Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 28, 2019 | Jun. 30, 2018 | |
Document Information [Line Items] | |||
Entity Registrant Name | FALCONSTOR SOFTWARE INC | ||
Entity Central Index Key | 0000922521 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 2,768,372 | ||
Entity Common Stock, Shares Outstanding | 587,255,165 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 3,059,677 | $ 1,011,472 |
Accounts receivable, net of allowances of $162,112 and $354,542, respectively | 3,605,411 | 4,168,015 |
Prepaid expenses and other current assets | 1,909,846 | 1,244,494 |
Inventory | 14,885 | 0 |
Deferred tax assets, net | 0 | 0 |
Contract assets, net | 637,179 | 0 |
Total current assets | 9,226,998 | 6,423,981 |
Property and equipment, net of accumulated depreciation of $18,194,827 and $17,926,959, respectively | 433,935 | 636,112 |
Deferred tax assets, net | 545,044 | 590,977 |
Software development costs, net | 88,769 | 279,414 |
Other assets | 919,609 | 992,760 |
Goodwill | 4,150,339 | 4,150,339 |
Other intangible assets, net | 91,334 | 141,631 |
Contract assets, net | 516,643 | 0 |
Total assets | 15,972,671 | 13,215,214 |
Current liabilities: | ||
Accounts payable | 551,389 | 1,092,864 |
Accrued expenses | 2,879,473 | 4,376,235 |
Short-term loan, net of debt issuance costs and discounts | 0 | 370,151 |
Deferred revenue, net | 6,859,592 | 11,760,327 |
Total current liabilities | 10,290,454 | 17,599,577 |
Liabilities, Noncurrent [Abstract] | ||
Other long-term liabilities | 1,549,692 | 1,154,512 |
Notes payable, net | 3,124,827 | 0 |
Deferred tax liabilities, net | 297,890 | 85,559 |
Deferred revenue, net | 2,506,898 | 6,600,363 |
Total liabilities | 17,769,761 | 25,440,011 |
Commitments and contingencies (Note 12) | ||
Series A redeemable convertible preferred stock, $.001 par value, 2,000,000 shares authorized, 900,000 shares issued and outstanding, redemption value of $11,104,923 and $9,000,000, respectively | 9,756,706 | 9,000,000 |
Stockholders' equity: | ||
Common stock - $.001 par value, 800,000,000 and 100,000,000 shares authorized, respectively, 587,255,165 and 60,091,560 shares issued, respectively, and 587,255,165 and 44,563,490 shares outstanding, respectively | 587,254 | 60,090 |
Additional paid-in capital | 112,661,846 | 168,637,157 |
Accumulated deficit | (122,907,794) | (130,930,284) |
Common stock held in treasury, at cost (0 and 15,528,070 shares, respectively) | 0 | (57,032,917) |
Accumulated other comprehensive loss, net | (1,895,102) | (1,958,843) |
Total stockholders' deficit | (11,553,796) | (21,224,797) |
Total liabilities and stockholders' deficit | $ 15,972,671 | $ 13,215,214 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowances on accounts receivable | $ 162,112 | $ 354,542 |
Accumulated depreciation on property and equipment | $ 18,194,827 | $ 17,926,959 |
Series A redeemable convertible preferred stock, par value (in dollars per share) | $ 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 | $ 11,104,923 | $ 9,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 800,000,000 | 100,000,000 |
Common stock, shares issued | 587,255,165 | 60,091,560 |
Common stock, shares outstanding | 587,255,165 | 44,563,490 |
Common Stock, held in treasury, shares | 0 | 15,528,070 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | ||
Product revenue | $ 5,766,532 | $ 8,972,112 |
Support and services revenue | 12,071,374 | 16,188,451 |
Total revenue | 17,837,906 | 25,160,563 |
Cost of revenue: | ||
Product | 414,149 | 785,535 |
Support and service | 2,563,755 | 4,755,464 |
Total cost of revenue | 2,977,904 | 5,540,999 |
Gross profit | 14,860,002 | 19,619,564 |
Operating expenses: | ||
Research and development costs | 3,913,337 | 6,517,050 |
Selling and marketing | 4,453,697 | 6,120,655 |
General and administrative | 5,278,768 | 6,119,513 |
Restructuring costs (benefit) | 1,261,578 | (159,597) |
Total operating expenses | 14,907,380 | 18,597,621 |
Operating income (loss) | (47,378) | 1,021,943 |
Interest and other income (loss), net | (626,048) | 38,064 |
Income (loss) before income taxes | (673,426) | 1,060,007 |
Income tax expense | 233,288 | 7,606 |
Net income (loss) | (906,714) | 1,052,401 |
Less: Accrual of Series A redeemable convertible preferred stock dividends | 1,035,977 | 873,043 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 254,212 | 0 |
Less: Deemed dividend on Series A redeemable convertible preferred stock | 2,269,042 | 0 |
Net income (loss) attributable to common stockholders | $ (4,465,945) | $ 179,358 |
Earnings per share | ||
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (0.05) | $ 0 |
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.05) | $ 0 |
Weighted average basic shares outstanding (in shares) | 93,330,146 | 44,413,061 |
Weighted average diluted shares outstanding (in shares) | 93,330,146 | 46,999,327 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (906,714) | $ 1,052,401 |
Other comprehensive income (loss), net of applicable taxes: | ||
Foreign currency translation | 59,035 | (114,552) |
Net minimum pension liability | 4,706 | (6,578) |
Total comprehensive income (loss), net of applicable taxes | 63,741 | (121,130) |
Total comprehensive income (loss) | (842,973) | 931,271 |
Less: Accrual of Series A redeemable convertible preferred stock dividends | 1,035,977 | 873,043 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 254,212 | 0 |
Less: Deemed dividend on Series A redeemable convertible preferred stock | 2,269,042 | 0 |
Total comprehensive income (loss) attributable to common stockholders | $ (4,402,204) | $ 58,228 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Loss, Net |
Beginning Balance, amount at Dec. 31, 2016 | $ (21,702,577) | $ 59,483 | $ 169,091,255 | $ (131,982,685) | $ (57,032,917) | $ (1,837,713) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 1,052,401 | 1,052,401 | ||||
Restricted stock issued | (25,711) | 607 | (26,318) | |||
Warrants issued | 22,310 | 22,310 | ||||
Share-based compensation to non-employees | 141,159 | 141,159 | ||||
Share-based compensation to employees | 281,794 | 281,794 | ||||
Accretion of Series A redeemable convertible preferred stock | 0 | |||||
Dividends on Series A redeemable convertible preferred stock | (873,043) | (873,043) | ||||
Deemed dividends on Series A redeemable convertible preferred stock | 0 | |||||
Foreign currency translation | (114,552) | (114,552) | ||||
Net minimum pension liability | (6,578) | (6,578) | ||||
Ending Balance, amount at Dec. 31, 2017 | (21,224,797) | 60,090 | 168,637,157 | (130,930,284) | (57,032,917) | (1,958,843) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (906,714) | |||||
Warrants issued | 5,213,928 | 5,213,928 | ||||
Warrants cancelled | (623,920) | (623,920) | ||||
Warrants exercised | 489,321 | 527,164 | (57,070,760) | 57,032,917 | ||
Share-based compensation to employees | 64,672 | 64,672 | ||||
Accretion of Series A redeemable convertible preferred stock | (254,212) | (254,212) | ||||
Dividends on Series A redeemable convertible preferred stock | (1,035,977) | (1,035,977) | ||||
Deemed dividends on Series A redeemable convertible preferred stock | (2,269,042) | (2,269,042) | ||||
Foreign currency translation | 59,035 | 59,035 | ||||
Net minimum pension liability | 4,706 | 4,706 | ||||
Modified retrospective opening balance adjustment | 8,929,204 | 8,929,204 | ||||
Ending Balance, amount at Dec. 31, 2018 | $ (11,553,796) | $ 587,254 | $ 112,661,846 | $ (122,907,794) | $ 0 | $ (1,895,102) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (906,714) | $ 1,052,401 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 643,639 | 1,029,481 |
Share-based payment compensation | 64,672 | 281,794 |
Non-cash professional services expenses | 0 | 141,159 |
Loss on disposal of fixed assets | 0 | 64,307 |
Provision for returns and doubtful accounts | (192,430) | 93,816 |
Deferred income tax provision | 267,760 | (147,791) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 834,038 | 1,014,594 |
Prepaid expenses and other current assets | (250,662) | 44,488 |
Contract assets | (2,003,433) | 0 |
Inventory | (15,093) | 6,181 |
Other assets | 6,045 | (787,527) |
Accounts payable | (505,724) | 728,260 |
Accrued expenses and other long-term liabilities | 194,253 | (694,418) |
Deferred revenue | (3,654,184) | (5,401,165) |
Net cash used in operating activities | (1,510,967) | (2,574,420) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (95,873) | (94,805) |
Capitalized software development costs | 32,919 | 0 |
Security deposits | 58,551 | 2,052 |
Purchase of intangible assets | (74,840) | (90,965) |
Net cash used in investing activities | (145,081) | (183,718) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock warrants | 489,321 | 0 |
Payments for tax withholding for share-based compensation | 0 | (25,711) |
Proceeds from issuance of short-term debt, net of issuance costs | 0 | 351,656 |
Proceeds from issuance of long-term debt, net of issuance costs | 3,271,019 | 0 |
Net cash provided by financing activities | 3,760,340 | 325,945 |
Effect of exchange rate changes on cash and cash equivalents | (56,087) | 52,137 |
Net increase (decrease) in cash and cash equivalents | 2,048,205 | (2,380,056) |
Cash and cash equivalents, beginning of year | 1,011,472 | 3,391,528 |
Cash and cash equivalents, end of year | 3,059,677 | 1,011,472 |
Supplemental Disclosures: | ||
Cash paid for income taxes, net | 0 | 209,267 |
Non-cash financing activities: | ||
Undistributed Series A redeemable convertible preferred stock dividends | 1,290,189 | 873,043 |
Detachable stock warrants issued with short-term debt | 0 | (22,310) |
Discount on Preferred Stock | 1,602,429 | 0 |
Cash paid for interest | 103,818 | 0 |
Discount on Notes Payable | 735,512 | 0 |
Deemed dividend | 2,269,042 | 0 |
Warrants issued | $ 4,590,008 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (a) The Company and Nature of Operations FalconStor Software, Inc., a Delaware Corporation (the "Company" or "FalconStor"), is a leading storage software company offering a converged data services software platform that is hardware agnostic. The Company develops, manufactures and sells data migration, business continuity, disaster recovery, optimized backup and de-duplication solutions and provides the related maintenance, implementation and engineering services. (b) Liquidity As of December 31, 2018 , we had a working capital deficiency of $1.1 million , which is inclusive of current deferred revenue of $6.9 million , and a stockholders' deficit of $11.6 million . During the year ended December 31, 2018 , while we had net loss of $0.9 million and negative cash flow from operations of $1.5 million . Our cash and cash equivalents at December 31, 2018 was $3.1 million , an increase of $2.0 million as compared to December 31, 2017 . In June 2017, the Board approved a comprehensive plan to increase operating performance (the “2017 Plan”). The 2017 Plan resulted in a realignment in workforce. The 2017 Plan was substantially completed by the end of the Company’s fiscal year ending December 31, 2017, and when combined with previous workforce reductions in the second quarter of Fiscal 2017 reduced the Company’s workforce to approximately 81 employees. On November 17, 2017, HCP-FVA, LLC (the “Lender”) provided a commitment letter to the Company agreeing to finance up to $3 million to the Company (the “Commitment”) on the terms, and subject to the conditions, set forth in that certain commitment letter (see Note (7) Short-Term Loan and Commitment ). As part of that Commitment, on November 17, 2017, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Lender and certain other loan parties named therein, pursuant to which the Lender made a short term loan to the Company in the principal amount of $500,000 (the “Short Term Loan”). On February 23, 2018, the Company closed on the Commitment and the Lender subscribed for the full $3 million of Units in the Commitment by payment of $2.5 million in cash and the conversion of the $500,000 Short Term Loan. The $3 million term loan has an interest rate of prime plus 0.75% and a maturity date of June 30, 2021. The Lender is an affiliate of Hale Capital Partners, LP (together, "Hale Capital") and the Company's largest shareholder through its ownership of Series A redeemable preferred stock ("Series A Preferred Stock"), and an affiliate of Martin Hale, a Director of the Company. As part of the Commitment, Hale Captial also agreed to postpone the date of the optional redemption of the Series A Preferred Stock from August 5, 2017 to July 30, 2021, and to waive prior breaches of the terms of the Series A Preferred Stock which had triggered a redemption right. On October 9, 2018, FalconStor closed on the final tranche of its previously-announced Financing of Units (see Note (7) Short-Term Loan and Commitment ) to certain eligible stockholders of the Company. As a result, the Company received an additional $1,000,000 of gross proceeds from new investors (the “New Investors”) which is in addition to the $3,000,000 of gross proceeds previously received from HCP-FVA through the subscription of 30,000,000 Units pursuant to the Commitment on February 23, 2018. In December 2018, outstanding Warrants to purchase 489,321,074 were exercised resulting in the issuance of 489,321,074 shares of Common Stock (the “Warrant Exercise”). In connection with the Warrant Exercise, the Company received proceeds of approximately $489,321 , which was used to reduce the outstanding principal due on Amended and Restated Loan Agreement. We believe that our cash flows from operations and existing cash on hand are sufficient to conduct our planned operations and meet our contractual requirements through April 2, 2020. (c) 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. (d) Use of Estimates The preparation of financial statements in conformity with GAAP 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 on the Company’s significant accounting estimates discussed above. (e) Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows: Level 1 —Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 —Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 —Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. As of December 31, 2018 and 2017 , the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximated carrying value due to the short maturity of these instruments. See Note ( 3 ) Fair Value Measurements for additional information. (f) Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible preferred stock are reviewed to determine whether or not they contain embedded derivative instruments that are required under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 815 “Derivatives and Hedging” (“ASC 815”) to be accounted for separately from the host contract, and recorded on the balance sheet at fair value. The fair value of derivatives are required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. See Note ( 12 ) Derivative Financial Instruments for additional information. (g) Revenue from Contracts with Customers and Associated Balances 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. Nature of Products and Services Licenses for on-premises software provide the customer with a right to use the software as it exists when made available to the customer. Customers may purchase perpetual licenses or subscribe to licenses, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. Revenue allocated to software maintenance and support services is recognized ratably over the contractual support period. Hardware products consist primarily of servers and associated components and function independently of the software products and as such as accounted for as separate performance obligations. Revenue allocated to hardware maintenance and support services is recognized ratably over the contractual support period. Professional services are primarily related to software implementation services and associated revenue is recognized upon customer acceptance. