the Company did not fail any financial or non-financial covenants related to the Company's Series A redeemable convertible preferred stock. However, if the Company is unable to maintain compliance with the 2016 covenants, the Company intends to work with the holders of the Series A redeemable convertible preferred stock to obtain waivers for the failed covenants, as necessary. On July 24, 2015, the Company entered into an Independent Marketing Agreement with RFN Prime Marketing Inc., to provide among other items, certain sales and marketing deliverables to the Company in exchange for up to 2.55 million shares of restricted Company common stock which will be issued based on certain milestone achievements and/or transactions over a twenty-four month period. The restricted Company common stock will be valued as it is earned, and the resulting value will be recorded as an expense in the period in which the performance milestone is met and the stock is earned. As of March 31, 2016 , none of the performance milestones have been met, and therefore no restricted Company common stock has been issued. On July 24, 2015, the Company renewed its Employment Agreement (“Quinn Employment Agreement”) with Gary Quinn. Pursuant to the Quinn Employment Agreement, the Company agreed to continue to employ Mr. Quinn as President and Chief Executive Officer of the Company effective July 24, 2015, at an annual salary of $475,000 per annum, which will automatically renew every twelve (12) months unless either party gives notice to the other that it will not renew at least sixty (60) days prior to the end of the term. Among other items, The Quinn Employment Agreement also provided for the grant of 500,000 restricted shares which vest 50% and 50% based upon the achievement of two predetermined milestones of the Company’s Common Stock closing trading price for ninety (90) consecutive trading days. The 500,000 restricted shares were granted to Mr. Quinn by the Company’s Compensation Committee on July 28, 2015. As of March 31, 2016 , neither of the milestones related to this award have been met. From time to time, the Company has undertaken restructuring and expense control measures to support its business performance and to align the Company’s cost structure with its resources. During the third quarter of 2013, the Company adopted a restructuring plan intended to better align the Company’s cost structure with the skills and resources required to more effectively execute the Company’s long-term growth strategy and to support revenue levels the Company expects to achieve on a go forward basis (the “2013 Plan”). In connection with the 2013 Plan, the Company eliminated over 100 positions worldwide, implemented tighter expense controls, ceased non-core activities and closed or downsized several facilities. As of March 31, 2016 the restructuring accrual totaled $761,800 . The 2013 Plan was substantially completed by December 31, 2014; however, the Company expects the majority of the remaining accrued severance related costs to be paid once final settlement litigation is completed, which can be at various times over the next three to twenty-four months. In addition, as of March 31, 2016 , our liability for uncertain tax positions totaled $322,103 . At this time, the settlement period for the positions, including related accrued interest, cannot be determined. |
Series A Redeemable Convertible
Series A Redeemable Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Series A Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock On September 16, 2013, the Company issued to Hale Capital Partners, LP (“Hale”) 900,000 shares of the Company’s Series A redeemable convertible preferred stock, par value $0.001 per share, at a price of $10 per share, for an aggregate purchase consideration of $9.0 million , which was subsequently transferred to HCP-FVA LLC. Each share of Series A redeemable convertible preferred stock is convertible into common stock equivalents, at the option of the holder and upon certain mandatory conversion events described below, at a conversion rate of $1.02488 (as adjusted for stock splits, stock dividends, reverse stock splits, stock combinations, reclassifications and similar events). The Company received net proceeds of approximately $8.7 million from the issuance of the redeemable convertible preferred stock in 2013, net of transaction costs. If the volume weighted average price of common stock for each trading day of any 60 consecutive trading days exceeds 250% of the conversion price and exceeds 225% of the conversion price through the conversion date, and certain equity conditions are met such that shares of common stock issued upon conversion can be immediately salable by the redeemable convertible preferred stockholders, the Company can convert the redeemable convertible preferred stock up to an amount equal to the greater of 25% of the daily trading volume for the 20 consecutive trading days immediately preceding the conversion date or the amount of an identified bona fide block trade at a price reasonably acceptable to the applicable redeemable convertible preferred stockholder, but which price is not less than the arithmetic average of the weighted average prices of the common stock for the five trading days immediately preceding such sale. The holders of the Series A redeemable convertible preferred stock have veto power over certain future financings, and certain rights to participate in any subsequent financing, whether through debt or equity (subject to certain exclusions). In addition, the Company's agreements with the holders of the Series A redeemable convertible preferred stock provide that if, at the time of certain future debt or equity financings, the proceeds of which exceed $5.0 million , the holders of the Series A redeemable convertible preferred stock still have outstanding Series A redeemable convertible preferred stock, then the Company must offer to repurchase their Series A redeemable convertible preferred stock. The holders of the Series A redeemable convertible preferred stock have the right to accept the offer or to retain their Series A redeemable convertible preferred stock. If the Company does a financing, and the holders of the Series A redeemable convertible preferred stock elect to have their Series A redeemable convertible preferred stock repurchased, then the capital raised in excess of $5.0 million will go to repurchase the holders’ Series A redeemable convertible preferred stock, instead of being able to be used for our business. Upon consummation of a fundamental sale transaction, the Series A redeemable convertible preferred stock shall be redeemed at a per share redemption price equal to the greater of 250% of the per share purchase price of the Series A redeemable convertible preferred stock or the product of the number of shares of common stock underlying the Series A redeemable convertible preferred stock and the closing price immediately prior to such fundamental sale transaction. Upon certain triggering events, such as bankruptcy, insolvency or a material adverse effect, failure to achieve minimum financial covenants or failure of the Company to issue shares upon conversion of the Series A redeemable convertible preferred stock in accordance with its obligations, the Series A redeemable convertible preferred stockholders may require the Company to redeem all or some of the Series A redeemable convertible preferred stock at a price equal to the greater of 100% of the stated value plus accrued and unpaid dividends or the product of the number of shares of common stock underlying the Series A redeemable convertible preferred stock and the closing price as of the occurrence of the triggering event. On or after August 5, 2017, each Series A redeemable convertible preferred stockholder can require the Company to redeem its Series A redeemable convertible preferred stock in cash at a price equal to 100% of the stated value being redeemed plus accrued and unpaid dividends. If the Company does not have the funds necessary to redeem the Series A redeemable convertible preferred stock, the dividends accruing on any outstanding Series A redeemable convertible preferred stock will increase to prime plus 10% (from prime plus 5% ). For each six months that the Series A redeemable convertible preferred stock remains unredeemed, the dividend rate increases by 1% , subject to a maximum dividend rate of 19% . In addition, the Company's failure to redeem the Series A redeemable convertible preferred stock would be considered a “Breach Event” under the agreements with the holders of the Series A redeemable convertible preferred stock. If a Breach Event were to occur and the Company is in default under or has breached any provision in respect of its obligations to redeem the Series A redeemable convertible preferred stock, then, under the agreements with the holders of our Series A redeemable convertible preferred stock, the Company's Board of Directors would automatically be increased, with the holders of the Series A redeemable convertible preferred stock having the right to appoint the new directors, so that the holders of the Series A redeemable convertible preferred stock would have appointed a majority of the Board of