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a contract asset or receivable when revenue is recognized prior to invoicing, or unearned revenue when revenue is recognized subsequent to invoicing. For perpetual licenses with multi-year product maintenance agreements, the Company generally invoices customers at the beginning of the coverage period. For multi-year subscription licenses, the Company generally invoices customers annually at the beginning of each annual coverage period. The Company records a contract asset related to revenue recognized for multi-year on-premises licenses as its right to payment is conditioned upon providing product support and services in future years. The opening balance of accounts receivable, net of allowance for doubtful accounts, was $4.2 million as of January 1, 2018. There was no adjustment needed to accounts receivable for the cumulative effect of applying ASC 606 under the modified retrospective method. The opening balance of short and long-term contract assets, net of allowance for doubtful accounts, and adjusted for the cumulative effect of applying ASC 606 under the modified retrospective method, was $3.1 million as of January 1, 2018. As of December 31, 2018 and 2017, accounts receivable, net of allowance for doubtful accounts, was $3.6 million and $4.2 million , respectively. As of December 31, 2018 and 2017, short and long-term contract assets, net of allowance for doubtful accounts, was $1.2 million and $0.0 million , respectively. The allowances for doubtful accounts reflect the Company’s best estimates of probable losses inherent in the accounts receivable and contract assets’ balances. The Company determines the allowances based on known troubled accounts, historical experience, and other currently available evidence. Write-offs in the accounts receivable and contract assets allowance accounts during the years ended December 31, 2018 and 2017 were $0.1 million and $0.1 million , respectively. Deferred revenue is comprised mainly of unearned revenue related maintenance and technical support on term and perpetual licenses. Maintenance and technical support revenue is recognized ratably over the coverage period. Deferred revenue also includes contracts for professional services to be performed in the future which are recognized as revenue when the company delivers the related service pursuant to the terms of the customer arrangement. Changes in deferred revenue were as follows: Twelve Months Ended December 31, 2018 Balance at December 31, 2017 18,360,690 Cumulative effect of applying ASC 606 under the modified retrospective method* (5,359,579 ) Deferral of revenue 14,249,597 Recognition of revenue (17,837,906 ) Change in reserves (46,312 ) Balance at December 31, 2018 $ 9,366,490 *See Note (1) Summary of Significant Accounting Policies, section (s) to our Consolidated Financial Statements for further information. Deferred revenue includes invoiced revenue allocated to remaining performance obligations that has not yet been recognized and will be recognized as revenue in future periods. Deferred revenue was $9.4 million as of December 31, 2018, of which the Company expects to recognize approximately 73.2% of the revenue over the next 12 months and the remainder thereafter. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing its products and services, not to receive financing from our customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with maintenance and support revenue recognized ratably over the contract period, and multi-year on-premises licenses that are invoiced annually with product revenue recognized upon delivery. Significant Judgments The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is required to determine the standalone selling price (“SSP”) for each distinct performance obligation. For products and services aside from maintenance and support, the Company estimates SSP by adjusting the list price by historical discount percentages. SSP for software and hardware maintenance and support fees is based on the stated percentages of the fees charged for the respective products. The Company’s perpetual and term software licenses have significant standalone functionality and therefore revenue allocated to these performance obligations are recognized at a point in time upon electronic delivery of the download link and the license keys. Product maintenance and support services are satisfied over time as they are stand-ready obligations throughout the support period. As a result, revenues associated with maintenance services are deferred and recognized as revenue ratably over the term of the contract. Revenues associated with professional services are recognized at a point in time upon customer acceptance. Assets Recognized from Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has determined that its sales commission program meets the requirements for cost capitalization. Total capitalized costs to obtain a contract were immaterial during the periods presented and are included in other current and long-term assets on our consolidated balance sheets. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. (h) Property and Equipment Property and equipment are recorded at cost. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets (3 to 7 years). Leasehold improvements are amortized on a straight-line basis over the terms of the respective leases or over their estimated useful lives, whichever is shorter. (i) Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. The Company has not amortized goodwill related to its acquisitions, but instead tests the balance for impairment. The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. The Company tests goodwill for impairment by first comparing the book value of net assets to the fair value of the reporting unit. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company’s annual impairment assessment is performed at December 31st of each year, and the Company has determined there to be no impairment for any of the periods presented. The Company has adopted the provisions of ASU 2017-4, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. " The new accounting pronouncement eliminates the second step of the goodwill impairment test. As a result, the Company's goodwill impairment test as of December 31, 2018 and December 31, 2017 included only one step, which is a comparison of the carrying value of its one reporting unit to its fair value, and any excess carrying value, up to the amount of goodwill allocated to that reporting unit, is impaired. This new accounting pronouncement also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The fair value of the Company's single reporting unit for purposes of its goodwill impairment test exceeded its carrying value as of December 31, 2018 and thus the Company determined there was no impairment of goodwill. As of December 31, 2017, the Company's single reporting unit for purposes of its goodwill impairment test had a negative carrying value and thus the Company determined there was no impairment of goodwill. Identifiable intangible assets include (i) assets acquired through business combinations, which include customer contracts and intellectual property, and (ii) patents amortized over three years using the straight-line method. The gross carrying amount and accumulated amortization of goodwill and other intangible assets as of December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Goodwill $ 4,150,339 $ 4,150,339 Other intangible assets: Gross carrying amount $ 3,891,241 $ 3,816,402 Accumulated amortization (3,799,907 ) (3,674,771 ) Net carrying amount $ 91,334 $ 141,631 For the years ended December 31, 2018 and 2017 , amortization expense was $125,136 and $158,789 , respectively. As of December 31, 2018 , amortization expense for existing identifiable intangible assets is expected to be $42,814 , $38,485 and $10,035 for the years ended December 31, 2019 , 2020 and 2021 , respectively. Such assets will be fully amortized at December 31, 2021 . (j) Software Development Costs and Purchased Software Technology In accordance with the authoritative guidance issued by the FASB on costs of software to be sold, leased, or marketed, costs associated with the development of new software products and enhancements to existing software products are expensed as incurred until technological feasibility of the product has been established. Based on the Company’s product development process, technological feasibility is established upon completion of a working model. Amortization of software development costs is recorded at the greater of the straight-line basis over the product’s estimated life, or the ratio of current period revenue of the related products to total current and anticipated future revenue of these products. The gross carrying amount and accumulated amortization of software development costs as of December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Software development costs: Gross carrying amount $ 2,950,132 $ 2,917,215 Accumulated amortization (2,861,363 ) (2,637,801 ) Software development costs, net $ 88,769 $ 279,414 During the years ended December 31, 2018 and 2017 , the Company recorded $223,564 and $268,144 , respectively, of amortization expense related to capitalized software costs. As of December 31, 2018 , amortization expense for software development costs is expected to be $55,174 and $1,146 for the years ended December 31, 2019 and 2020 , respectively. Such assets will be fully amortized at December 31, 2020 . (k) Income Taxes The Company records income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In determining the period in which related tax benefits are realized for financial reporting purposes, excess share-based compensation deductions included in net operating losses are realized after regular net operating losses are exhausted. The Company accounts for uncertain tax positions in accordance with the authoritative guidance issued by the FASB on income taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return, should be recorded in the financial statements. Pursuant to the authoritative guidance, the Company may recognize the tax benefit from an uncertain tax position only if it meets the “more likely than not” threshold that the position will be sustained on examination by the taxing authority, based on the technical merits of the position or expiration of statutes. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. In addition, the authoritative guidance addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods, and also requires increased disclosures. The Company includes interest and penalties related to its uncertain tax positions as part of income tax expense within its consolidated statement of operations. See Note ( 5 ) Income Taxes for additional information. (l) Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the expected future cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. (m) Share-Based Payments The Company accounts for share-based payments in accordance with the authoritative guidance issued by the FASB on share-based compensation, which establishes the accounting for transactions in which an entity exchanges its equity instruments for goods or services. Under the provisions of the authoritative guidance, share-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period), net of actual forfeitures. For share-based payment awards that contain performance criteria share-based compensation, expense is recorded when the achievement of the performance condition is considered probable of achievement and is recorded on a straight-line basis over the requisite service period. If such performance criteria are not met, no compensation cost is recognized and any recognized compensation cost is reversed. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model or the Monte Carlo simulation model if a market condition exists. Share-based compensation expense for a share-based payment award with a market condition is recorded on a straight-line basis over the longer of the explicit service period or the service period derived from the Monte Carlo simulation. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. All share-based awards are expected to be fulfilled with new shares of common stock. (n) Foreign Currency Assets and liabilities of foreign operations are translated at rates of exchange at the end of the period, while results of operations are translated at average exchange rates in effect for the period. Gains and losses from the translation of foreign assets and liabilities from the functional currency of the Company’s subsidiaries into the U.S. dollar are classified as accumulated other comprehensive loss in stockholders’ deficit. Gains and losses from foreign currency transactions are included in the consolidated statements of operations within interest and other loss, net. During the years ended December 31, 2018 and 2017 , foreign currency transactional gains (loss) totaled approximately $(207,242) and $72,167 , respectively. (o) Earnings Per Share (EPS) 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 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 years ended December 31, 2018 and 2017 : Year Ended December 31, 2018 2017 Stock options, warrants and restricted stock 2,997,330 16,434,296 Series A redeemable convertible preferred stock 8,781,516 8,781,516 Total anti-dilutive common stock equivalents 11,778,846 25,215,812 The following represents a reconciliation of the numerators and denominators of the basic and diluted EPS computation: Year Ended December 31, 2018 2017 Numerator: Net income (loss) $ (906,714 ) $ 1,052,401 Effects of Series A redeemable convertible preferred stock: Less: Accrual of Series A redeemable convertible preferred stock dividends 1,035,977 873,043 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 254,212 — Less: Deemed dividend on Series A redeemable convertible preferred stock $ 2,269,042 $ — Net income (loss) attributable to common stockholders $ (4,465,945 ) $ 179,358 Denominator: Weighted average basic shares outstanding 93,330,146 44,413,061 Effect of dilutive securities: Stock options, warrants and restricted stock — 2,586,266 Series A redeemable convertible preferred stock — — Weighted average diluted shares outstanding 93,330,146 46,999,327 EPS: Basic net income (loss) per share attributable to common stockholders $ (0.05 ) $ — Diluted net income (loss) per share attributable to common stockholders $ (0.05 ) $ — (p) Investments As of December 31, 2018 and 2017 , the Company did not have any cost-method investments. (q) Treasury Stock The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ deficit. (s) Recently Adopted Accounting Pronouncements Revenue from Contracts with Customers In May 2014, the FASB ("Financial Accounting Standards Board") 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 replaces most existing revenue recognition guidance in GAAP in the United States and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We adopted the new guidance as of January 1, 2018 using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under previous revenue guidance. The most significant impact of the standard relates to our accounting for our term license revenue. Specifically, for Freestor software subscription licenses, revenue is now recognized at the time of delivery rather than ratably over the subscription period. The adoption of the standard resulted in an increase to the opening balance of accumulated deficit of $8.9 million , related to the cumulative effect of a decrease in deferred revenue of $5.4 million , an increase in contract assets of $3.1 million from the upfront recognition of term licenses and the general requirement to allocate the transaction price on a relative stand-alone selling price, and an increase of $0.4 million in prepaid expenses and other current assets. Following is a summary of the impact to the Company’s current financial results from adopting the new revenue recognition standard: Statements of Operations Under Previous Guidance New Revenue Standard Adjustment Under Current Accounting Guidance Year Ended December 31, 2018 Product revenue 9,250,082 (3,483,550 ) 5,766,532 Support and services revenue 12,071,374 — 12,071,374 Selling and marketing 4,461,572 (7,875 ) 4,453,697 Income tax expense (benefit) 233,288 — 233,288 Net income (loss) 2,568,961 (3,475,675 ) (906,714 ) Net loss attributable to common stockholders (990,270 ) (3,475,675 ) (4,465,945 ) Basic net loss per share attributable to common stockholders (0.01 ) (0.04 ) (0.05 ) Diluted net loss per share attributable to common stockholders (0.01 ) (0.04 ) (0.05 ) Balance Sheets Under Previous Guidance New Revenue Standard Adjustment Under Current Accounting Guidance December 31, 2018 Prepaid expenses and other current assets 1,488,171 421,675 1,909,846 Contract assets, net, current — 637,179 637,179 Contract assets, net, long-term — 516,643 516,643 Deferred revenue, net, current 8,735,622 (1,876,030 ) 6,859,592 Deferred tax liabilities, net 297,890 — 297,890 Deferred revenue, net, long-term 4,510,331 (2,003,433 ) 2,506,898 Accumulated deficit (128,362,754 ) 5,454,960 (122,907,794 ) The adoption of the revenue recognition standard had no impact to cash from or used in operating, financing, or investing on our condensed consolidated statements of cash flows. (t) Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans . The objective of the guidance is to improve the effectiveness of disclosure requirements on defined benefit pension plans and other postretirement plans. The guidance is effective for fiscal years beginning after December 15, 2020. The Company does not expect adoption of the new standard will have a material impact on its Condensed Consolidated Financial Statements.. In July 2018, the FASB issued ASU 2018-10 Leases (Topic 842),Codification Improvements and ASU 2018-11 Leases (Topic 842), Targeted Improvements , to provide additional guidance for the adoption of Topic 842 . ASU 2018-10 clarifies certain provisions and correct unintended app |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following: December 31, 2018 December 31, 2017 Computer hardware and software $ 16,345,218 $ 16,304,037 Furniture and equipment 601,938 571,004 Leasehold improvements 1,681,606 1,688,030 Property and equipment, gross 18,628,762 18,563,071 Less accumulated depreciation (18,194,827 ) (17,926,959 ) Property and equipment, net $ 433,935 $ 636,112 During the year ended December 31, 2018 , the Company wrote off approximately $0 of fixed assets and $0 related accumulated depreciation related to assets that were no longer in use. During the year ended December 31, 2017 , the Company wrote off $1,392,453 of fixed assets and $1,301,408 of related accumulated depreciation related to assets that were no longer in use. Depreciation expense was $294,939 and $602,548 in 2018 and 2017 , respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
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. Fair Value Hierarchy 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 December 31, 2018 and 2017 , the Level 1 category included money market funds and commercial paper, which are included within “cash and cash equivalents” in the 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. The Company had no Level 2 securities at December 31, 2018 and 2017 . • Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. At December 31, 2018 and 2017 , the Level 3 category included derivatives, which are included in "other long-term liabilities" in the consolidated balance sheets with the change in fair value from the period included in "interest and other loss, net" in the consolidated statement of operations. The Company did not hold any cash, cash equivalents or marketable securities categorized as Level 3 as of December 31, 2018 or 2017 . Measurement of Fair Value The Company measures fair value as an exit price using the procedures described below for all assets and liabilities measured at fair value. When available, the Company uses unadjusted quoted market prices to measure fair value and classifies such items within Level 1. If quoted market prices are not available, fair value is based upon financial models that use, when possible, current market-based or independently-sourced market parameters such as interest rates and currency rates. Items valued using financial generated models are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be inputs that are readily observable. If quoted market prices are not available, the valuation model used generally depends on the specific asset or liability being valued. The determination of fair value considers various factors including interest rate yield curves and time value underlying the financial instruments. 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 management. 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 fair value of the Company’s short-term loan was based upon current rates offered for similar financial instruments to the Company. Items Measured at Fair Value on a Recurring Basis The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2018 : Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant other Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ — $ — $ — $ — Total cash equivalents — — — — Derivative liabilities: Derivative Instruments 498,086 — — 498,086 Total derivative liabilities 498,086 — — 498,086 Total assets and liabilities measured at fair value $ 498,086 $ — $ — $ 498,086 The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2017 : Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant other Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds and commercial paper $ — $ — $ — $ — Total cash equivalents — — — — Derivative liabilities: Derivative Instruments 445,838 — — 445,838 Total derivative liabilities 445,838 — — 445,838 Total assets and liabilities measured at fair value $ 445,838 $ — $ — $ 445,838 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 the Company’s assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of each of the years ended December 31, 2018 and 2017 : Fair Value Measurements Using Significant Unobservable Inputs (Level 3) December 31, 2018 December 31, 2017 Beginning Balance $ 445,838 $ 336,862 Total loss recognized in earnings 52,248 108,976 Ending Balance $ 498,086 $ 445,838 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses are comprised of the following: December 31, 2018 December 31, 2017 Accrued compensation $ 136,446 $ 522,057 Accrued consulting and professional fees 1,749,108 1,207,061 Accrued marketing and promotion — — Other accrued expenses 64,775 259,579 Accrued income taxes 47,088 306,419 Accrued other taxes 420,695 378,374 Accrued hardware purchases — 31,499 Accrued restructuring costs 461,361 602,299 Accrued Series A redeemable convertible preferred stock dividends — 1,068,947 $ 2,879,473 $ 4,376,235 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Information pertaining to the Company’s income (loss) before income taxes and the applicable provision for income taxes is as follows: December 31, 2018 2017 Income (loss) before income taxes: Domestic income (loss) $ (1,105,447 ) $ 590,660 Foreign income 432,021 469,347 Total income (loss) before income taxes: (673,426 ) 1,060,007 Provision (benefit) for income taxes: Current: Federal $ (231,564 ) $ 2,640 State and local (47,304 ) (85,972 ) Foreign 244,396 238,729 (34,472 ) 155,397 Deferred: Federal $ 208,709 $ (530,478 ) State and local 308 (8,215 ) Foreign 58,743 390,902 267,760 (147,791 ) Total provision for income taxes: $ 233,288 $ 7,606 During 2018 and 2017 , the Company recorded a tax provision of $233,288 and $7,606 , respectively, related to federal, state and local and foreign income taxes. The tax provisions include a tax benefit related to our Minimum Tax Credit carryforwards which are now realizable on a more-likely-than-not basis as such amounts will be refundable under the TCJA, partially offset with the accrual of foreign withholding taxes as the Company is no longer permanently reinvesting its foreign earnings. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2018 2017 Deferred Tax Assets: Allowance for receivables $ 35,218 $ 76,266 Deferred revenue 852,015 1,970,216 Share-based compensation 21,940 517,841 Accrued expenses and other liabilities 341,553 404,316 Domestic net operating loss carryforwards 19,405,651 19,572,148 Foreign net operating loss carryforwards 198,017 17,997 Tax credit carryforwards 3,106,022 3,106,022 AMT tax credit carryforwards 233,007 464,571 Capital loss carryforwards 31,466 57,768 Fixed assets 178,502 218,412 Interest expense carryforwards 63,823 — Intangibles 287,547 625,126 Sub-total 24,754,761 27,030,683 Valuation allowance (22,424,261 ) (25,602,357 ) Total Deferred Tax Assets 2,330,500 1,428,326 Deferred Tax Liabilities: Prepaid commissions and other (100,569 ) — Tax method changes (1,227,047 ) — Deferred state income tax (279,540 ) (450,797 ) Foreign withholding taxes (481,892 ) (472,112 ) Total Deferred Tax Liabilities (2,089,048 ) (922,909 ) Net Deferred Tax Assets $ 241,452 $ 505,417 As of each reporting date, the Company considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. In assessing the Company’s ability to recover its deferred tax assets, the Company evaluated whether it is more likely than not that some portion or the entire deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating losses can be utilized. The Company considered all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income. Based on these factors the Company determined that its U.S. deferred tax assets with the exception of its Minimum Tax Credit are not realizable on a more-likely-than-not basis and has recorded a full valuation allowance against such net deferred tax assets. The Company’s valuation allowance decreased by $1.2 million due to operations and an additional $2.0 million primarily related to the adoption of ASC 606. As of December 31, 2018 , the Company had federal net operating loss carry forwards of approximately $86.1 million which are set to expire beginning in 2030, if not utilized . As of December 31, 2018 , the Company had approximately $3.1 million of research and development tax credit carryforwards which expire at various dates beginning in 2023, if not utilized. For U.S. purposes, the Company has not completed its evaluation of net operating losses and credit carryforwards utilization limitations under Internal Revenue Code, as amended (the “Code”), Section 382/383, change of ownership rules. If the Company has had a change in ownership, the net operating losses and credit carryforwards would be limited as to the amount that could be utilized each year and could be eliminated, based on the Code. The effective tax rate before income taxes varies from the current statutory federal income tax rate as follows: December 31, 2018 2017 Tax at Federal statutory rate $ (141,419 ) $ 371,003 Increase (reduction) in income taxes resulting from: State and local taxes 543,278 355,888 Non-deductible expenses 200,464 (50,579 ) Stock compensation 509,951 1,273,956 Net effect of foreign operations 79,607 (14,022 ) Uncertain tax positions (60,994 ) (41,482 ) Impact of U.S tax reform — 14,295,386 Change in valuation allowance (1,241,052 ) (15,072,298 ) Foreign withholding taxes 143,120 468,376 Decrease in unrecognized tax benefits — (1,427,906 ) Other 200,333 (150,716 ) $ 233,288 $ 7,606 On December 22, 2017 the U.S. government enacted comprehensive tax reform commonly referred to as the Tax Cuts and Jobs Act (“TCJA”). Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. Among other things, the TCJA (1) reduces the US statutory corporate income tax rate from 35% to 21% effective January 1, 2018 (2) eliminates the corporate alternative minimum tax (3) requires companies to record/pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred (4) creates new taxes on certain foreign sourced earnings (5) changes rules related to uses and limitations of net operating loss carryforwards beginning after December 31, 2017. While the TCJA provides for a modified territorial tax system, beginning in 2018, global intangible low-taxed income (“GILTI”) provisions will be applied providing an incremental tax on low taxed foreign income. The GILTI provisions require inclusions in U.S. taxable income related to foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income elated to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company has selected the “period cost method” as its accounting policy with respect to the new GILTI tax rules. The TCJA reduces the corporate tax rate to 21% effective January 1, 2018. The Company remeasured its U.S. deferred tax assets and liabilities based on the lower federal rate and recorded a provisional income tax benefit of $13.5 million , offset by change in its valuation allowance of $13.6 million . The TCJA also enacted a one-time transition tax, which is based on the Company’s total post-1986 earnings and profits (“E&P”) that were previously deferred from U.S. income taxes. The Company recorded a provisional amount for the one-time transition tax liability for all of its foreign subsidiaries resulting in an income tax expense of $0.7 million , offset by valuation allowance. The Company has not yet completed its calculation of the total post-1986 E&P for these foreign subsidiaries as certain information is not readily available. As of December 31, 2018, the Company has completed its 2017 income tax returns and its accounting for the enactment-date income tax effects of the TCJA with no material adjustments to the provisional amounts recorded at December 31, 2017. Due to the change in U.S. federal tax law, the Company does not intend to indefinitely reinvest any of its unremitted foreign earnings. As of December 31, 2018 , the Company has provided for additional foreign withholding taxes totaling approximately $0.5 million on approximately $3.4 million of undistributed earnings of its subsidiaries operating outside of the United States for which withholding tax applies. A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows: 2018 2017 Balance at January 1, $ 180,202 $ 217,461 Increases to tax positions taken in prior years — 10,104 Expiration of statutes of limitation (42,275 ) (53,169 ) Translation (3,681 ) 5,806 Balance at December 31, $ 134,246 $ 180,202 At December 31, 2018 , $192,106 including interest, if recognized, would reduce the Company’s annual effective tax rate. As of December 31, 2018 , the Company had approximately $57,860 of accrued interest. The Company believes it is reasonably possible that $77,548 of its unrecognized tax benefits will reverse within the next 12 months due to expiring statute of limitations. The Company records any interest and penalties related to unrecognized tax benefits in income tax expense. The Company files federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2015 through 2018 tax years generally remain subject to examination by federal and most state tax authorities. In addition to the U.S., the Company’s major taxing jurisdictions include China, Taiwan, Japan, France and Germany. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The changes in Accumulated Other Comprehensive Loss, net of applicable tax, for December 31, 2018 are as follows: Foreign Net Total Accumulated other comprehensive income (loss) at December 31, 2017 $ (1,980,940 ) $ 22,097 $ (1,958,843 ) Other comprehensive income (loss) Other comprehensive income (loss) before reclassifications 59,035 (743 ) 58,292 Amounts reclassified from accumulated other comprehensive income — 5,449 5,449 Total other comprehensive income 59,035 4,706 63,741 Accumulated other comprehensive income (loss) at December 31, 2018 $ (1,921,905 ) $ 26,803 $ (1,895,102 ) The changes in Accumulated Other Comprehensive Loss, net of applicable tax, for December 31, 2017 are as follows: Foreign Net Total Accumulated other comprehensive income (loss) at December 31, 2016 $ (1,866,388 ) $ 28,675 $ (1,837,713 ) Other comprehensive income (loss) Other comprehensive income (loss) before reclassifications (114,552 ) (12,022 ) (126,574 ) Amounts reclassified from accumulated other comprehensive income (loss) — 5,444 5,444 Total other comprehensive income (loss) (114,552 ) (6,578 ) (121,130 ) Accumulated other comprehensive income (loss) at December 31, 2017 $ (1,980,940 ) $ 22,097 $ (1,958,843 ) For the year ended December 31, 2018 and 2017 , the amounts reclassified to net income (loss) related to the Company’s defined benefit plan and maturities of marketable securities. These amounts are included within “Operating income (loss)" within the consolidated statement of operations. |
Notes Payable and Stock Warrant