Directors. This would give the holders of the Series A redeemable convertible preferred stock control of the Company. As of March 31, 2016 , there were no triggering events that would allow the holders of the Series A redeemable convertible preferred stock to require the Company to redeem any of the Series A redeemable convertible preferred stock and the Company does not expect to incur any triggering events in fiscal 2016. As of March 31, 2016 , the Company did not fail any financial or non-financial covenants related to the Company's Series A redeemable convertible preferred stock. However, if the Company is unable to maintain compliance with the 2016 covenants, the Company intends to work with the holders of the Series A redeemable convertible preferred stock to obtain waivers for the failed covenants, as necessary. Holders of the Series A redeemable convertible preferred stock are entitled to receive quarterly dividends at the Prime Rate (Wall Street Journal Eastern Edition) plus 5% (up to a maximum amount of 10%) , payable in cash, provided, that if the Company will not have at least $1.0 million in positive cash flow for any calendar quarter after giving effect to the payment of such dividends, the Company, at its election, can pay such dividends in whole or in part in cash, provided that cash flow from operations is not negative, and the remainder can be accrued or paid in common stock to the extent certain equity conditions are satisfied. In January 2016, the Company issued 103,200 shares of the Company's common stock to the holder of the Series A redeemable convertible preferred stock as payment for the fourth quarter 2015 dividend. As of March 31, 2016, the Company's liability for dividends to the holders of the Series A redeemable convertible preferred stock totaled $192,608 . The Company intends to pay this dividend through the issuance of its common stock during the second quarter of 2016. Each share of Series A redeemable convertible preferred stock has a vote equal to the number of shares of common stock into which the redeemable convertible preferred stock would be convertible as of the record date of September 13, 2013. The Company’s closing stock price on the record date was $1.23 per share, which results in voting power of an aggregate of 7,317,073 shares. In addition, holders of a majority of the Series A redeemable convertible preferred stock must approve certain actions, including any amendments to the Company's charter or bylaws that adversely affects the voting powers, preferences or other rights of the Series A redeemable convertible preferred stock; payment of dividends or distributions; any liquidation, capitalization, reorganization or any other fundamental transaction of the Company; issuance of certain equity securities senior to or in parity with the Series A redeemable convertible preferred stock as to dividend rights, redemption rights, liquidation preference and other rights; issuances of equity below the conversion price; incur any liens or borrowings other than non-convertible indebtedness from standard commercial lenders which does not exceed 80% of the Company’s accounts receivable; and the redemption or purchase of any capital stock of the Company. The Company has classified the Series A redeemable convertible preferred stock as temporary equity in the financial statements as it is subject to redemption at the option of the holder under certain circumstances. As a result of the Company’s analysis of all the embedded conversion and put features within the Series A redeemable convertible preferred stock, the contingent redemption put options in the Series A redeemable convertible preferred stock were determined to not be clearly and closely related to the debt-type host and also did not meet any other scope exceptions for derivative accounting. Therefore the contingent redemption put options are being accounted for as derivative instruments and the fair value of these derivative instruments were bifurcated from the Series A redeemable convertible preferred stock and recorded as a liability. The fair value of these derivative instruments and the loss (gain) recorded on the change in the fair value of these derivative instruments, which was included in “Interest and other income (loss), net” within the consolidated statement of operations, for the three months ended March 31, 2016 and 2015 , are as follows: Three Months Ended March 31, 2016 2015 Beginning Balance $ 82,024 $ 137,171 Total loss (gain) recognized in earnings 51,205 (28,133 ) Ending Balance $ 133,229 $ 109,038 At the time of issuance the Company recorded transaction costs, a beneficial conversion feature and the fair value allocated to the embedded derivatives as discounts to the Series A redeemable convertible preferred stock. These costs are being accreted to the Series A redeemable convertible preferred stock using the effective interest method through the stated redemption date of August 5, 2017, which represents the earliest redemption date of the instrument. The Company included deductions for accretion and accrued dividends as adjustments to net (loss) income attributable to common stockholders on the statement of operations for the three months ended March 31, 2016 and 2015 . The following represents a reconciliation of net (loss) income attributable to common stockholders for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Net (loss) income $ (4,296,612 ) $ 5,262,379 Effects of Series A redeemable convertible preferred stock: Less: Series A redeemable convertible preferred stock dividends 192,608 190,786 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 163,669 137,417 Net (loss) income attributable to common stockholders $ (4,652,889 ) $ 4,934,176 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The changes in Accumulated Other Comprehensive (Loss) Income, net of tax, for the three months ended March 31, 2016 are as follows: Foreign Currency Net Unrealized (Losses) Gains on Marketable Net Minimum Total Accumulated other comprehensive (loss) income at December 31, 2015 $ (1,726,994 ) $ (3,406 ) $ 27,186 $ (1,703,214 ) Other comprehensive (loss) income Other comprehensive (loss) income before reclassifications (227,415 ) 4,467 1,973 (220,975 ) Amounts reclassified from accumulated other comprehensive (loss) income — (428 ) 1,203 775 Total other comprehensive (loss) income (227,415 ) 4,039 3,176 (220,200 ) Accumulated other comprehensive (loss) income at March 31, 2016 $ (1,954,409 ) $ 633 $ 30,362 $ (1,923,414 ) The changes in Accumulated Other Comprehensive (Loss) Income, net of tax, for the three months ended March 31, 2015 are as follows: Foreign Currency Net Unrealized Net Minimum Total Accumulated other comprehensive (loss) income at December 31, 2014 $ (1,536,495 ) $ (1,408 ) $ 26,613 $ (1,511,290 ) Other comprehensive (loss) income Other comprehensive (loss) income before reclassifications (26,501 ) 3,991 811 (21,699 ) Amounts reclassified from accumulated other comprehensive (loss) income — 28 1,656 1,684 Total other comprehensive (loss) income (26,501 ) 4,019 2,467 (20,015 ) Accumulated other comprehensive (loss) income at March 31, 2015 $ (1,562,996 ) $ 2,611 $ 29,080 $ (1,531,305 ) For the three months ended March 31, 2016 and 2015 , the amounts reclassified to net loss related to the Company’s defined benefit plan and maturity of marketable securities. These amounts are included within “ Operating (loss) income ” within the condensed consolidated statements of operations. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Stock Repurchase Activity On April 22, 2015, the Company’s Board of Directors (the "Board") approved a new stock buy-back program (the "Repurchase Program"). The Repurchase Program authorizes management to repurchase in the aggregate up to five million shares of the Company's common stock. Repurchases may be made by the Company from time to time in open-market or privately-negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The Repurchase Program superseded and replaced the Company's prior stock buy-back program. The Repurchase Program does not obligate the Company to make repurchases at any specific time or situation. The Company was required to obtain approvals from the Series A redeemable convertible preferred stockholders for the Repurchase Program. The Repurchase Program does not have an expiration date and may be amended or terminated by the Board at any time without prior notice. During the three months ended March 31, 2016 and 2015 , the Company did not repurchase any shares of its common stock. As of March 31, 2016 , the Company had the authorization to repurchase 4,907,839 shares of its common stock based upon its judgment and market conditions. Independent Marketing Agreement On July 24, 2015, the Company entered into an Independent Marketing Agreement with RFN Prime Marketing Inc., to provide among other items, certain sales and marketing deliverables to the Company in exchange for up to 2.55 million shares of restricted Company common stock which will be issued based on certain milestone achievements and/or transactions over a twenty-four month period. The restricted Company common stock will be valued as it is earned, and the resulting value will be recorded as an expense in the period in which the performance milestone is met and the stock is earned. As of March 31, 2016 , none of the performance milestones have been met, and therefore no restricted Company common stock has been issued. |