Notes Payable and Stock Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Notes Payable and Stock Warrants | Notes Payable and Stock Warrants As previously disclosed in the Company’s filings with the Securities and Exchange Commission, the Company was actively seeking financing in order to meet the Company’s operating cash flow needs. On November 17, 2017, HCP-FVA provided the Commitment, whereby it agreed to finance up to $3 million to the Company on the terms, and subject to the conditions, set forth in the Commitment letter. As part of the commitment, on November 17, 2017, the Company entered into a Loan Agreement with Lender and certain other loan parties named therein, pursuant to which the Lender made a Short Term Loan to the Company in the principal amount of $500,000 . Pursuant to the Short Term Loan, HCP-FVA received warrants to purchase 13,859,128 shares of the Company's common stock at a nominal exercise price ("Backstop Warrants"). The Short Term Loan was secured by all of the assets of the Company and guaranteed by each of the Company’s domestic subsidiaries. The Short Term Loan bore interest at a rate equal to the prime rate plus 0.75% . The Short Term Loan was due and payable on May 17, 2018, unless prepaid or satisfied through the issuance by the Company of Units (as defined below) in a proposed private placement (the "Financing") offered to certain eligible stockholders who were stockholders of the Company on November 17, 2017, as described below. On February 23, 2018, the Company closed on the Commitment from HCP-FVA to purchase up to $3 million of Units. HCP-FVA subscribed for the full $3 million of Units (at the Company’s election) in the Commitment by payment of $2.5 million in cash and the conversion of the $500,000 Short-Term Loan into Units. In consideration for HCP-FVA’s subscription of 3 million of Units, HCP-FVA was issued Financing Warrants (as hereinafter defined) to purchase 366,990,000 shares of the Company’s common stock for a nominal exercise price. In the Financing, the Company agreed to offer FalconStor stockholders as of November 17, 2017 who were accredited investors the opportunity to purchase up to a total of 40 million Units (inclusive of subscriptions by HCP-FVA). Each Unit had a purchase price of $0.371063 and consisted of the following (each, a “Unit”): i. $0.10 in senior secured debt (for a total of $4 million of senior secured debt assuming full subscription of the Financing), secured by all of the assets of the Company and guaranteed by each of the Company’s domestic subsidiaries, having an interest rate of prime plus 0.75% and a maturity date of June 30, 2021 (the “Term Loan”); ii. warrants to purchase 12.233 shares of the Company’s common stock for a nominal exercise price (for a total of 489.32 million shares assuming full subscription of the Financing) (the “Financing Warrants”); and iii. 0.0225 shares of Series A Preferred Stock at a per Unit price of $0.271063 (subject to increase to take into account accretion of the Series A Preferred Stock after December 31, 2018 ), all such shares to be acquired directly from their current holder, HCP-FVA. The closing of the Commitment effectively constituted HCP-FVA’s purchase of 30 million Units in the Financing. As a result, the maximum additional funds that the Company could receive in the Financing was $1,000,000 through the purchase of 10 million Units by other eligible stockholders. In exchange for serving as the backstop for the Financing, upon the closing of the Commitment, HCP-FVA received additional Backstop Warrants to purchase 41,577,382 shares of the Company’s common stock for a nominal exercise price, in addition to the 13,859,128 Backstop Warrants issued to HCP-FVA in connection with the making of the Short Term Loan. On February 23, 2018, in connection with HCP-FVA’s subscription in the Financing, the Company entered into an Amended and Restated Term Loan Credit Agreement, dated as of the same date (the “Amended and Restated Loan Agreement”), with HCP-FVA and certain other loan parties named therein setting forth the terms of the Term Loan. The Amended and Restated Loan Agreement amended and restated the Loan Agreement. Under the Amended and Restated Loan Agreement, in the event the Term Loan is prepaid for any reason, such prepayment will be subject to the payment of a premium in an amount equal to 5% of the principal amount prepaid. The Term Loan is required to be prepaid upon the occurrence of certain events, including but not limited to certain asset dispositions, the incurrence of additional indebtedness, the receipt of insurance proceeds, and a change of control, subject to certain exceptions. The Amended and Restated Loan Agreement has customary representations, warranties and affirmative and negative covenants. The negative covenants include financial covenants by the Company to maintain minimum cash denominated in U.S. dollars plus accounts receivable outstanding for less than 90 days of $2 million . The Amended and Restated Loan Agreement also contains customary events of default, including but not limited to payment defaults, cross defaults with certain other indebtedness, breaches of covenants, bankruptcy events and a change of control. In the case of an event of default, as administrative agent under the Loan Agreement, HCP-FVA may (and upon the written request of lenders holding in excess of 50% of the Term Loan, which must include HCP-FVA, is required to accelerate payment of all obligations under the Loan Agreement, and seek other available remedies). On April 23, 2018, HCP-FVA exercised most of its Backstop Warrants on a cash-less basis and was issued 53,370,601 shares of the Company's common stock. HCP-FVA continues to hold Backstop Warrants to purchase 1,543,630 shares of common stock. The Commitment and the Financing were approved by the Company’s Board of Directors, based on a recommendation of a special committee of independent directors, with Mr. Hale recusing himself. On October 9, 2018, FalconStor closed on the final tranche of its previously-announced Financing of Units to certain eligible stockholders of the Company. As a result, the Company received an additional $1,000,000 of gross proceeds from new investors (the “New Investors”) which is in addition to the $3,000,000 of gross proceeds previously received from HCP-FVA through the subscription of 30,000,000 Units pursuant to the Commitment on February 23, 2018. In addition to providing the Company with $1,000,000 of gross proceeds, the New Investors purchased $520,000 of the Term Loan held by HCP-FVA and 342,000 of the 900,000 shares of Series A Preferred Stock held by HCP-FVA. Financing Warrants to purchase 63,610,935 shares of Common Stock held by HCP-FVA were also cancelled. Accordingly, the New Investors hold Financing Warrants to purchase 185,942,009 shares of Common Stock and HCP-FVA now holds Financing Warrants to purchase 303,379,065 shares of Common Stock. The transfer of securities by HCP-FVA to New Investors was subject to certain transfer limitations to ensure the preservation of the Company’s net operating loss carry forward. In December 2018, the Company received proceeds of approximately $489,321 from the exercise of Financing Warrants. During the fiscal years-ended December 31, 2018 and December 31, 2017 , FalconStor was unable to make its Series A Preferred Stock quarterly dividend payments, and was subject to mandatory redemption under the Series A Preferred Stock purchase agreement. In conjunction with the Commitment, Hale Capital agreed to postpone the date of the mandatory redemption of the Series A Preferred Stock from August 5, 2017 to July 30, 2021, and to waive prior breaches of the terms of the Series A Preferred Stock which had also triggered a mandatory redemption right (“Series A Mandatory Redemption Extension”). Accordingly, as a result of these changes, for accounting purposes, the Series A Preferred Stock is considered new Series A Preferred Stock. As a result, the Company assessed whether the transaction was a troubled debt restructuring. Although the Company meets the criteria of a debtor experiencing financial difficulties as described above in Accounting Standards Code ("ASC") 470-60-55-8, Hale Capital was not granted a concession as defined in ASC 470-60-55-10 as the effective interest rate for both the Series A Preferred Stock and the Original Loan was higher following the restructuring of Series A Preferred Stock and Long-Term Debt compared to the interest rate immediately before the restructuring. Since no concession was granted, Troubled Debt Restructuring accounting guidance does not apply. As part of the analysis, the present value of the cash flows under the terms of the new Series A Preferred Stock and loans are greater than 10% different than the present value of the old Series A Preferred Stock and loans cash flows, as such extinguishment treatment applies. There is no beneficial conversion feature associated with the revised Series A Preferred Stock. When preferred stock is extinguished, the issuer should include the gain or loss on extinguishment in its net income attributable to common shareholders used to calculate earnings per share, as described in ASC 260-10-S99-2. When multiple instruments are issued in a single transaction, the total proceeds from the transaction should be allocated among the individual freestanding instruments identified. Since Hale Capital previously held all of the debt and Series A Preferred Stock, the restructuring is considered to be a capital transaction as of December 31, 2018 . As such the gain or loss was recorded in equity. ASC 470-20-25-2 requires that debt or stock with detachable warrants issued in a bundled transaction with debt and equity proceeds be accounted for separately, based on the relative fair values of each instrument. The proceeds allocated to the Backstop Warrants and Financing Warrants were valued at $4,143,000 . Derivative treatment did not apply to the warrants issued in association with the restructuring based upon the warrants being penny warrants (pre-paid stock). Warrants should be considered outstanding in earnings per share calculation if the Company is profitable to common shareholders; otherwise, warrants should be excluded as the effect would be antidilutive. At the time of the grant of Warrants in February 2017, the Company had insufficient shares outstanding to accommodate the exercise of the Financing Warrants granted as detailed in the Background section above. ASC 480 "Distinguishing Liabilities from Equity" is referenced below to determine whether such warrants need to be recorded as liabilities or equity. Warrant grants that do not have associated outstanding common shares should be recorded as liabilities as the Company would be required to settle such obligations using cash settlement (deficient by 368,533,620 shares). Changes in the fair value of the liability from period to period should be reflected within earnings. On June 22, 2018, the Company filed a certificate of amendment to the Company’s Restated Certificate of Incorporation to increase the authorized shares of common stock to 800,000,000 . As a result, the fair value of these Warrants have been reclassified to equity. The Warrants contain standard antidilution language; therefore, they do not prevent a freestanding instrument from being considered indexed to the issuer’s own stock. The initial transaction was recorded as follows: At Inception February 23, 2018 Basis Fair Value Series A redeemable convertible preferred stock, net $ 10,312,113 $ 8,709,684 Notes payable, net 2,728,778 2,457,249 Warrant liability — 4,143,000 Total $ 13,040,891 $ 15,309,933 Deemed dividend $ 2,269,042 The Series A Preferred Stock consists of the following: Series A redeemable convertible preferred stock principal balance $ 9,000,000 Accrued dividends 1,312,112 Discount (1,602,428 ) Total Series A redeemable convertible preferred stock, net at inception on February 23, 2018 8,709,684 Accrued dividends 683,742 Accretion of preferred stock 363,280 Total Series A redeemable convertible preferred stock, net at December 31, 2018 $ 9,756,706 The notes payable balance consists of the following: Notes payable principal balance $ 3,000,000 Deferred issuance costs (254,247 ) Discount (288,504 ) Total notes payable, net at inception on February 23, 2018 2,457,249 Proceeds from issuance of long-term debt 1,000,000 Revaluation of long-term debt (447,008 ) Accretion of discount 202,195 Deferred issuance costs (87,609 ) Total notes payable, net at December 31, 2018 $ 3,124,827 |
Series A Redeemable Convertible
Series A Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Series A Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock The Company has 900,000 shares of Series A Preferred Stock outstanding . Pursuant to the Amended and Restated Certificate of Designations, Preferences and Rights for the Series A Preferred Stock (the ”Certificate of Designations”), each share of Series A Preferred Stock can be converted into shares of the Company’s Common Stock, at an initial conversion price equal to $1.02488 per share, subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction, (i) at any time at the option of the holder or (ii) by the Company if, following the first anniversary of the issuance of the Series A Preferred Stock (subject to extension under certain circumstances), the volume weighted average trading price per share of the Company’s Common Stock for sixty ( 60 ) consecutive trading days exceeds 250% of the conversion price and continues to exceed 225% of the conversion price through the conversion date, subject at all times to the satisfaction of, and the limitations imposed by, the equity conditions set forth in the Certificate of Designations (including, without limitation, the volume limitations set forth therein). Pursuant to the Certificate of Designations, the holders of the Series A Preferred Stock are entitled to receive quarterly dividends at the prime rate (provided in the Wall Street Journal Eastern Edition) plus 5% (up to a maximum dividend rate of 10% ), payable in cash or in kind (i.e., through the issuance of additional shares of Series A Preferred Stock), except that the Company is not permitted to pay such dividends in cash while any indebtedness and the Company’s Amendment and Restated Loan Agreement remains outstanding without the consent of the holders of the Series A Preferred Stock. In addition, the declaration and payment of dividends is subject to compliance with applicable law and unpaid dividends will accrue. A holder’s right to convert its shares of Series A Preferred Stock and receive dividends in the form of Common Stock is subject to certain limitations including, among other things, that the shares of Common Stock issuable upon conversion or as dividends will not, prior to receipt of stockholder approval, result in any holder beneficially owning greater than 19.99% of the Company’s currently outstanding shares of Common Stock. The Series A Preferred dividends shall accrue whether or not the declaration or payment of such Series A Preferred dividends are prohibited by applicable law, whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized or declared. Upon certain triggering events, such as bankruptcy, insolvency or a material adverse effect or failure of the Company to issue shares of Common Stock upon conversion of the Series A Preferred Stock in accordance with its obligations, the holders may require the Company to redeem all or some of the Series A Preferred Stock at a price per share equal to the greater of (i) the sum of 100% of the stated value of a share of Series A Preferred Stock plus accrued and unpaid dividends with respect thereto, and (ii) the product of the number of shares of Common Stock underlying a share of Series A Preferred Stock and the closing price as of the occurrence of the triggering event. On or after July 30, 2021, each holder of Series A Preferred Stock can also require the Company to redeem its Series A Preferred Stock in cash at a per share price equal to 100% of the stated value of a share of Series A Preferred Stock plus accrued and unpaid dividends with respect thereto. Notwithstanding the forgoing, no holder of Series A Preferred Stock is permitted to exercise any rights or remedies upon a Breach Event or to exercise any redemption rights under the Certificate of Designations, unless approved by the holders of a majority of the then outstanding shares of Series A Preferred Stock. Upon consummation of a fundamental sale transaction, the Series A Preferred Stock shall be redeemed at a per share redemption price equal to the greater of (y) 250% of the per share purchase price of the Series A Preferred Stock and (z) the price payable in respect of such share of Series A Preferred Stock if such share of Series A Preferred Stock had been converted into such number of shares of Common Stock in accordance with the Certificate of Designations (but without giving effect to any limitations or restrictions contained therein) immediately prior to such fundamental sale transaction; provided however that the 250% threshold is changed to 100% if the fundamental sale transaction is approved by the two Series A Directors (as defined in the Certificate of Designations). In addition, if the Company consummates an equity or debt financing that results in more than $5.0 million of net proceeds to the Company and/or its subsidiaries, the holders of Series A Preferred Stock will have the right, but not the obligation, to require the Company to use the net proceeds in excess of $5.0 million to repurchase all or a portion of the Series A Preferred Stock at a per share price equal to the greater of (i) the sum of 100% of the stated value of such share of Series A Preferred Stock plus accrued and unpaid dividends with respect thereto, and (ii) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible multiplied by the greater of (y) the closing price of the Common Stock on the date of announcement of such financing or (z) the closing price of the Common Stock on the date of consummation of such financing. Each holder of Series A Preferred Stock has a vote equal to the number of shares of Common Stock into which its Series A Preferred Stock would be convertible as of the record date. In addition, the holders of a majority of the Series A Preferred Stock must approve certain actions, including approving any amendments to the Company’s Charter or Bylaws that adversely affects the voting powers, preferences or other rights of the Series A Preferred Stock; payment of dividends or distributions; any liquidation, capitalization, reorganization or any other fundamental transaction of the Company; issuance of any equity security senior to or on parity with the Series A Preferred Stock as to dividend rights, redemption rights, liquidation preference and other rights; issuances of equity below the conversion price; 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 of the capital stock of the Company. The Company has classified the Series A 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 Preferred Stock, the contingent redemption put options in the Series A 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 was bifurcated from the Series A Preferred Stock and recorded as a liability. As of December 31, 2018 and December 31, 2017 the fair value of these derivative instruments was $498,086 and $445,838 , respectively, and were included in "other long-term liabilities" within the consolidated balance sheets. The loss on the change in fair value of these derivative instruments for the twelve months ended December 31, 2018 and December 31, 2017 of 52,248 and $108,976 , respectively, were included in “interest and other loss, net” within the consolidated statement of operations. The fair value of these derivative instruments and the loss recorded on the change in the fair value of these derivative instruments, which was included in “Interest and other income, net” within the condensed consolidated statement of operations, for the twelve months ended December 31, 2018 and 2017 , were as follows: Years Ended December 31, 2018 2017 Beginning Balance $ 445,838 $ 336,862 Total loss recognized in earnings 52,248 108,976 Ending Balance $ 498,086 $ 445,838 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 Preferred Stock. These costs were being accreted to the Series A 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. This accretion was accelerated as of December 31, 2016 due to the failure of the financial covenants and the redemption right of the holders at that time. In connection with the Commitment, Hale agreed to the Series A mandatory extension and waived prior breaches of the terms of the Series A Preferred Stock. The Company included deductions for accretion, deemed and accrued dividends on the Series A Preferred Stock as adjustments to net income (loss) attributable to common stockholders on the statement of operations and in determining income (loss) per share for the twelve months ended December 31, 2018 and 2017 , respectively. The following represents a reconciliation of net loss attributable to common stockholders for the twelve months ended December 31, 2018 and 2017 , respectively: Years Ended December 31, 2018 2017 Net income (loss) $ (906,714 ) $ 1,052,401 Effects of Series A redeemable convertible preferred stock: Less: Accrual of Series A redeemable convertible preferred stock dividends 1,035,977 873,043 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 254,212 — Less: Deemed dividend on Series A redeemable convertible preferred stock 2,269,042 — Net income (loss) attributable to common stockholders $ (4,465,945 ) $ 179,358 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Amendments to Articles of Incorporation On June 22, 2018, following stockholder approval, the Company filed a certificate of amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State to increase the authorized shares of common stock, $.001 par value per share, to 800,000,000 and filed an Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Amended and Restated Certificate of Designations”) with the Delaware Secretary of State to implement certain modifications to the terms of the Company’s Series A Preferred Stock. Stock Repurchase Activity During the year ended December 31, 2018 and December 31, 2017 , the Company repurchased no shares of its common stock. As of December 31, 2018 , the Company had the authorization to repurchase 4,907,839 shares of its common stock based upon its judgment and market conditions. |
Share-Based Payment Arrangement
Share-Based Payment Arrangements | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payment Arrangements | Share-Based Payment Arrangements On June 22, 2018, the Company's stockholders adopted the FalconStor Software, Inc. 2018 Incentive Stock Plan (the "2018 Plan"). The 2018 Plan is administered by the Compensation Committee and provides for the issuance of up to 147,199,698 shares of the Company's common stock upon the grant of shares with such restrictions as determined by the Compensation Committee to the employees and directors of, and consultants providing services to, the Company or its affiliates. Exercise prices of the options will be determined by the Compensation Committee, subject to the consent of Hale Capital. The vesting terms shall be performance based and determined by the Committee, subject to the consent of Hale Capital, based on various factors, including (i) the return of capital to the holders of the Series A Preferred Stock and the Company’s Common Stock in the event of a Change of Control, (ii) the repayment of the Company’s obligations under its senior secured debt, and (iii) the Company’s free cash flow. Seventy percent ( 70% ) of the Shares issuable under the 2018 Plan shall be granted as stock options. The remaining thirty percent ( 30% ) of the shares subject to the Plan plus any returned shares will be reserved for future grants of awards to new hires. The 2016 Incentive Stock Plan (the "2016 Plan") was terminated in April 2018. The following table summarizes the 2018 Plan, which was the only plan under which the Company was able to grant equity compensation as of December 31, 2018: Name of Plan Shares Shares Available Shares FalconStor Software, Inc. 2018 Incentive Stock Plan 147,199,698 147,199,698 — The following table summarizes the Company’s equity plans that have expired but that still have equity awards outstanding as of December 31, 2018 : Name of Plan Shares Available for Grant Shares Outstanding FalconStor Software, Inc., 2016 Incentive Stock Plan — 505,000 FalconStor Software, Inc., 2006 Incentive Stock Plan — 944,200 FalconStor Software, Inc., 2000 Stock Option Plan — 4,500 All outstanding options granted under the Company’s equity plans have terms of ten years . A summary of the Company’s stock option activity for 2018 is as follows: Number of Weighted Weighted Aggregate Options Outstanding at December 31, 2017 2,026,200 $ 2.14 5.32 $ — Granted — $ — Exercised — $ — Forfeited (451,000 ) $ 2.55 Expired (221,500 ) $ 5.82 Options Outstanding at December 31, 2018 1,353,700 $ 1.40 5.60 $ — Options Exercisable at December 31, 2018 1,031,500 $ 1.63 4.90 $ — Options Expected to Vest after December 31, 2018 322,200 $ 0.67 7.47 $ — Stock option exercises are fulfilled with new shares of common stock. Related to the 2016 Plan, many share-based compensation awards were forfeited and the related expense reversed accordingly, resulting in negative expense in the period. The following table summarizes the share-based compensation expense for all awards issued under the Company’s stock equity plans in the following line items in the consolidated statements of operations: Years ended December 31, 2018 2017 Cost of revenue - Support and Service 26,203 64,427 Research and development costs 77,116 233,955 Selling and marketing 19,615 48,286 General and administrative (58,262 ) 76,285 $ 64,672 $ 422,953 The Company did not recognize any tax benefits related to share-based compensation expense during the years ended December 31, 2018 and 2017 . The Company has the ability to issue both restricted stock and restricted stock units. The fair value of the restricted stock awards and restricted stock units are expensed at the fair value per share at date of grant for directors, officers and employees. A summary of the total stock-based compensation expense related to restricted stock awards and restricted stock units, which is included in the Company’s total share-based compensation expense for each respective year, is as follows: Years ended December 31, 2018 2017 Directors, officers and employees $ (49,289 ) $ 167,369 A summary of the Company’s restricted stock activity for 2018 is as follows: Number of Restricted Stock Awards Non-Vested at December 31, 2017 548,968 Granted — Vested (32,300 ) Forfeited (416,668 ) Non-Vested at December 31, 2018 100,000 Restricted stock and restricted stock units are fulfilled with new shares of common stock. The total intrinsic value of restricted stock for which the restrictions lapsed during the years ended December 31, 2018 and 2017 was $0 . Options granted to non-employee consultants have exercise prices equal to the fair market value of the stock on the date of grant and a contractual term of ten years . Restricted stock awards granted to non-employee consultants have a contractual term equal to the lapse of restriction(s) of each specific award. Vesting periods for share-based awards granted to non-employee consultants range from immediate vesting to three years depending on service requirements. A summary of the total stock-based compensation expense related to share-based awards granted to non-employee consultants, which is included in the Company’s total share-based compensation expense for each respective period, is as follows: Years ended December 31, 2018 2017 Non-qualified stock options $ — $ 41,159 Restricted stock awards — — $ — $ 41,159 The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model. For awards with market conditions the Company utilizes the Monte Carlo simulation model to estimate the fair value. The Company believes that these valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in estimating the fair value of the Company’s share-based payments granted during the years ended December 31, 2018 and 2017 . Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the employees who receive equity awards. No awards were granted during the year ended December 31, 2018. The per share weighted average fair value of share-based payments granted during the years ended December 31, 2017 was $0.23 . In addition to the exercise and grant date prices of the awards, certain weighted average assumptions were used to estimate the fair value of share-based payment grants in the respective periods are listed in the table below: Years ended December 31, 2018 2017 Expected dividend yield N/A 0% Expected volatility N/A 57 % - 59% Risk-free interest rate N/A 1.94% - 2.02% Expected term (years) N/A 5.5 Discount for post-vesting restrictions N/A N/A Options granted to officers, employees and directors during fiscal 2017 have exercise prices equal to the fair market value of the stock on the date of grant, a contractual term of ten years , and a vesting period generally of three years . The Company estimates expected volatility based primarily on historical daily volatility of the Company’s stock and other factors, if applicable. The risk-free interest rate is based on the United States treasury yield curve in effect at the time of grant. The expected option term is the number of years that the Company estimates that options will be outstanding prior to exercise. The expected term of the awards was determined based upon an estimate of the expected term of “plain vanilla” options as prescribed in SEC Staff Accounting Bulletin (“SAB”) No. 110. As of December 31, 2018 , there was approximately $0.0 million total unrecognized compensation cost related to the Company’s unvested stock options, restricted stock and restricted stock unit awards granted under the Company’s stock plans. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 0.25 years. As of December 31, 2018 , the Company had 150,197,028 shares of common stock reserved for issuance upon the exercise or vesting of stock options, restricted stock, restricted stock units and warrants. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company’s headquarters are located in Austin, Texas. The Company has an operating lease covering its Melville, N.Y. 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 2018 through 2021. The following is a schedule of future minimum lease payments for all operating leases as of December 31, 2018 : 2019 $ 1,734,523 2020 1,567,637 2021 596,475 2022 — Thereafter — $ 3,898,635 These leases require the Company to pay its proportionate share of real estate taxes and other common charges. Total rent expense for operating leases was $1.1 million and $2.0 million for the years ended December 31, 2018 and 2017 , respectively. 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 year ended December 31, 2018 , 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. As described under Note 8, the holders of the Series A Preferred Stock have redemption rights upon certain triggering events. As of December 31, 2018, the Company did not fail any non-financial covenants related to the Company's Series A Preferred Stock. As of August 14, 2017, the Board appointed Todd Brooks as Chief Executive Officer effective August 14, 2017. In connection with Mr. Brooks’ appointment as Chief Executive Officer, the Board approved an offer letter to Mr. Brooks (the “Brooks Agreement”), which was executed on August 14, 2017. The Brooks Offer Letter provides that Mr. Brooks is entitled to receive an annualized base salary of $350,000 , payable in regular installments in accordance with the Company’s general payroll practices. Mr. Brooks will also be eligible for a cash bonus of $17,500 for any quarter that is free cash flow positive on an operating basis and additional incentive compensation of an annual bonus of up to $200,000 , subject to attainment of performance objectives to be mutually agreed upon and established. Pursuant to the Brooks Agreement, the Company created the 2018 Plan, which was adopted by the Company's stockholders on June 22, 2018. The 2018 Plan provides for the issuance of up to 147,199,698 shares which is based on up to 15% of the equity of the Company on a fully diluted basis, plus potentially two additional tranches of 2.5% of the equity of the Company on a fully diluted basis. Mr. Brooks’ employment can be terminated at will. If Mr. Brooks’ employment is terminated by the Company other than for cause he is entitled to receive severance equal to twelve ( 12 ) months of his base salary if (i) he has been employed by the Company for at least twelve ( 12 ) months at the time of termination or (ii) a change of control has occurred within six ( 6 ) months of Mr. Brooks’ employment. Except as set forth in the preceding sentence, Mr. Brooks is entitled to receive severance equal to six ( 6 ) months of his base salary if he has been employed by the Company for less than six ( 6 ) months and his employment was terminated by the Company without cause. Mr. Brooks is also entitled to vacation and other employee benefits in accordance with the Company’s policies as well as reimbursement for an apartment. On April 5, 2018, the Company announced the appointment of Brad Wolfe to serve as the Company’s Executive Vice President, Chief Financial Officer and Treasurer, effective April 9, 2018. Mr. Wolfe shall also assume the roles of principal financial officer and principal accounting officer of the Company. In connection with Mr. Wolfe’s appointment as Chief Financial Officer, the Board approved an offer letter to Mr. Wolfe (the “Wolfe Offer Letter”), which was executed on April 4, 2018. The Wolfe Offer Letter provides that Mr. Wolfe is entitled to receive an annualized base salary of $240,000 , payable in regular installments in accordance with the Company’s general payroll practices. Mr. Wolfe will also be eligible for a cash bonus of $10,000 for any quarter which has net working capital cash in excess of $27,500 and additional incentive compensation of an annual bonus of up to $70,000 , subject to attainment of performance objectives to be mutually agreed upon and established. As described under Note 14, the Company has incurred certain restructuring costs in connection with restructuring plans adopted in 2013 and 2017. In addition, as of December 31, 2018 , our liability for uncertain tax positions totaled $262,711 . At this time, the settlement period for the positions, including related accrued interest, cannot be determined. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative financial instruments for trading or speculative purposes. As of December 31, 2018 and 2017 , the Company had no foreign currency forward contracts outstanding. The Company did not utilize foreign currency forward contracts during the years ended December 31, 2018 and 2017 . As a result of the Company’s analysis of all the embedded conversion and put features within its 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. At the time of issuance of the Series A redeemable convertible preferred stock the fair value of these derivative instruments were recorded as a reduction to preferred stock. As of December 31, 2018 and 2017 , the fair value of these derivative instruments was $498,086 and $445,838 , respectively, and were included in "other long-term liabilities" within the consolidated balance sheets. The loss on the change in fair value of these derivative instruments for 2018 of $52,248 and the loss on the change in fair value of these derivative instruments for 2017 of $108,976 , were included in “interest and other loss, net” within the consolidated statement of operations. |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2018 | |