Litigation
Litigation | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | Litigation In view of the inherent difficulty of predicting the outcome of litigation, particularly where the claimants seek very large or indeterminate damages, the Company generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines or penalties related to each pending matter may be. In accordance with the authoritative guidance issued by the FASB on contingencies, the Company accrues anticipated costs of settlement, damages and losses for claims to the extent specific losses are probable and estimable. The Company records a receivable for insurance recoveries when such amounts are probable and collectable. In such cases, there may be an exposure to loss in excess of any amounts accrued. If, at the time of evaluation, the loss contingency related to a litigation is not both probable and estimable, the matter will continue to be monitored for further developments that would make such loss contingency both probable and estimable and, the Company will expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, the Company will accrue the minimum amount of the range. Other Claims The Company is subject to various legal proceedings and claims, asserted or unasserted, which arise in the ordinary course of business. While the outcome of any such matters cannot be predicted with certainty, such matters are not expected to have a material adverse effect on the Company’s financial condition or operating results. The Company continues to assess certain litigation and claims to determine the amounts, if any, that the Company believes may be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could materially adversely impact the Company’s financial results, its cash flows and its cash reserves. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company is organized in a single operating segment for purposes of making operating decisions and assessing performance. Revenue from the United States to customers in the following geographical areas for the three months ended March 31, 2016 and 2015 , and the location of long-lived assets as of March 31, 2016 and December 31, 2015 , are summarized as follows: Three Months Ended March 31, 2016 2015 Revenue: Americas $ 2,385,725 $ 14,400,519 Asia Pacific 2,737,193 2,680,316 Europe, Middle East, Africa and Other 2,309,413 2,859,041 Total Revenue $ 7,432,331 $ 19,939,876 March 31, 2016 December 31, 2015 Long-lived assets: Americas $ 7,084,072 $ 7,519,787 Asia Pacific 643,256 650,633 Europe, Middle East, Africa and Other 128,550 168,241 Total long-lived assets $ 7,855,878 $ 8,338,661 For the three months ended March 31, 2016 , the Company had one customer that accounted for 11% of total revenue. For the three months ended March 31, 2015 , the Company had one customer that accounted for 56% of total revenue. This revenue related to our joint development agreement with Violin Memory, Inc., and did not repeat in 2016. As of March 31, 2016 , the Company had two customers that accounted for 10% or more of the gross accounts receivable balance. As of December 31, 2015 , the Company had two customers that accounted for 10% or more of the gross accounts receivable balance. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs From time to time, the Company has undertaken restructuring and expense control measures to support its business performance and to align the Company’s cost structure with its resources. In the third quarter of 2013, the Company adopted the 2013 Plan to better align the Company’s cost structure with the skills and resources required to more effectively execute the Company’s long-term growth strategy and to support revenue levels the Company expects to achieve on a go forward basis. In connection with the 2013 Plan, the Company eliminated over 100 positions worldwide, implemented tighter expense controls, ceased non-core activities and closed or downsized several facilities. The 2013 Plan was substantially completed by December 31, 2014; however, we expect the majority of the severance related costs to be paid once final settlement litigation is completed, which can be at various times over the next three to twenty-four months. The following table summarizes the activity related to restructuring liabilities recorded in connection with the 2013 Plan: Severance related costs Facility and other costs Total Original charge $ 3,179,131 $ 426,889 $ 3,606,020 Utilized/Paid (2,067,554 ) (231,973 ) (2,299,527 ) Balance at December 31, 2013 $ 1,111,577 $ 194,916 $ 1,306,493 Provisions/Additions 365,174 770,136 1,135,310 Utilized/Paid (653,325 ) (759,563 ) (1,412,888 ) Balance at December 31, 2014 $ 823,426 $ 205,489 $ 1,028,915 Provisions/Additions 55,527 117,468 172,995 Utilized/Paid (161,313 ) (307,935 ) (469,248 ) Balance at December 31, 2015 $ 717,640 $ 15,022 $ 732,662 Provisions/Additions 76,030 7,954 83,984 Utilized/Paid (36,531 ) (18,315 ) (54,846 ) Balance at March 31, 2016 $ 757,139 $ 4,661 $ 761,800 The severance related liabilities and facility and other liabilities are included within “accrued expenses” and "accounts payable" in the accompanying condensed consolidated balance sheets. The expenses under the 2013 Plan are included within “restructuring costs” in the accompanying condensed consolidated statements of operations. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Nature of Operations | The Company and Nature of Operations FalconStor Software, Inc., a Delaware Corporation (the "Company"), is a leading software-defined storage company offering a converged data services software platform that is hardware agnostic. As a global company, our vision is to deliver enterprise class, software-defined, intelligent data services combined with predictive analytics across any primary or secondary storage hardware, in the cloud or on premise. The Company mission is to help IT organizations realize more economic value out of existing environments and any future storage investments while reducing complexity, maximizing flexibility and improving operational efficiency. Our award-winning solutions are available and supported worldwide by OEMs as well as leading service providers, system integrators, resellers and the Company. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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’s significant estimates include those related to revenue recognition, accounts receivable allowances, share-based payment compensation, valuation of derivatives, capitalizable software development costs, valuation of goodwill and other intangible assets and income taxes. Actual results could differ from those estimates. The financial market volatility in many countries where the Company operates has impacted and may continue to impact the Company’s business. Such conditions could have a material impact to the Company’s significant accounting estimates discussed above. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at March 31, 2016 , and the results of its operations for the three months ended March 31, 2016 and 2015 . The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (" 2015 Form 10-K"). |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In November 2014, the Financial Accounting Standards Board (the "FASB") issued new guidance which requires an entity to determine whether the host contract in a hybrid financial instrument issued in the form of a share is more akin to debt or to equity by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract. The effects of initially adopting the amendments in this update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, which for the Company was the first quarter of 2016. The adoption of this new accounting guidance by Company did not have any impact on the Company's consolidated financial position, results of operations or cash flows. In August 2014, the FASB issued new guidance which requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the financial statements are available to be issued when applicable), and to provide related footnote disclosures in certain circumstances. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter, which for the Company is the annual period ending December 31, 2016. The adoption of this new accounting guidance by Company did not have any impact on the Company's consolidated financial position, results of operations or cash flows. (f) Recently Issued Accounting Pronouncements In March 2016, the FASB issued new guidance on accounting for employee share-based payment awards to simplify the accounting related to several aspects of accounting for share-based payment transactions, including income tax consequences of share-based payment transactions, classification of awards as either equity or liabilities, forfeitures, and classification on the statement of cash flows. The new standard is effective for the annual period beginning after December 15, 2016, including interim reporting periods within that period, which for the Company will be the annual period ending December 31, 2017. Early adoption, including adoption in an interim period, is permitted. The standard requires the use of several transition methods including a modified retrospective transition method, retrospective method and prospective method. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued new guidance on leases to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This new guidance will replace existing guidance on leases in accounting principles generally accepted in the United States when it becomes effective. The new standard is effective for the annual period beginning after December 15, 2018, including interim reporting periods within that period, which for the Company will be the annual period ending December 31, 2019. Early application is permitted. The standard requires the use of a modified retrospective transition method; however, certain optional practical expedients may be applied. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures. In January 2016, the FASB issued new guidance on the recognition, measurement, presentation and disclosure of financial assets and financial liabilities. The standard (i) requires an entity to measure equity investments, except those accounted for under the equity method of accounting or those that result in consolidation of the investee, at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring an entity to perform a qualitative assessment to identify impairment, (iii) changes certain presentation and disclosure requirements related to financial assets and financial liabilities, and (iv) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, which for the Company will be the annual period ending December 31, 2018. Early adoption, including adoption in an interim period, is not permitted except for certain amendments in this update. The Company has not yet adopted this guidance and currently does not expect the adoption of the new guidance by the Company to have a significant impact on the Company's financial results. In November 2015, the FASB issued new guidance which requires an entity to classify deferred tax liabilities and assets, along with any related valuation allowance, as non-current in its consolidated balance sheet. The amendments in this update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, which for the Company will be the annual period ending December 31, 2017. Early adoption, including adoption in an interim period, is permitted. The Company has not yet adopted this guidance and currently does not expect the adoption of the new guidance by the Company to have a significant impact on the Company's financial results. In May 2014, the FASB issued new guidance which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This new guidance will replace most existing revenue recognition guidance in Generally Accepted Accounting Principles in the United States when it becomes effective. The new standard is effective for the annual period beginning after December 15, 2017, including interim reporting periods within that period, which for the Company will be the annual period ending December 31, 2018. Early application as of January 1, 2017 is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its financial reporting. |
Revenue Recognition | Revenue Recognition The Company derives its revenue from sales of its products, support and services. Product revenue consists of the Company’s software integrated with industry standard hardware and sold as complete turn-key integrated solutions, as stand-alone software applications or sold on a subscription or consumption basis. Depending on the nature of the arrangement revenue related to turn-key solutions and stand-alone software applications are generally recognized upon shipment and delivery of license keys. For certain arrangements revenue is recognized based on usage or ratably over the term of the arrangement. Support and services revenue consists of both maintenance revenues and professional services revenues. Revenue is recorded net of applicable sales taxes. In accordance with the authoritative guidance issued by the FASB on revenue recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, the fee is fixed or determinable, delivery has occurred, and collection of the resulting receivable is deemed probable. Products delivered to a customer on a trial basis are not recognized as revenue until the trial period has ended and acceptance has occurred by the customer. Reseller and distributor customers typically send the Company a purchase order when they have an end user identified. For bundled arrangements that include either maintenance or both maintenance and professional services, the Company uses the residual method to determine the amount of product revenue to be recognized. Under the residual method, consideration is allocated to the undelivered elements based upon vendor-specific objective evidence (“VSOE”) of the fair value of those elements, with the residual of the arrangement fee allocated to and recognized as product revenue. If VSOE does not exist for all undelivered elements of an arrangement, the Company recognizes total revenue from the arrangement ratably over the term of the maintenance agreement. The Company's long-term portion of deferred revenue consists of (i) payments received for maintenance contracts with terms in excess of one year as of the balance sheet date, and (ii) payments received for product sales bundled with multiple years of maintenance but for which VSOE did not exist for all undelivered elements of the arrangement. The Company provides an allowance for product returns as a reduction of revenue, based upon historical experience and known or expected trends. When more than one element, such as hardware, software and services are contained in a single arrangement, the Company will first allocate revenue based upon the relative selling price into two categories: (1) non-software components, such as hardware and any hardware-related items, as required system software that functions with the hardware to deliver the essential functionality of the hardware and related post-contract customer support, and software as service subscriptions and (2) software components and applications, such as post-contract customer support and other services. The Company will then allocate revenue within the non-software category to each element based upon their relative selling price using a hierarchy of VSOE, third-party evidence of selling price (“TPE”) or estimated selling prices (“ESP”), if VSOE or TPE does not exist. The Company will allocate revenue within the software category to the undelivered elements based upon their fair value using VSOE with the residual revenue allocated to the delivered elements. If the Company cannot objectively determine the VSOE of the fair value of any undelivered software element, the Company will defer revenue for all software components until all elements are delivered and services have been performed, until fair value can objectively be determined for any remaining undelivered elements, or until software maintenance is the only undelivered element which the Company does not have VSOE for, in which case revenue is recognized over the maintenance term for all software elements. Revenues associated with maintenance services are deferred and recognized as revenue ratably over the term of the contract. Revenues associated with software implementation and software engineering services are recognized when the services are performed. Costs of providing these services are included in cost of support and services. The Company has entered into various distribution, licensing and joint promotion agreements with OEMs, whereby the Company has provided to the OEM a non-exclusive software license to install the Company’s software on certain hardware or to resell the Company’s software in exchange for payments based on the products distributed by these OEMs. Such payments from the OEM or distributor are recognized as revenue in the period reported by the OEM. From time to time the Company will enter into funded software development arrangements. Under such arrangements, revenue recognition will not commence until final delivery and/or acceptance of the product. For arrangements where the Company has VSOE for the undelivered elements, the Company will follow the residual method and recognize product revenue upon final delivery and/or acceptance of the product. For arrangements where the Company does not have VSOE for the undelivered elements, the Company will recognize the entire arrangement fee ratably commencing at the time of final delivery and/or acceptance through the end of the service period in the arrangement. Certain arrangements, for which VSOE of fair value for the undelivered maintenance elements cannot be established, are accounted for as a single unit of account. The revenue recognized from single units of accounting are typically allocated and classified on the consolidated statements of operations as product revenue and support and services revenue. Since VSOE cannot be established, VSOE of similar maintenance offerings provides the basis for the support and services revenue classification, and the remaining residual consideration provides the basis for the product revenue classification. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following represents the common stock equivalents that were excluded from the computation of diluted shares outstanding because their effect would have been anti-dilutive for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Stock options and restricted stock 8,163,531 5,308,716 Series A redeemable convertible preferred stock 8,781,516 — Total anti-dilutive common stock equivalents 16,945,047 5,308,716 |