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. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs 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 expected 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, the Company expects the remaining accrued severance related costs to be paid once final settlement litigation is completed, which can be at various times over the next twelve months. In June 2017, the Board approved a comprehensive plan to increase operating performance (the “2017 Plan”). The 2017 Plan resulted in a realignment and reduction in workforce. The 2017 Plan was substantially completed by the end of the Company’s fiscal year ending December 31, 2018 , and when combined with previous workforce reductions in the second quarter of Fiscal 2017 reduced the Company’s workforce to approximately 81 employees. In connection with the 2017 Plan, the Company incurred severance expense of $1.2 million . In making these changes, the Company prioritized customer support and development while consolidating operations and streamlining direct sales resources allowing the company to focus on the install base and develop alternate channels to the market. Accrued restructuring costs as of December 31, 2018 associated with the 2013 and 2017 Plans is as follows: 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 165,228 12,161 177,389 Utilized/Paid (36,531 ) (27,183 ) (63,714 ) Balance at December 31, 2016 $ 846,337 $ — $ 846,337 Provisions/Additions (159,597 ) — (159,597 ) Utilized/Paid (38,341 ) — (38,341 ) Balance at December 31, 2017 $ 648,399 $ — $ 648,399 Provisions/Additions (173,265 ) 1,434,843 1,261,578 Utilized/Paid (13,773 ) (981,396 ) (995,169 ) Balance at December 31, 2018 $ 461,361 $ 453,447 $ 914,808 The severance related liabilities and facility and other liabilities are included within “accrued expenses” and "accounts payable" in the accompanying consolidated balance sheets. The expenses under the 2013 and 2017 Plans are included within “restructuring costs” in the accompanying consolidated statements of operations. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Defined Contribution Plan Effective July 2002, the Company established a voluntary savings and defined contribution plan (the “Plan”) under Section 401(k) of the Internal Revenue Code. This Plan covers all U.S. employees meeting certain eligibility requirements and allows participants to contribute a portion of their annual compensation. Employees are 100% vested in their own contributions. For the years ended December 31, 2018 and 2017 , the Company did not make any contributions to the Plan. Effective July 1, 2007, the Company, in accordance with the labor pension system in Taiwan, contributes 6% of salaries to individual pension accounts managed by the Bureau of Labor Insurance. The plan covers all Taiwan employees that elect the new pension system and all employees hired after July 1, 2005. For the years ended December 31, 2018 and 2017 , the Company contributed approximately $5,000 and $39,000 , respectively. Defined Benefit Plan The Company has a defined benefit plan covering employees in Taiwan. The Company accounts for its defined benefit plan in accordance with the authoritative guidance issued by the FASB on retirement benefits, which requires the Company to recognize the funded status of its defined benefit plan in the accompanying consolidated balance sheet, with the corresponding adjustment to accumulated other comprehensive income, net of tax. At December 31, 2018 and 2017 , $26,802 and $22,096 , respectively, is included in accumulated other comprehensive (loss) income for amounts that have not yet been recognized in net periodic pension cost. These amounts include the following: unrecognized transition obligation of $0 and $5,778 at December 31, 2018 and 2017 , respectively, and unrecognized actuarial gains of $26,802 and $33,545 at December 31, 2018 and 2017 , respectively. During 2018 , the total amount recorded in other comprehensive (loss) income related to the pension plan was $4,706 (net of tax), which consisted of an actuarial loss of $983 and the recognition of $5,689 of transition obligations recognized during 2018 as a component of net periodic pension cost. The transition obligation and actuarial gain included in accumulated other comprehensive (loss) income and expected to be recognized in net periodic pension cost for the year ended December 31, 2019 , is $5,689 and $594 respectively. Pension information for the years ended December 31, 2018 and 2017 , is as follows: 2018 2017 Accumulated benefit obligation $ 165,031 $ 222,113 Changes in projected benefit obligation: Projected benefit obligation at beginning of year 231,618 203,168 Interest cost 2,509 3,242 Actuarial loss 10,248 7,050 Benefits paid (64,016 ) — Service cost — — Currency translation (6,098 ) 18,158 Projected benefit obligation at end of year $ 174,261 $ 231,618 Changes in plan assets: Fair value of plan assets at beginning of year $ 190,950 $ 136,902 Actual return on plan assets 7,161 1,486 Benefits paid (64,016 ) — Employer contributions 5,148 39,547 Currency translation (4,892 ) 13,015 Fair value of plan assets at end of year $ 134,351 $ 190,950 Funded status $ (39,910 ) $ (40,668 ) Components of net periodic pension cost: Interest cost $ 2,509 $ 3,242 Expected return on plan assets (2,068 ) (2,185 ) Amortization of net loss 5,008 4,387 Service cost — — Net periodic pension cost $ 5,449 $ 5,444 The Company makes contributions to the plan so that minimum contribution requirements, as determined by government regulations, are met. Company contributions of approximately $5,000 are expected to be made during 2019 . Benefit payments of $177,000 are expected to be paid through 2028. The Company utilized the following assumptions in computing the benefit obligation at December 31, 2018 and 2017 as follows: Years ended December 31, 2018 2017 Discount rate 0.85 % 1.10 % Rate of increase in compensation levels 1.00 % 1.00 % Expected long-term rate of return on plan assets 0.85 % 1.10 % |
Segment Reporting and Concentra
Segment Reporting and Concentrations | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting and Concentrations | Segment Reporting and Concentrations The Company is organized in a single operating segment for purposes of making operating decisions and assessing performance. Revenues from the United States to customers in the following geographical areas for the years ended December 31, 2018 and 2017 , and the location of long-lived assets as of December 31, 2018 and 2017 , are summarized as follows: Years ended December 31, 2018 2017 Revenues: Americas $ 3,997,620 $ 7,629,508 Asia Pacific 6,867,306 9,147,888 Europe, Middle East, Africa and Other 6,972,980 8,383,167 Total Revenues $ 17,837,906 $ 25,160,563 December 31, 2018 2017 Long-lived assets: Americas $ 5,852,995 $ 5,754,977 Asia Pacific 736,970 822,885 Europe, Middle East, Africa and Other 155,708 213,371 Total long-lived assets $ 6,745,673 $ 6,791,233 For the years ended December 31, 2018 and 2017 , the Company had no customers that accounted for more than 10% of total revenue. As of December 31, 2018 , the Company had one customer that accounted for 17% of the gross accounts receivable balance. As of December 31, 2017 , the Company had one customer that accounted for 23% of the gross accounts receivable balance, respectively. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts Allowance for Returns and Doubtful Accounts | 12 Months Ended |
Dec. 31, 2018 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts - Allowance for Returns and Doubtful Accounts | Valuation and Qualifying Accounts – Allowance for Returns and Doubtful Accounts Period Ended Balance at Beginning of Period Charges / (Benefits) to Revenue (Increases) Deductions Balance at End of Period December 31, 2018 $ 354,542 (23,080 ) 169,350 $ 162,112 December 31, 2017 $ 260,676 141,234 47,368 $ 354,542 Note: Charges/benefits to the allowance for doubtful accounts are recorded within “general and administrative expenses” within the consolidated statements of operations. Charges/benefits to the return reserve for product and service are recorded within “product revenue” within the consolidated statements of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Related Party Transactions William Miller, a member of the Company's Board of Directors, is the Chairman and Chief Executive Officer of X-IO Technologies, Inc. (“X-IO Technologies”), an enterprise storage company. For the year ended December 31, 2018, the Company sold product to X-IO Technologies totaling $40,519 . Martin M. Hale, Jr., a member of the Company's Board of Directors, is a general partner of HCP-FVA, the holder in excess of 50% of the Company’s Series A redeemable convertible preferred stock. The Series A redeemable convertible preferred stock was purchased by Hale Capital Partners, LP, of which Mr. Hale is a general partner, pursuant to a September 16, 2013 stock purchase agreement with the Company at a time when Mr. Hale was not a director of the Company. Hale Capital Partners, LP subsequently assigned all of its rights in the Series A redeemable convertible preferred stock to HCP-FVA. Under the terms of the Certificate of Designations, the holders of the Series A convertible preferred stock are entitled, as a group, to nominate and to elect up to two directors so long as at least 85% of the Company's Series A redeemable convertible preferred stock is outstanding. HCP-FVA, the sole holder of the Series a convertible preferred stock, nominated and elected Mr. Hale in September 2013 and Michael P. Kelly on October 29, 2014, to the Company’s Board of Directors. On November 17, 2017, HCP-FVA provided a commitment letter to the Company agreeing to finance up to $3 million to the Company (the “Commitment”) on the terms, and subject to the conditions, set forth in that certain commitment letter. As part of that Commitment, on November 17, 2017, the Company entered into a Loan and Security Agreement with Lender and certain other loan parties named therein, pursuant to which the Lender made a short term loan to the Company in the principal amount of $500,000 payable on May 17, 2018. In connection with the Bridge Loan, the Company issued HCP-FVA Backstop Warrants to purchase 13,859,128 shares of Common Stock. See Note ( 7 ) Notes Payable and Stock Warrants for more information. On February 23, 2018, we closed on the Commitment whereby HCP-FVA purchased $3 million of Units (as defined in Note ( 7 ) Notes Payable and Stock Warrants ) to backstop a proposed private placement of Units to certain eligible stockholders of the Company. HCP-FVA subscribed for the full $3 million of Units (at the Company’s election) in the Commitment by payment of $2.5 million in cash and the conversion of the $500,000 Bridge Loan In connection therewith, the Company issued HCP-FVA additional BackStop Warrants to purchase 41,577,383 shares of Common Stock and Financing Warrants to purchase 366,990,000 shares of Common Stock. On October 9, 2018, FalconStor closed on the final tranche of its previously-announced Financing of Units to certain eligible stockholders of the Company. As a result, the Company received an additional $1,000,000 of gross proceeds from new investors (the “New Investors”) which is in addition to the $3,000,000 of gross proceeds previously received from HCP-FVA through the subscription of 30,000,000 Units pursuant to the Commitment on February 23, 2018. In addition to providing the Company with $1,000,000 of gross proceeds, the New Investors purchased $520,000 of the Term Loan held by HCP-FVA and 342,000 of the 900,000 shares of Series A Preferred Stock held by HCP-FVA. Financing Warrants to purchase 63,610,935 shares of Common Stock held by HCP-FVA were also cancelled. Accordingly, the New Investors hold Financing Warrants to purchase 185,942,009 shares of Common Stock and HCP-FVA now holds Financing Warrants to purchase 303,379,065 shares of Common Stock. The transfer of securities by HCP-FVA to New Investors was subject to certain transfer limitations to ensure the preservation of the Company’s net operating loss carry forward. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | As of December 31, 2018 , we had a working capital deficiency of $1.1 million , which is inclusive of current deferred revenue of $6.9 million , and a stockholders' deficit of $11.6 million . During the year ended December 31, 2018 , while we had net loss of $0.9 million and negative cash flow from operations of $1.5 million . Our cash and cash equivalents at December 31, 2018 was $3.1 million , an increase of $2.0 million as compared to December 31, 2017 . In June 2017, the Board approved a comprehensive plan to increase operating performance (the “2017 Plan”). The 2017 Plan resulted in a realignment in workforce. The 2017 Plan was substantially completed by the end of the Company’s fiscal year ending December 31, 2017, and when combined with previous workforce reductions in the second quarter of Fiscal 2017 reduced the Company’s workforce to approximately 81 employees. On November 17, 2017, HCP-FVA, LLC (the “Lender”) provided a commitment letter to the Company agreeing to finance up to $3 million to the Company (the “Commitment”) on the terms, and subject to the conditions, set forth in that certain commitment letter (see Note (7) Short-Term Loan and Commitment ). As part of that Commitment, on November 17, 2017, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Lender and certain other loan parties named therein, pursuant to which the Lender made a short term loan to the Company in the principal amount of $500,000 (the “Short Term Loan”). On February 23, 2018, the Company closed on the Commitment and the Lender subscribed for the full $3 million of Units in the Commitment by payment of $2.5 million in cash and the conversion of the $500,000 Short Term Loan. The $3 million term loan has an interest rate of prime plus 0.75% and a maturity date of June 30, 2021. The Lender is an affiliate of Hale Capital Partners, LP (together, "Hale Capital") and the Company's largest shareholder through its ownership of Series A redeemable preferred stock ("Series A Preferred Stock"), and an affiliate of Martin Hale, a Director of the Company. As part of the Commitment, Hale Captial also agreed to postpone the date of the optional redemption of the Series A Preferred Stock from August 5, 2017 to July 30, 2021, and to waive prior breaches of the terms of the Series A Preferred Stock which had triggered a redemption right. On October 9, 2018, FalconStor closed on the final tranche of its previously-announced Financing of Units (see Note (7) Short-Term Loan and Commitment ) to certain eligible stockholders of the Company. As a result, the Company received an additional $1,000,000 of gross proceeds from new investors (the “New Investors”) which is in addition to the $3,000,000 of gross proceeds previously received from HCP-FVA through the subscription of 30,000,000 Units pursuant to the Commitment on February 23, 2018. In December 2018, outstanding Warrants to purchase 489,321,074 were exercised resulting in the issuance of 489,321,074 shares of Common Stock (the “Warrant Exercise”). In connection with the Warrant Exercise, the Company received proceeds of approximately $489,321 , which was used to reduce the outstanding principal due on Amended and Restated Loan Agreement. We believe that our cash flows from operations and existing cash on hand are sufficient to conduct our planned operations and meet our contractual requirements through April 2, 2020. |
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 GAAP 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 on the Company’s significant accounting estimates discussed above. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows: Level 1 —Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 —Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 —Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. As of December 31, 2018 and 2017 , the fair value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximated carrying value due to the short maturity of these instruments. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible preferred stock are reviewed to determine whether or not they contain embedded derivative instruments that are required under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 815 “Derivatives and Hedging” (“ASC 815”) to be accounted for separately from the host contract, and recorded on the balance sheet at fair value. The fair value of derivatives are required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. |