Computation of Earnings Per Share | The following represents a reconciliation of the numerators and denominators of the basic and diluted EPS computation: Three Months Ended March 31, 2016 2015 Numerator Net (loss) income $ (4,296,612 ) $ 5,262,379 Effects of Series A redeemable convertible preferred stock: Less: Series A redeemable convertible preferred stock dividends 192,608 190,786 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 163,669 137,417 Net (loss) income attributable to common stockholders $ (4,652,889 ) $ 4,934,176 Denominator Weighted average basic shares outstanding 41,882,232 40,935,380 Effect of dilutive securities: Stock options and restricted stock — 1,547,351 Series A redeemable convertible preferred stock — 8,781,516 Weighted average diluted shares outstanding 41,882,232 51,264,247 EPS Basic net (loss) income per share attributable to common stockholders $ (0.11 ) $ 0.12 Diluted net (loss) income per share attributable to common stockholders $ (0.11 ) $ 0.10 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | At March 31, 2016 and December 31, 2015 , inventories are as follows: March 31, 2016 December 31, 2015 Finished systems $ 30,029 $ 70,534 Total Inventory $ 30,029 $ 70,534 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The gross carrying amount and accumulated depreciation of property and equipment as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 December 31, 2015 Property and Equipment: Gross carrying amount $ 19,657,177 $ 19,513,607 Accumulated depreciation (18,200,935 ) (17,947,675 ) Property and Equipment, net $ 1,456,242 $ 1,565,932 |
Software Development Costs (Tab
Software Development Costs (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Research and Development [Abstract] | |
Summary of Software Development Costs | The gross carrying amount and accumulated amortization of software development costs as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 December 31, 2015 Software development costs: Gross carrying amount $ 2,917,215 $ 3,037,215 Accumulated amortization (2,050,892 ) (1,920,399 ) Software development costs, net $ 866,323 $ 1,116,816 |
Goodwill and Other Intangible31
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The gross carrying amount and accumulated amortization of goodwill and other intangible assets as of March 31, 2016 and December 31, 2015 are as follows: March 31, 2016 December 31, 2015 Goodwill $ 4,150,339 $ 4,150,339 Other intangible assets: Gross carrying amount $ 3,630,203 $ 3,609,524 Accumulated amortization (3,394,864 ) (3,353,387 ) Net carrying amount $ 235,339 $ 256,137 |
Share-Based Payment Arrangeme32
Share-Based Payment Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Details of Stock Option Plan | The following table summarizes the plans under which the Company was able to grant equity compensation as of March 31, 2016 : Shares Shares Available Shares Last Date for Grant Name of Plan Authorized for Grant Outstanding of Shares FalconStor Software, Inc., 2006 Incentive Stock Plan 13,455,546 2,639,109 7,585,720 May 17, 2016 FalconStor Software, Inc., 2013 Outside Directors Equity Compensation Plan 400,000 210,000 133,900 May 9, 2016 |
Schedule of Equity Awards Outstanding | The following table summarizes the Company’s equity plans that have expired but that still have equity awards outstanding as of March 31, 2016 : Name of Plan Shares Available for Grant Shares Outstanding FalconStor Software, Inc., 2000 Stock Option Plan — 243,911 2004 Outside Directors Stock Option Plan — 40,000 FalconStor Software, Inc., 2007 Outside Directors Equity Compensation Plan — 160,000 |
Schedule Of Share Based Compensation Recognized | The Company recognized share-based compensation expense for all awards issued under the Company’s stock equity plans in the following line items in the condensed consolidated statements of operations for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Cost of revenue - Product $ — $ — Cost of revenue - Support and Service 24,771 18,810 Research and development costs 746,162 73,020 Selling and marketing 67,730 88,070 General and administrative 151,947 194,906 $ 990,610 $ 374,806 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured On Recurring Basis | The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2016 : Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets Significant other Inputs Significant Unobservable Inputs Cash equivalents: Money market funds and commercial paper $ 3,691,796 $ 3,691,796 $ — $ — Corporate debt and government securities 1,879,651 — 1,879,651 — Total cash equivalents 5,571,447 3,691,796 1,879,651 — Marketable securities: Corporate debt and government securities 3,090,791 — 3,090,791 — Total marketable securities 3,090,791 — 3,090,791 — Derivative liabilities: Derivative Instruments 133,229 — — 133,229 Total derivative liabilities 133,229 — — 133,229 Total assets and liabilities measured at fair value $ 8,795,467 $ 3,691,796 $ 4,970,442 $ 133,229 The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2015 : Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets Significant other Inputs Significant Unobservable Inputs Cash equivalents: Money market funds and commercial paper $ 2,725,094 $ 2,725,094 $ — $ — Total cash equivalents 2,725,094 2,725,094 — — Marketable securities: Corporate debt and government securities 7,420,042 — 7,420,042 — Total marketable securities 7,420,042 — 7,420,042 — Derivative liabilities: Derivative Instruments 82,024 — — 82,024 Total derivative liabilities 82,024 — — 82,024 Total assets and liabilities measured at fair value $ 10,227,160 $ 2,725,094 $ 7,420,042 $ 82,024 |
Fair Value Measurements using Significant Unobservable Inputs | The following table presents a reconciliation of the beginning and ending balances of the Company's liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2016 and March 31, 2015 : Three Months Ended March 31, 2016 2015 Beginning Balance $ 82,024 $ 137,171 Total loss (gain) recognized in earnings 51,205 (28,133 ) Ending Balance $ 133,229 $ 109,038 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule Of Available For Sale Securities | The cost and fair values of the Company’s available-for-sale marketable securities as of March 31, 2016 , are as follows: Aggregate Cost or Amortized Net Unrealized Government securities $ 2,551,200 $ 2,550,589 $ 611 Corporate debt securities 539,591 539,569 22 Marketable Securities $ 3,090,791 $ 3,090,158 $ 633 The cost and fair values of the Company’s available-for-sale marketable securities as of December 31, 2015 , are as follows: Aggregate Cost or Amortized Net Unrealized Government securities $ 6,560,303 $ 6,562,792 $ (2,489 ) Corporate debt securities 859,739 860,656 (917 ) Marketable Securities $ 7,420,042 $ 7,423,448 $ (3,406 ) |
Schedule of cost basis and fair value of available-for-sale securities by contractual maturity | The cost and fair values of available-for-sale securities by contractual maturity as of March 31, 2016 , were as follows: Fair Value Cost Due within one year $ 3,090,791 $ 3,090,158 Due after one year — — $ 3,090,791 $ 3,090,158 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments for Operating Leases | The following is a schedule of future minimum lease payments for all operating leases as of March 31, 2016 : 2016 $ 1,552,311 2017 1,592,707 2018 1,361,341 2019 1,402,181 2020 1,444,247 Thereafter 491,020 $ 7,843,807 |
Series A Redeemable Convertib36
Series A Redeemable Convertible Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Embedded Derivative Instruments Rollforward | The fair value of these derivative instruments and the loss (gain) recorded on the change in the fair value of these derivative instruments, which was included in “Interest and other income (loss), net” within the consolidated statement of operations, for the three months ended March 31, 2016 and 2015 , are as follows: Three Months Ended March 31, 2016 2015 Beginning Balance $ 82,024 $ 137,171 Total loss (gain) recognized in earnings 51,205 (28,133 ) Ending Balance $ 133,229 $ 109,038 |
Reconciliation of net (loss) income attributable to common stockholders | The following represents a reconciliation of net (loss) income attributable to common stockholders for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Net (loss) income $ (4,296,612 ) $ 5,262,379 Effects of Series A redeemable convertible preferred stock: Less: Series A redeemable convertible preferred stock dividends 192,608 190,786 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 163,669 137,417 Net (loss) income attributable to common stockholders $ (4,652,889 ) $ 4,934,176 |
Accumulated Other Comprehensi37
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive loss | The changes in Accumulated Other Comprehensive (Loss) Income, net of tax, for the three months ended March 31, 2016 are as follows: Foreign Currency Net Unrealized (Losses) Gains on Marketable Net Minimum Total Accumulated other comprehensive (loss) income at December 31, 2015 $ (1,726,994 ) $ (3,406 ) $ 27,186 $ (1,703,214 ) Other comprehensive (loss) income Other comprehensive (loss) income before reclassifications (227,415 ) 4,467 1,973 (220,975 ) Amounts reclassified from accumulated other comprehensive (loss) income — (428 ) 1,203 775 Total other comprehensive (loss) income (227,415 ) 4,039 3,176 (220,200 ) Accumulated other comprehensive (loss) income at March 31, 2016 $ (1,954,409 ) $ 633 $ 30,362 $ (1,923,414 ) The changes in Accumulated Other Comprehensive (Loss) Income, net of tax, for the three months ended March 31, 2015 are as follows: Foreign Currency Net Unrealized Net Minimum Total Accumulated other comprehensive (loss) income at December 31, 2014 $ (1,536,495 ) $ (1,408 ) $ 26,613 $ (1,511,290 ) Other comprehensive (loss) income Other comprehensive (loss) income before reclassifications (26,501 ) 3,991 811 (21,699 ) Amounts reclassified from accumulated other comprehensive (loss) income — 28 1,656 1,684 Total other comprehensive (loss) income (26,501 ) 4,019 2,467 (20,015 ) Accumulated other comprehensive (loss) income at March 31, 2015 $ (1,562,996 ) $ 2,611 $ 29,080 $ (1,531,305 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenues And Long Lived Assets By Geographical Areas | The Company is organized in a single operating segment for purposes of making operating decisions and assessing performance. Revenue from the United States to customers in the following geographical areas for the three months ended March 31, 2016 and 2015 , and the location of long-lived assets as of March 31, 2016 and December 31, 2015 , are summarized as follows: Three Months Ended March 31, 2016 2015 Revenue: Americas $ 2,385,725 $ 14,400,519 Asia Pacific 2,737,193 2,680,316 Europe, Middle East, Africa and Other 2,309,413 2,859,041 Total Revenue $ 7,432,331 $ 19,939,876 March 31, 2016 December 31, 2015 Long-lived assets: Americas $ 7,084,072 $ 7,519,787 Asia Pacific 643,256 650,633 Europe, Middle East, Africa and Other 128,550 168,241 Total long-lived assets $ 7,855,878 $ 8,338,661 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule Of Restructuring Costs | The following table summarizes the activity related to restructuring liabilities recorded in connection with the 2013 Plan: Severance related costs Facility and other costs Total Original charge $ 3,179,131 $ 426,889 $ 3,606,020 Utilized/Paid (2,067,554 ) (231,973 ) (2,299,527 ) Balance at December 31, 2013 $ 1,111,577 $ 194,916 $ 1,306,493 Provisions/Additions 365,174 770,136 1,135,310 Utilized/Paid (653,325 ) (759,563 ) (1,412,888 ) Balance at December 31, 2014 $ 823,426 $ 205,489 $ 1,028,915 Provisions/Additions 55,527 117,468 172,995 Utilized/Paid (161,313 ) (307,935 ) (469,248 ) Balance at December 31, 2015 $ 717,640 $ 15,022 $ 732,662 Provisions/Additions 76,030 7,954 83,984 Utilized/Paid (36,531 ) (18,315 ) (54,846 ) Balance at March 31, 2016 $ 757,139 $ 4,661 $ 761,800 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Detail Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Basis of Presentation [Abstract] | ||
Working Capital Deficiency | $ 5,400,000 | |
Deferred revenue, net | $ 16,747,873 | $ 16,553,519 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | ||
Product revenue from license agreement | $ 0 | $ 11,300,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock equivalents | 16,945,047 | 5,308,716 |
Stock options and restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock equivalents | 8,163,531 | 5,308,716 |
Series A redeemable convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock equivalents | 8,781,516 | 0 |
Earnings Per Share (Details 1)
Earnings Per Share (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator | ||
Net (loss) income | $ (4,296,612) | $ 5,262,379 |
Effects of Series A redeemable convertible preferred stock: | ||
Less: Series A redeemable convertible preferred stock dividends | 192,608 | 190,786 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 163,669 | 137,417 |
Net (loss) income attributable to common stockholders | $ (4,652,889) | $ 4,934,176 |
Denominator | ||
Weighted average basic shares outstanding (in shares) | 41,882,232 | 40,935,380 |
Effect of dilutive securities: | ||
Stock options and restricted stock | 0 | 1,547,351 |
Series A redeemable convertible preferred stock | 0 | 8,781,516 |
Weighted average diluted shares outstanding (in shares) | 41,882,232 | 51,264,247 |
Basic net (loss) income per share attributable to common stockholders (in dollars per share) | $ (0.11) | $ 0.12 |
Diluted net (loss) income per share attributable to common stockholders (in dollars per share) | $ (0.11) | $ 0.10 |
Inventories (Details)
Inventories (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished systems | $ 30,029 | $ 70,534 |
Total Inventory | $ 30,029 | $ 70,534 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Gross carrying amount | $ 19,657,177 | $ 19,513,607 | |
Accumulated depreciation | (18,200,935) | (17,947,675) | |
Property and Equipment, net | 1,456,242 | $ 1,565,932 | |
Depreciation expense | $ 224,901 | $ 371,829 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Research and Development [Abstract] | |||
Gross carrying amount | $ 2,917,215 | $ 3,037,215 | |
Accumulated amortization | (2,050,892) | (1,920,399) | |
Software development costs, net | 866,323 | $ 1,116,816 | |
Capitalized computer software amortization | $ 130,493 | $ 130,591 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 4,150,339 | $ 4,150,339 | |
Other intangible assets: | |||
Gross carrying amount | 3,630,203 | 3,609,524 | |
Accumulated amortization | (3,394,864) | (3,353,387) | |
Net carrying amount | 235,339 | $ 256,137 | |
Amortization of intangible assets | $ 41,477 | $ 35,318 |
Share-Based Payment Arrangeme48
Share-Based Payment Arrangements (Details) | 3 Months Ended |
Mar. 31, 2016shares | |
FalconStor Software, Inc., 2006 Incentive Stock Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 13,455,546 |
Shares Available for Grant | 2,639,109 |
Shares Outstanding | 7,585,720 |
Last date for grant of shares | May 17, 2016 |
FalconStor Software, Inc., 2013 Outside Directors Equity Compensation Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 400,000 |
Shares Available for Grant | 210,000 |
Shares Outstanding | 133,900 |
Last date for grant of shares | May 9, 2016 |
Share-Based Payment Arrangeme49
Share-Based Payment Arrangements (Details 1) | Mar. 31, 2016shares |
FalconStor Software, Inc., 2000 Stock Option Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant | 0 |
Shares Outstanding | 243,911 |
2004 Outside Directors Stock Option Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant | 0 |
Shares Outstanding | 40,000 |
FalconStor Software, Inc., 2007 Outside Directors Equity Compensation Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant | 0 |
Shares Outstanding | 160,000 |
Share-Based Payment Arrangeme50
Share-Based Payment Arrangements (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 990,610 | $ 374,806 |
Cost of revenue - Product | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 0 | 0 |
Cost of revenue - Support and Service | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 24,771 | 18,810 |
Research and development costs | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 746,162 | 73,020 |
Selling and marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 67,730 | 88,070 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 151,947 | $ 194,906 |
Share-Based Payment Arrangeme51
Share-Based Payment Arrangements (Detail Narrative) - USD ($) | Apr. 27, 2016 | Apr. 01, 2016 | Mar. 07, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Sep. 13, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 990,610 | $ 374,806 | ||||
Stock Price (in dollars per share) | $ 1.23 | |||||
Subsequent Event | FalconStor Software, Inc., 2016 Incentive Stock Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares Authorized | 1,500,000 | |||||
Expiration period | 10 years | |||||
Subsequent Event | FalconStor Software, Inc., 2016 Outside Directors Equity Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares Authorized | 400,000 | |||||
Expiration period | 10 years | |||||
Cumulus Logic, LLC | Non-Employee Consultants | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued for services | $ 765,000 | |||||
Stock Price (in dollars per share) | $ 1.38 | |||||
Cumulus Logic, LLC | Non-Employee Consultants | Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued for services | $ 892,500 | |||||
Stock Price (in dollars per share) | $ 1.33 | |||||
Cumulus Logic, LLC | Non-Employee Consultants | Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued for services (in shares) | 507,070 | |||||
Cumulus Logic, LLC | Non-Employee Consultants | Common Stock | Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued for services (in shares) | 591,582 | |||||
Research and development costs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 746,162 | $ 73,020 | ||||
Research and development costs | Cumulus Logic, LLC | Non-Employee Consultants | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 699,757 | |||||