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. Nature of Products and Services Licenses for on-premises software provide the customer with a right to use the software as it exists when made available to the customer. Customers may purchase perpetual licenses or subscribe to licenses, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. Revenue allocated to software maintenance and support services is recognized ratably over the contractual support period. Hardware products consist primarily of servers and associated components and function independently of the software products and as such as accounted for as separate performance obligations. Revenue allocated to hardware maintenance and support services is recognized ratably over the contractual support period. Professional services are primarily related to software implementation services and associated revenue is recognized upon customer acceptance. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a contract asset or receivable when revenue is recognized prior to invoicing, or unearned revenue when revenue is recognized subsequent to invoicing. For perpetual licenses with multi-year product maintenance agreements, the Company generally invoices customers at the beginning of the coverage period. For multi-year subscription licenses, the Company generally invoices customers annually at the beginning of each annual coverage period. The Company records a contract asset related to revenue recognized for multi-year on-premises licenses as its right to payment is conditioned upon providing product support and services in future years. The opening balance of accounts receivable, net of allowance for doubtful accounts, was $4.2 million as of January 1, 2018. There was no adjustment needed to accounts receivable for the cumulative effect of applying ASC 606 under the modified retrospective method. The opening balance of short and long-term contract assets, net of allowance for doubtful accounts, and adjusted for the cumulative effect of applying ASC 606 under the modified retrospective method, was $3.1 million as of January 1, 2018. As of December 31, 2018 and 2017, accounts receivable, net of allowance for doubtful accounts, was $3.6 million and $4.2 million , respectively. As of December 31, 2018 and 2017, short and long-term contract assets, net of allowance for doubtful accounts, was $1.2 million and $0.0 million , respectively. The allowances for doubtful accounts reflect the Company’s best estimates of probable losses inherent in the accounts receivable and contract assets’ balances. The Company determines the allowances based on known troubled accounts, historical experience, and other currently available evidence. Write-offs in the accounts receivable and contract assets allowance accounts during the years ended December 31, 2018 and 2017 were $0.1 million and $0.1 million , respectively. Deferred revenue is comprised mainly of unearned revenue related maintenance and technical support on term and perpetual licenses. Maintenance and technical support revenue is recognized ratably over the coverage period. Deferred revenue also includes contracts for professional services to be performed in the future which are recognized as revenue when the company delivers the related service pursuant to the terms of the customer arrangement. Changes in deferred revenue were as follows: Twelve Months Ended December 31, 2018 Balance at December 31, 2017 18,360,690 Cumulative effect of applying ASC 606 under the modified retrospective method* (5,359,579 ) Deferral of revenue 14,249,597 Recognition of revenue (17,837,906 ) Change in reserves (46,312 ) Balance at December 31, 2018 $ 9,366,490 *See Note (1) Summary of Significant Accounting Policies, section (s) to our Consolidated Financial Statements for further information. Deferred revenue includes invoiced revenue allocated to remaining performance obligations that has not yet been recognized and will be recognized as revenue in future periods. Deferred revenue was $9.4 million as of December 31, 2018, of which the Company expects to recognize approximately 73.2% of the revenue over the next 12 months and the remainder thereafter. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing its products and services, not to receive financing from our customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with maintenance and support revenue recognized ratably over the contract period, and multi-year on-premises licenses that are invoiced annually with product revenue recognized upon delivery. Significant Judgments The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is required to determine the standalone selling price (“SSP”) for each distinct performance obligation. For products and services aside from maintenance and support, the Company estimates SSP by adjusting the list price by historical discount percentages. SSP for software and hardware maintenance and support fees is based on the stated percentages of the fees charged for the respective products. The Company’s perpetual and term software licenses have significant standalone functionality and therefore revenue allocated to these performance obligations are recognized at a point in time upon electronic delivery of the download link and the license keys. Product maintenance and support services are satisfied over time as they are stand-ready obligations throughout the support period. As a result, revenues associated with maintenance services are deferred and recognized as revenue ratably over the term of the contract. Revenues associated with professional services are recognized at a point in time upon customer acceptance. Assets Recognized from Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has determined that its sales commission program meets the requirements for cost capitalization. Total capitalized costs to obtain a contract were immaterial during the periods presented and are included in other current and long-term assets on our consolidated balance sheets. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is recognized using the straight-line method over the estimated useful lives of the assets (3 to 7 years). Leasehold improvements are amortized on a straight-line basis over the terms of the respective leases or over their estimated useful lives, whichever is shorter. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. The Company has not amortized goodwill related to its acquisitions, but instead tests the balance for impairment. The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. The Company tests goodwill for impairment by first comparing the book value of net assets to the fair value of the reporting unit. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company’s annual impairment assessment is performed at December 31st of each year, and the Company has determined there to be no impairment for any of the periods presented. The Company has adopted the provisions of ASU 2017-4, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. " The new accounting pronouncement eliminates the second step of the goodwill impairment test. As a result, the Company's goodwill impairment test as of December 31, 2018 and December 31, 2017 included only one step, which is a comparison of the carrying value of its one reporting unit to its fair value, and any excess carrying value, up to the amount of goodwill allocated to that reporting unit, is impaired. This new accounting pronouncement also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The fair value of the Company's single reporting unit for purposes of its goodwill impairment test exceeded its carrying value as of December 31, 2018 and thus the Company determined there was no impairment of goodwill. As of December 31, 2017, the Company's single reporting unit for purposes of its goodwill impairment test had a negative carrying value and thus the Company determined there was no impairment of goodwill. Identifiable intangible assets include (i) assets acquired through business combinations, which include customer contracts and intellectual property, and (ii) patents amortized over three years using the straight-line method. |
Software Development Costs and Purchased Software Technology | Software Development Costs and Purchased Software Technology In accordance with the authoritative guidance issued by the FASB on costs of software to be sold, leased, or marketed, costs associated with the development of new software products and enhancements to existing software products are expensed as incurred until technological feasibility of the product has been established. Based on the Company’s product development process, technological feasibility is established upon completion of a working model. Amortization of software development costs is recorded at the greater of the straight-line basis over the product’s estimated life, or the ratio of current period revenue of the related products to total current and anticipated future revenue of these products. |
Income Taxes | Income Taxes The Company records income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In determining the period in which related tax benefits are realized for financial reporting purposes, excess share-based compensation deductions included in net operating losses are realized after regular net operating losses are exhausted. The Company accounts for uncertain tax positions in accordance with the authoritative guidance issued by the FASB on income taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return, should be recorded in the financial statements. Pursuant to the authoritative guidance, the Company may recognize the tax benefit from an uncertain tax position only if it meets the “more likely than not” threshold that the position will be sustained on examination by the taxing authority, based on the technical merits of the position or expiration of statutes. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. In addition, the authoritative guidance addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods, and also requires increased disclosures. The Company includes interest and penalties related to its uncertain tax positions as part of income tax expense within its consolidated statement of operations. |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the expected future cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. |
Share-Based Payments | Share-Based Payments |
Foreign Currency | Foreign Currency Assets and liabilities of foreign operations are translated at rates of exchange at the end of the period, while results of operations are translated at average exchange rates in effect for the period. Gains and losses from the translation of foreign assets and liabilities from the functional currency of the Company’s subsidiaries into the U.S. dollar are classified as accumulated other comprehensive loss in stockholders’ deficit. Gains and losses from foreign currency transactions are included in the consolidated statements of operations within interest and other loss, net. |
Earnings Per Share (EPS) | Earnings Per Share (EPS) 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 Series A redeemable convertible preferred stock outstanding. |
Investments | Investments As of December 31, 2018 and 2017 , the Company did not have any cost-method investments. |
Treasury Stock | Treasury Stock The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ deficit. |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements Revenue from Contracts with Customers In May 2014, the FASB ("Financial Accounting Standards Board") 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 replaces most existing revenue recognition guidance in GAAP in the United States and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We adopted the new guidance as of January 1, 2018 using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under previous revenue guidance. The most significant impact of the standard relates to our accounting for our term license revenue. Specifically, for Freestor software subscription licenses, revenue is now recognized at the time of delivery rather than ratably over the subscription period. The adoption of the standard resulted in an increase to the opening balance of accumulated deficit of $8.9 million , related to the cumulative effect of a decrease in deferred revenue of $5.4 million , an increase in contract assets of $3.1 million from the upfront recognition of term licenses and the general requirement to allocate the transaction price on a relative stand-alone selling price, and an increase of $0.4 million in prepaid expenses and other current assets. Following is a summary of the impact to the Company’s current financial results from adopting the new revenue recognition standard: Statements of Operations Under Previous Guidance New Revenue Standard Adjustment Under Current Accounting Guidance Year Ended December 31, 2018 Product revenue 9,250,082 (3,483,550 ) 5,766,532 Support and services revenue 12,071,374 — 12,071,374 Selling and marketing 4,461,572 (7,875 ) 4,453,697 Income tax expense (benefit) 233,288 — 233,288 Net income (loss) 2,568,961 (3,475,675 ) (906,714 ) Net loss attributable to common stockholders (990,270 ) (3,475,675 ) (4,465,945 ) Basic net loss per share attributable to common stockholders (0.01 ) (0.04 ) (0.05 ) Diluted net loss per share attributable to common stockholders (0.01 ) (0.04 ) (0.05 ) Balance Sheets Under Previous Guidance New Revenue Standard Adjustment Under Current Accounting Guidance December 31, 2018 Prepaid expenses and other current assets 1,488,171 421,675 1,909,846 Contract assets, net, current — 637,179 637,179 Contract assets, net, long-term — 516,643 516,643 Deferred revenue, net, current 8,735,622 (1,876,030 ) 6,859,592 Deferred tax liabilities, net 297,890 — 297,890 Deferred revenue, net, long-term 4,510,331 (2,003,433 ) 2,506,898 Accumulated deficit (128,362,754 ) 5,454,960 (122,907,794 ) The adoption of the revenue recognition standard had no impact to cash from or used in operating, financing, or investing on our condensed consolidated statements of cash flows. (t) Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans . The objective of the guidance is to improve the effectiveness of disclosure requirements on defined benefit pension plans and other postretirement plans. The guidance is effective for fiscal years beginning after December 15, 2020. The Company does not expect adoption of the new standard will have a material impact on its Condensed Consolidated Financial Statements.. In July 2018, the FASB issued ASU 2018-10 Leases (Topic 842),Codification Improvements and ASU 2018-11 Leases (Topic 842), Targeted Improvements , to provide additional guidance for the adoption of Topic 842 . ASU 2018-10 clarifies certain provisions and correct unintended applications of the guidance such as the application of implicit rate, lessee reassessment of lease classification, and certain transition adjustments that should be recognized to earnings rather than to stockholders' equity. ASU 2018-11 provides an alternative transition method and practical expedient for separating contract components for the adoption of Topic 842 . In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842) which requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases with terms greater than 12 months. ASU 2018-11, ASU 2018-10, and ASU 2016-02 (collectively, "the new lease standards") are effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We plan to adopt the standard effective January 1, 2019, applying the package of practical expedients to leases that commenced before the effective date whereby we will elect to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. We expect to record lease right of use assets of $2.9 million and related liabilities of $3.6 million on our balance sheet related to our operating leases. We have no financing leases. We expect no change to our consolidated statements of operations or cash flows. In July 2018, the FASB issued ASU 2018-09, Codification Improvements. The amendments in ASU 2018-09 affect a wide variety of Topics in the FASB Codification and apply to all reporting entities within the scope of the affected accounting guidance. The Company has evaluated ASU 2018-09 in its entirety and determined that the amendments related to Topic 718-740, Compensation-Stock Compensation-Income Taxes, are the only provisions that currently apply to the Company. The amendments in ASU 2018-09 related to Topic 718-740, Compensation-Stock Compensation-Income Taxes, clarify that an entity should recognize excess tax benefits related to stock compensation transactions in the period in which the amount of the deduction is determined. The amendments in ASU 2018-09 related to Topic 718-740 are effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of the new standard to have a material impact on the Company's Condensed Consolidated Financial Statements. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees . Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date. The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of the new standard to have a material impact on the Company's Condensed Consolidated Financial Statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which provides entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the 2017 Tax Cuts and Jobs Act (the "TCJA”) to retained earnings. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of this accounting standard to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Intangible Assets and Goodwill | The gross carrying amount and accumulated amortization of goodwill and other intangible assets as of December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Goodwill $ 4,150,339 $ 4,150,339 Other intangible assets: Gross carrying amount $ 3,891,241 $ 3,816,402 Accumulated amortization (3,799,907 ) (3,674,771 ) Net carrying amount $ 91,334 $ 141,631 |