Research and development costs | Cumulus Logic, LLC | Non-Employee Consultants | Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 786,804 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision | $ 125,147 | $ 647,505 | |
Effective income tax rate | (3.00%) | 11.00% | |
Valuation allowance | $ 38,300,000 | ||
Unrecognized tax benefits | 217,289 | $ 217,289 | |
Unrecognized tax benefits impact on effective tax rate | 322,103 | ||
Unrecognized tax benefits, interest on income taxes accrued | $ 104,814 | $ 100,202 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Derivative liabilities: | ||||
Derivative Instruments | $ 133,229 | $ 82,024 | $ 109,038 | $ 137,171 |
Recurring | ||||
Cash equivalents: | ||||
Total cash equivalents | 5,571,447 | 2,725,094 | ||
Marketable securities: | ||||
Total marketable securities | 3,090,791 | 7,420,042 | ||
Derivative liabilities: | ||||
Derivative Instruments | 133,229 | 82,024 | ||
Total derivative liabilities | 133,229 | 82,024 | ||
Total assets and liabilities measured at fair value | 8,795,467 | 10,227,160 | ||
Fair Value, Inputs, Level 1 | Recurring | ||||
Cash equivalents: | ||||
Total cash equivalents | 3,691,796 | 2,725,094 | ||
Marketable securities: | ||||
Total marketable securities | 0 | 0 | ||
Derivative liabilities: | ||||
Derivative Instruments | 0 | 0 | ||
Total derivative liabilities | 0 | 0 | ||
Total assets and liabilities measured at fair value | 3,691,796 | 2,725,094 | ||
Fair Value, Inputs, Level 2 | Recurring | ||||
Cash equivalents: | ||||
Total cash equivalents | 1,879,651 | 0 | ||
Marketable securities: | ||||
Total marketable securities | 3,090,791 | 7,420,042 | ||
Derivative liabilities: | ||||
Derivative Instruments | 0 | 0 | ||
Total derivative liabilities | 0 | 0 | ||
Total assets and liabilities measured at fair value | 4,970,442 | 7,420,042 | ||
Fair Value, Inputs, Level 3 | Recurring | ||||
Cash equivalents: | ||||
Total cash equivalents | 0 | 0 | ||
Marketable securities: | ||||
Total marketable securities | 0 | 0 | ||
Derivative liabilities: | ||||
Derivative Instruments | 133,229 | 82,024 | ||
Total derivative liabilities | 133,229 | 82,024 | ||
Total assets and liabilities measured at fair value | 133,229 | 82,024 | ||
Corporate debt and government securities | Recurring | ||||
Marketable securities: | ||||
Total marketable securities | 3,090,791 | 7,420,042 | ||
Corporate debt and government securities | Fair Value, Inputs, Level 1 | Recurring | ||||
Marketable securities: | ||||
Total marketable securities | 0 | 0 | ||
Corporate debt and government securities | Fair Value, Inputs, Level 2 | Recurring | ||||
Marketable securities: | ||||
Total marketable securities | 3,090,791 | 7,420,042 | ||
Corporate debt and government securities | Fair Value, Inputs, Level 3 | Recurring | ||||
Marketable securities: | ||||
Total marketable securities | 0 | 0 | ||
Money Market Funds and Commercial Paper [Domain] | Recurring | ||||
Cash equivalents: | ||||
Total cash equivalents | 3,691,796 | 2,725,094 | ||
Money Market Funds and Commercial Paper [Domain] | Fair Value, Inputs, Level 1 | Recurring | ||||
Cash equivalents: | ||||
Total cash equivalents | 3,691,796 | 2,725,094 | ||
Money Market Funds and Commercial Paper [Domain] | Fair Value, Inputs, Level 2 | Recurring | ||||
Cash equivalents: | ||||
Total cash equivalents | 0 | 0 | ||
Money Market Funds and Commercial Paper [Domain] | Fair Value, Inputs, Level 3 | Recurring | ||||
Cash equivalents: | ||||
Total cash equivalents | 0 | $ 0 | ||
Corporate debt and government securities | Recurring | ||||
Cash equivalents: | ||||
Total cash equivalents | 1,879,651 | |||
Corporate debt and government securities | Fair Value, Inputs, Level 1 | Recurring | ||||
Cash equivalents: | ||||
Total cash equivalents | 0 | |||
Corporate debt and government securities | Fair Value, Inputs, Level 2 | Recurring | ||||
Cash equivalents: | ||||
Total cash equivalents | 1,879,651 | |||
Corporate debt and government securities | Fair Value, Inputs, Level 3 | Recurring | ||||
Cash equivalents: | ||||
Total cash equivalents | $ 0 |
Fair Value Measurements (Deta54
Fair Value Measurements (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 82,024 | $ 137,171 |
Total loss (gain) recognized in earnings | 51,205 | (28,133) |
Ending Balance | $ 133,229 | $ 109,038 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Aggregate Fair Value | $ 3,090,791 | $ 7,420,042 |
Cost or Amortized Cost | 3,090,158 | 7,423,448 |
Net Unrealized Gains (losses) | 633 | (3,406) |
Government securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Aggregate Fair Value | 2,551,200 | 6,560,303 |
Cost or Amortized Cost | 2,550,589 | 6,562,792 |
Net Unrealized Gains (losses) | 611 | (2,489) |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Aggregate Fair Value | 539,591 | 859,739 |
Cost or Amortized Cost | 539,569 | 860,656 |
Net Unrealized Gains (losses) | $ 22 | $ (917) |
Marketable Securities (Details
Marketable Securities (Details 1) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | $ 3,090,791 | $ 7,420,042 |
Cost | 3,090,158 | $ 7,423,448 |
Due within one year | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 3,090,791 | |
Cost | 3,090,158 | |
Due after one year | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | 0 | |
Cost | $ 0 |
Commitments and Contingencies57
Commitments and Contingencies (Details) | Mar. 31, 2016USD ($) |
Operating Lease Payment | |
2,016 | $ 1,552,311 |
2,017 | 1,592,707 |
2,018 | 1,361,341 |
2,019 | 1,402,181 |
2,020 | 1,444,247 |
Thereafter | 491,020 |
Total Future Minimum Lease Payments Due | $ 7,843,807 |
Commitments and Contingencies58
Commitments and Contingencies (Details Narrative) | Jul. 24, 2015USD ($)milestoneshares | Mar. 31, 2016USD ($)positionshares | Dec. 31, 2015USD ($) | Jul. 28, 2015shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Maximum length of warranty on software products | 90 days | |||||
Upon certain triggering events holders can redeem | 100.00% | |||||
Number of positions eliminated, worldwide (over 100) | position | 100 | |||||
Unrecognized tax benefits impact on effective tax rate | $ 322,103 | |||||
Restructuring Costs Under the 2013 Plan | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Number of positions eliminated, worldwide (over 100) | position | 100 | |||||
Restructuring reserve | $ 761,800 | $ 732,662 | $ 1,028,915 | $ 1,306,493 | ||
President and Chief Executive Officer | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Annual salary President and Chief Executive Officer of the Company | $ 475,000 | |||||
Employment Agreement Renewal Period | 12 months | |||||
Employment Agreement Termination Notice Period | 60 days | |||||
Restricted shares grants | shares | 500,000 | 500,000 | ||||
Percentage Of Shares Vested Upon Achievement Of First Milestone | 50.00% | |||||
Percentage Of Shares Vested Upon Achievement Of Second Milestone | 50.00% | |||||
Restricted shares vesting milestones | milestone | 2 | |||||
Consecutive trading days for closing trading price to achieve restricted stock milestones | 90 days | |||||
Severance related costs | Restructuring Costs Under the 2013 Plan | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Restructuring reserve | $ 757,139 | $ 717,640 | $ 823,426 | $ 1,111,577 | ||
Severance related costs | Minimum | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Expected period for restructuring costs to be paid | 3 months | |||||
Severance related costs | Maximum | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Expected period for restructuring costs to be paid | 24 months | |||||
Restricted Common Stock | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Shares approved for issuance | shares | 2,550,000 | |||||
Expected period for shares to be issued as part of Share Agreement | 24 months | |||||
Share Agreement, Shares Issued | shares | 0 |
Series A Redeemable Convertib59
Series A Redeemable Convertible Preferred Stock (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Embedded Derivative [Roll Forward] | ||
Derivative instruments, fair value | $ 82,024 | $ 137,171 |
Derivative instruments, fair value | 133,229 | 109,038 |
Interest and other loss, net | ||
Embedded Derivative [Roll Forward] | ||
Total loss (gain) recognized in earnings | $ 51,205 | $ (28,133) |
Series A Redeemable Convertib60
Series A Redeemable Convertible Preferred Stock (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Equity [Abstract] | ||
Net (loss) income | $ (4,296,612) | $ 5,262,379 |
Less: Accrual of Series A redeemable convertible preferred stock dividends | 192,608 | 190,786 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 163,669 | 137,417 |
Net (loss) income attributable to common stockholders | $ (4,652,889) | $ 4,934,176 |
Series A Redeemable Convertib61
Series A Redeemable Convertible Preferred Stock (Details Narrative) - USD ($) | Sep. 16, 2013 | Jan. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Sep. 13, 2013 |
Class of Stock [Line Items] | ||||||
Series A redeemable convertible preferred stock issued | 900,000 | 900,000 | ||||
Series A redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Series A redeemable convertible preferred stock, purchase consideration (in millions) | $ 9,000,000 | $ 9,000,000 | ||||
Consecutive trading days, convertible debt threshold | 60 days | |||||
Minimum percentage of common stock price to conversion price to determine eligibility of conversion through 60 consecutive trading days | 250.00% | |||||
Threshold of stock price trigger, percentage | 225.00% | |||||
Daily trading volume | 25.00% | |||||
Consecutive days | 20 days | |||||
Series A redeemable convertible preferred stock, financing proceeds threshold | $ 5,000,000 | |||||
RedeemableConvertiblePreferredStockRedemptionPriceUponFundamentalSalePercentageofPerSharePurchasePrice | 250.00% | |||||
Upon certain triggering events holders can redeem | 100.00% | |||||
Basis spread on Series A redeemable convertible preferred stock dividend, percentage | 5.00% | |||||
Series A redeemable convertible preferred stock dividend rate description | Holders of the Series A redeemable convertible preferred stock are entitled to receive quarterly dividends at the Prime Rate (Wall Street Journal Eastern Edition) plus 5% (up to a maximum amount of 10%) | |||||
Series A redeemable convertible preferred stock dividend, minimum cash flow requirement | $ 1,000,000 | |||||
Shares issued for Series A redeemable convertible preferred stock dividends | 103,200 | |||||
Undistributed Series A redeemable convertible preferred stock dividends | $ 192,608 | $ 377,690 | ||||
Stock Price (in dollars per share) | $ 1.23 | |||||
Voting power | 7,317,073 | |||||
Percentage of accounts receivable | 80.00% | |||||
Accounting treatment for temporary equity | The Company has classified the Series A redeemable convertible preferred stock as temporary equity in the financial statements as it is subject to redemption at the option of the holder under certain circumstances. | |||||
Series A redeemable convertible preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Series A redeemable convertible preferred stock issued | 900,000 | |||||
Series A redeemable convertible preferred stock, par value | $ 0.001 | |||||
Series A redeemable preferred stock price per share | $ 10 | |||||
Series A redeemable convertible preferred stock, purchase consideration (in millions) | $ 9,000,000 | |||||
Series A redeemable convertible preferred stock conversion price | $ 1.02488 | |||||
Net proceeds from issuance of Series A redeemable convertible preferred stock | $ 8,700,000 | |||||
Series A redeemable convertible preferred stock | Prime rate | ||||||
Class of Stock [Line Items] | ||||||
Series A redeemable convertible preferred stock basis spread of dividend | 10.00% | |||||
Basis spread on Series A redeemable convertible preferred stock dividend, percentage | 5.00% | |||||
Increase of dividend rate each six months stock remains unredeemed | 1.00% | |||||
Maximum | Prime rate | ||||||
Class of Stock [Line Items] | ||||||
Maximum dividend rate | 10.00% | |||||
Maximum | Series A redeemable convertible preferred stock | Prime rate | ||||||
Class of Stock [Line Items] | ||||||
Maximum dividend rate | 19.00% |
Accumulated Other Comprehensi62
Accumulated Other Comprehensive Loss (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | $ (11,708,956) | |
Other comprehensive (loss) income | ||
Other comprehensive (loss) income before reclassifications | (220,975) | $ (21,699) |
Amounts reclassified from accumulated other comprehensive (loss) income | 775 | 1,684 |
Total other comprehensive loss, net of applicable taxes: | (220,200) | (20,015) |
Accumulated other comprehensive (loss) income, ending balance | (15,402,630) | |
Accumulated Other Comprehensive loss, net | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | (1,703,214) | (1,511,290) |
Other comprehensive (loss) income | ||
Accumulated other comprehensive (loss) income, ending balance | (1,923,414) | (1,531,305) |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | (1,726,994) | (1,536,495) |
Other comprehensive (loss) income | ||
Other comprehensive (loss) income before reclassifications | (227,415) | (26,501) |
Amounts reclassified from accumulated other comprehensive (loss) income | 0 | 0 |
Total other comprehensive loss, net of applicable taxes: | (227,415) | (26,501) |
Accumulated other comprehensive (loss) income, ending balance | (1,954,409) | (1,562,996) |
Net Unrealized (Losses) Gains on Marketable Securities | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | (3,406) | (1,408) |
Other comprehensive (loss) income | ||
Other comprehensive (loss) income before reclassifications | 4,467 | 3,991 |
Amounts reclassified from accumulated other comprehensive (loss) income | (428) | 28 |
Total other comprehensive loss, net of applicable taxes: | 4,039 | 4,019 |
Accumulated other comprehensive (loss) income, ending balance | 633 | 2,611 |
Net Minimum Pension Liability | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | 27,186 | 26,613 |
Other comprehensive (loss) income | ||
Other comprehensive (loss) income before reclassifications | 1,973 | 811 |
Amounts reclassified from accumulated other comprehensive (loss) income | 1,203 | 1,656 |
Total other comprehensive loss, net of applicable taxes: | 3,176 | 2,467 |
Accumulated other comprehensive (loss) income, ending balance | $ 30,362 | $ 29,080 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - shares | Jul. 24, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Apr. 22, 2015 |
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||||
Number of shares authorized for repurchase | 5,000,000 | |||
Shares repurchased during period | 0 | 0 | ||
Remaining number of shares authorized for repurchased | 4,907,839 | |||
Restricted Common Stock | ||||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||||
Shares approved for issuance | 2,550,000 | |||
Expected period for shares to be issued as part of Share Agreement | 24 months | |||
Share Agreement, Shares Issued | 0 |
Segment Reporting - Schedule Of
Segment Reporting - Schedule Of Segment Reporting By Geographical Areas (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Revenue: | |||
Total revenue | $ 7,432,331 | $ 19,939,876 | |
Long-lived assets: | |||
Total long-lived assets | 7,855,878 | $ 8,338,661 | |
Americas | |||
Revenue: | |||
Total revenue | 2,385,725 | 14,400,519 | |
Long-lived assets: | |||
Total long-lived assets | 7,084,072 | 7,519,787 | |
Asia Pacific | |||
Revenue: | |||
Total revenue | 2,737,193 | 2,680,316 | |
Long-lived assets: | |||
Total long-lived assets | 643,256 | 650,633 | |
Europe, Middle East, Africa and Other | |||
Revenue: | |||
Total revenue | 2,309,413 | $ 2,859,041 | |
Long-lived assets: | |||
Total long-lived assets | $ 128,550 | $ 168,241 |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) - customer | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Revenue | |||
Revenue, Major Customer [Line Items] | |||
Number of customers accounting for greater than 10% of accounts receivable or revenues | 1 | 1 | |
Accounts receivable | |||
Revenue, Major Customer [Line Items] | |||
Number of customers accounting for greater than 10% of accounts receivable or revenues | 2 | 2 | |
Customer concentration risk | Revenue | |||
Revenue, Major Customer [Line Items] | |||
Percentage accounted for by one customer | 11.00% | 56.00% | |
Customer concentration risk | Accounts receivable | |||
Revenue, Major Customer [Line Items] | |||
Percentage accounted for by one customer | 10.00% | 10.00% |
Restructuring Costs - Schedule
Restructuring Costs - Schedule Of Restructuring Costs (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Reserve [Roll Forward] | |||||
Provisions/Additions | $ 83,984 | $ 134,476 | |||
Utilized/Paid | (54,846) | (181,655) | |||
Restructuring Costs Under the 2013 Plan | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 732,662 | 1,028,915 | $ 1,028,915 | $ 1,306,493 | |
Provisions/Additions | 83,984 | 172,995 | 1,135,310 | $ 3,606,020 | |
Utilized/Paid | (54,846) | (469,248) | (1,412,888) | (2,299,527) | |
Ending Balance | 761,800 | 732,662 | 1,028,915 | 1,306,493 | |
Severance related costs | Restructuring Costs Under the 2013 Plan | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 717,640 | 823,426 | 823,426 | 1,111,577 | |
Provisions/Additions | 76,030 | 55,527 | 365,174 | 3,179,131 | |
Utilized/Paid | (36,531) | (161,313) | (653,325) | (2,067,554) | |
Ending Balance | 757,139 | 717,640 | 823,426 | 1,111,577 | |
Facility and other costs | Restructuring Costs Under the 2013 Plan | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 15,022 | $ 205,489 | 205,489 | 194,916 | |
Provisions/Additions | 7,954 | 117,468 | 770,136 | 426,889 | |
Utilized/Paid | (18,315) | (307,935) | (759,563) | (231,973) | |
Ending Balance | $ 4,661 | $ 15,022 | $ 205,489 | $ 194,916 |
Restructuring Costs (Details Na
Restructuring Costs (Details Narrative) | 3 Months Ended |
Mar. 31, 2016position | |
Restructuring Cost and Reserve [Line Items] | |
Number of positions eliminated, worldwide (over 100) | 100 |
Restructuring Costs Under the 2013 Plan | |
Restructuring Cost and Reserve [Line Items] | |
Number of positions eliminated, worldwide (over 100) | 100 |
Minimum | Severance related costs | |
Restructuring Cost and Reserve [Line Items] | |
Expected period for restructuring costs to be paid | 3 months |
Maximum | Severance related costs | |
Restructuring Cost and Reserve [Line Items] | |
Expected period for restructuring costs to be paid | 24 months |