Summary of Software Development Costs | The gross carrying amount and accumulated amortization of software development costs as of December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Software development costs: Gross carrying amount $ 2,950,132 $ 2,917,215 Accumulated amortization (2,861,363 ) (2,637,801 ) Software development costs, net $ 88,769 $ 279,414 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 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 years ended December 31, 2018 and 2017 : Year Ended December 31, 2018 2017 Stock options, warrants and restricted stock 2,997,330 16,434,296 Series A redeemable convertible preferred stock 8,781,516 8,781,516 Total anti-dilutive common stock equivalents 11,778,846 25,215,812 |
Computation of Earnings Per Share | The following represents a reconciliation of the numerators and denominators of the basic and diluted EPS computation: Year Ended December 31, 2018 2017 Numerator: Net income (loss) $ (906,714 ) $ 1,052,401 Effects of Series A redeemable convertible preferred stock: Less: Accrual of Series A redeemable convertible preferred stock dividends 1,035,977 873,043 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 254,212 — Less: Deemed dividend on Series A redeemable convertible preferred stock $ 2,269,042 $ — Net income (loss) attributable to common stockholders $ (4,465,945 ) $ 179,358 Denominator: Weighted average basic shares outstanding 93,330,146 44,413,061 Effect of dilutive securities: Stock options, warrants and restricted stock — 2,586,266 Series A redeemable convertible preferred stock — — Weighted average diluted shares outstanding 93,330,146 46,999,327 EPS: Basic net income (loss) per share attributable to common stockholders $ (0.05 ) $ — Diluted net income (loss) per share attributable to common stockholders $ (0.05 ) $ — |
Impact on the Balance Sheet from Adopting Revenue Recognition Standard | Following is a summary of the impact to the Company’s current financial results from adopting the new revenue recognition standard: Statements of Operations Under Previous Guidance New Revenue Standard Adjustment Under Current Accounting Guidance Year Ended December 31, 2018 Product revenue 9,250,082 (3,483,550 ) 5,766,532 Support and services revenue 12,071,374 — 12,071,374 Selling and marketing 4,461,572 (7,875 ) 4,453,697 Income tax expense (benefit) 233,288 — 233,288 Net income (loss) 2,568,961 (3,475,675 ) (906,714 ) Net loss attributable to common stockholders (990,270 ) (3,475,675 ) (4,465,945 ) Basic net loss per share attributable to common stockholders (0.01 ) (0.04 ) (0.05 ) Diluted net loss per share attributable to common stockholders (0.01 ) (0.04 ) (0.05 ) Balance Sheets Under Previous Guidance New Revenue Standard Adjustment Under Current Accounting Guidance December 31, 2018 Prepaid expenses and other current assets 1,488,171 421,675 1,909,846 Contract assets, net, current — 637,179 637,179 Contract assets, net, long-term — 516,643 516,643 Deferred revenue, net, current 8,735,622 (1,876,030 ) 6,859,592 Deferred tax liabilities, net 297,890 — 297,890 Deferred revenue, net, long-term 4,510,331 (2,003,433 ) 2,506,898 Accumulated deficit (128,362,754 ) 5,454,960 (122,907,794 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: December 31, 2018 December 31, 2017 Computer hardware and software $ 16,345,218 $ 16,304,037 Furniture and equipment 601,938 571,004 Leasehold improvements 1,681,606 1,688,030 Property and equipment, gross 18,628,762 18,563,071 Less accumulated depreciation (18,194,827 ) (17,926,959 ) Property and equipment, net $ 433,935 $ 636,112 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 December 31, 2018 : Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant other Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ — $ — $ — $ — Total cash equivalents — — — — Derivative liabilities: Derivative Instruments 498,086 — — 498,086 Total derivative liabilities 498,086 — — 498,086 Total assets and liabilities measured at fair value $ 498,086 $ — $ — $ 498,086 The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2017 : Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant other Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds and commercial paper $ — $ — $ — $ — Total cash equivalents — — — — Derivative liabilities: Derivative Instruments 445,838 — — 445,838 Total derivative liabilities 445,838 — — 445,838 Total assets and liabilities measured at fair value $ 445,838 $ — $ — $ 445,838 |
Fair Value Measurements Using Significant Unobservable Inputs | The following table presents the Company’s assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of each of the years ended December 31, 2018 and 2017 : Fair Value Measurements Using Significant Unobservable Inputs (Level 3) December 31, 2018 December 31, 2017 Beginning Balance $ 445,838 $ 336,862 Total loss recognized in earnings 52,248 108,976 Ending Balance $ 498,086 $ 445,838 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are comprised of the following: December 31, 2018 December 31, 2017 Accrued compensation $ 136,446 $ 522,057 Accrued consulting and professional fees 1,749,108 1,207,061 Accrued marketing and promotion — — Other accrued expenses 64,775 259,579 Accrued income taxes 47,088 306,419 Accrued other taxes 420,695 378,374 Accrued hardware purchases — 31,499 Accrued restructuring costs 461,361 602,299 Accrued Series A redeemable convertible preferred stock dividends — 1,068,947 $ 2,879,473 $ 4,376,235 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before income taxes | Information pertaining to the Company’s income (loss) before income taxes and the applicable provision for income taxes is as follows: December 31, 2018 2017 Income (loss) before income taxes: Domestic income (loss) $ (1,105,447 ) $ 590,660 Foreign income 432,021 469,347 Total income (loss) before income taxes: (673,426 ) 1,060,007 Provision (benefit) for income taxes: Current: Federal $ (231,564 ) $ 2,640 State and local (47,304 ) (85,972 ) Foreign 244,396 238,729 (34,472 ) 155,397 Deferred: Federal $ 208,709 $ (530,478 ) State and local 308 (8,215 ) Foreign 58,743 390,902 267,760 (147,791 ) Total provision for income taxes: $ 233,288 $ 7,606 |
Schedule of deferred tax assets and liabilities | December 31, 2018 2017 Deferred Tax Assets: Allowance for receivables $ 35,218 $ 76,266 Deferred revenue 852,015 1,970,216 Share-based compensation 21,940 517,841 Accrued expenses and other liabilities 341,553 404,316 Domestic net operating loss carryforwards 19,405,651 19,572,148 Foreign net operating loss carryforwards 198,017 17,997 Tax credit carryforwards 3,106,022 3,106,022 AMT tax credit carryforwards 233,007 464,571 Capital loss carryforwards 31,466 57,768 Fixed assets 178,502 218,412 Interest expense carryforwards 63,823 — Intangibles 287,547 625,126 Sub-total 24,754,761 27,030,683 Valuation allowance (22,424,261 ) (25,602,357 ) Total Deferred Tax Assets 2,330,500 1,428,326 Deferred Tax Liabilities: Prepaid commissions and other (100,569 ) — Tax method changes (1,227,047 ) — Deferred state income tax (279,540 ) (450,797 ) Foreign withholding taxes (481,892 ) (472,112 ) Total Deferred Tax Liabilities (2,089,048 ) (922,909 ) Net Deferred Tax Assets $ 241,452 $ 505,417 |
Schedule of effective tax rate reconciliation | December 31, 2018 2017 Tax at Federal statutory rate $ (141,419 ) $ 371,003 Increase (reduction) in income taxes resulting from: State and local taxes 543,278 355,888 Non-deductible expenses 200,464 (50,579 ) Stock compensation 509,951 1,273,956 Net effect of foreign operations 79,607 (14,022 ) Uncertain tax positions (60,994 ) (41,482 ) Impact of U.S tax reform — 14,295,386 Change in valuation allowance (1,241,052 ) (15,072,298 ) Foreign withholding taxes 143,120 468,376 Decrease in unrecognized tax benefits — (1,427,906 ) Other 200,333 (150,716 ) $ 233,288 $ 7,606 |
Schedule of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows: 2018 2017 Balance at January 1, $ 180,202 $ 217,461 Increases to tax positions taken in prior years — 10,104 Expiration of statutes of limitation (42,275 ) (53,169 ) Translation (3,681 ) 5,806 Balance at December 31, $ 134,246 $ 180,202 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in Accumulated Other Comprehensive Loss, net of applicable tax, for December 31, 2018 are as follows: Foreign Net Total Accumulated other comprehensive income (loss) at December 31, 2017 $ (1,980,940 ) $ 22,097 $ (1,958,843 ) Other comprehensive income (loss) Other comprehensive income (loss) before reclassifications 59,035 (743 ) 58,292 Amounts reclassified from accumulated other comprehensive income — 5,449 5,449 Total other comprehensive income 59,035 4,706 63,741 Accumulated other comprehensive income (loss) at December 31, 2018 $ (1,921,905 ) $ 26,803 $ (1,895,102 ) The changes in Accumulated Other Comprehensive Loss, net of applicable tax, for December 31, 2017 are as follows: Foreign Net Total Accumulated other comprehensive income (loss) at December 31, 2016 $ (1,866,388 ) $ 28,675 $ (1,837,713 ) Other comprehensive income (loss) Other comprehensive income (loss) before reclassifications (114,552 ) (12,022 ) (126,574 ) Amounts reclassified from accumulated other comprehensive income (loss) — 5,444 5,444 Total other comprehensive income (loss) (114,552 ) (6,578 ) (121,130 ) Accumulated other comprehensive income (loss) at December 31, 2017 $ (1,980,940 ) $ 22,097 $ (1,958,843 ) |
Series A Redeemable Convertib_2
Series A Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Derivative Reconciliation | The fair value of these derivative instruments and the loss recorded on the change in the fair value of these derivative instruments, which was included in “Interest and other income, net” within the condensed consolidated statement of operations, for the twelve months ended December 31, 2018 and 2017 , were as follows: Years Ended December 31, 2018 2017 Beginning Balance $ 445,838 $ 336,862 Total loss recognized in earnings 52,248 108,976 Ending Balance $ 498,086 $ 445,838 |
Reconciliation of net loss attributable to common stockholders | The following represents a reconciliation of net loss attributable to common stockholders for the twelve months ended December 31, 2018 and 2017 , respectively: Years Ended December 31, 2018 2017 Net income (loss) $ (906,714 ) $ 1,052,401 Effects of Series A redeemable convertible preferred stock: Less: Accrual of Series A redeemable convertible preferred stock dividends 1,035,977 873,043 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 254,212 — Less: Deemed dividend on Series A redeemable convertible preferred stock 2,269,042 — Net income (loss) attributable to common stockholders $ (4,465,945 ) $ 179,358 |
Share-Based Payment Arrangeme_2
Share-Based Payment Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Details of Stock Option Plan | Name of Plan Shares Shares Available Shares FalconStor Software, Inc. 2018 Incentive Stock Plan 147,199,698 147,199,698 — |
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 December 31, 2018 : Name of Plan Shares Available for Grant Shares Outstanding FalconStor Software, Inc., 2016 Incentive Stock Plan — 505,000 FalconStor Software, Inc., 2006 Incentive Stock Plan — 944,200 FalconStor Software, Inc., 2000 Stock Option Plan — 4,500 |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity for 2018 is as follows: Number of Weighted Weighted Aggregate Options Outstanding at December 31, 2017 2,026,200 $ 2.14 5.32 $ — Granted — $ — Exercised — $ — Forfeited (451,000 ) $ 2.55 Expired (221,500 ) $ 5.82 Options Outstanding at December 31, 2018 1,353,700 $ 1.40 5.60 $ — Options Exercisable at December 31, 2018 1,031,500 $ 1.63 4.90 $ — Options Expected to Vest after December 31, 2018 322,200 $ 0.67 7.47 $ — |
Schedule of Share Based Compensation Recognized | The following table summarizes the share-based compensation expense for all awards issued under the Company’s stock equity plans in the following line items in the consolidated statements of operations: Years ended December 31, 2018 2017 Cost of revenue - Support and Service 26,203 64,427 Research and development costs 77,116 233,955 Selling and marketing 19,615 48,286 General and administrative (58,262 ) 76,285 $ 64,672 $ 422,953 |
Stock Based Compensation Expense - Restricted Stock | A summary of the total stock-based compensation expense related to restricted stock awards and restricted stock units, which is included in the Company’s total share-based compensation expense for each respective year, is as follows: Years ended December 31, 2018 2017 Directors, officers and employees $ (49,289 ) $ 167,369 |
Schedule of Restricted Stock Units Activity | A summary of the Company’s restricted stock activity for 2018 is as follows: Number of Restricted Stock Awards Non-Vested at December 31, 2017 548,968 Granted — Vested (32,300 ) Forfeited (416,668 ) Non-Vested at December 31, 2018 100,000 |
Schedule of Share-based Compensation, Nonemployee | A summary of the total stock-based compensation expense related to share-based awards granted to non-employee consultants, which is included in the Company’s total share-based compensation expense for each respective period, is as follows: Years ended December 31, 2018 2017 Non-qualified stock options $ — $ 41,159 Restricted stock awards — — $ — $ 41,159 |
Schedule of assumptions used to value share-based compensation | In addition to the exercise and grant date prices of the awards, certain weighted average assumptions were used to estimate the fair value of share-based payment grants in the respective periods are listed in the table below: Years ended December 31, 2018 2017 Expected dividend yield N/A 0% Expected volatility N/A 57 % - 59% Risk-free interest rate N/A 1.94% - 2.02% Expected term (years) N/A 5.5 Discount for post-vesting restrictions N/A N/A |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 December 31, 2018 : 2019 $ 1,734,523 2020 1,567,637 2021 596,475 2022 — Thereafter — $ 3,898,635 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | Accrued restructuring costs as of December 31, 2018 associated with the 2013 and 2017 Plans is as follows: 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 165,228 12,161 177,389 Utilized/Paid (36,531 ) (27,183 ) (63,714 ) Balance at December 31, 2016 $ 846,337 $ — $ 846,337 Provisions/Additions (159,597 ) — (159,597 ) Utilized/Paid (38,341 ) — (38,341 ) Balance at December 31, 2017 $ 648,399 $ — $ 648,399 Provisions/Additions (173,265 ) 1,434,843 1,261,578 Utilized/Paid (13,773 ) (981,396 ) (995,169 ) Balance at December 31, 2018 $ 461,361 $ 453,447 $ 914,808 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of Funded Status | Pension information for the years ended December 31, 2018 and 2017 , is as follows: 2018 2017 Accumulated benefit obligation $ 165,031 $ 222,113 Changes in projected benefit obligation: Projected benefit obligation at beginning of year 231,618 203,168 Interest cost 2,509 3,242 Actuarial loss 10,248 7,050 Benefits paid (64,016 ) — Service cost — — Currency translation (6,098 ) 18,158 Projected benefit obligation at end of year $ 174,261 $ 231,618 Changes in plan assets: Fair value of plan assets at beginning of year $ 190,950 $ 136,902 Actual return on plan assets 7,161 1,486 Benefits paid (64,016 ) — Employer contributions 5,148 39,547 Currency translation (4,892 ) 13,015 Fair value of plan assets at end of year $ 134,351 $ 190,950 Funded status $ (39,910 ) $ (40,668 ) |
Schedule of Pension Cost | Components of net periodic pension cost: Interest cost $ 2,509 $ 3,242 Expected return on plan assets (2,068 ) (2,185 ) Amortization of net loss 5,008 4,387 Service cost — — Net periodic pension cost $ 5,449 $ 5,444 |
Schedule of Assumptions Used in Computing Benefit Obligations | The Company utilized the following assumptions in computing the benefit obligation at December 31, 2018 and 2017 as follows: Years ended December 31, 2018 2017 Discount rate 0.85 % 1.10 % Rate of increase in compensation levels 1.00 % 1.00 % Expected long-term rate of return on plan assets 0.85 % 1.10 % |
Segment Reporting and Concent_2
Segment Reporting and Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue And Long Lived Assets By Geographical Areas | Revenues from the United States to customers in the following geographical areas for the years ended December 31, 2018 and 2017 , and the location of long-lived assets as of December 31, 2018 and 2017 , are summarized as follows: Years ended December 31, 2018 2017 Revenues: Americas $ 3,997,620 $ 7,629,508 Asia Pacific 6,867,306 9,147,888 Europe, Middle East, Africa and Other 6,972,980 8,383,167 Total Revenues $ 17,837,906 $ 25,160,563 December 31, 2018 2017 Long-lived assets: Americas $ 5,852,995 $ 5,754,977 Asia Pacific 736,970 822,885 Europe, Middle East, Africa and Other 155,708 213,371 Total long-lived assets $ 6,745,673 $ 6,791,233 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts Allowance for Returns and Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation Accounts | Period Ended Balance at Beginning of Period Charges / (Benefits) to Revenue (Increases) Deductions Balance at End of Period December 31, 2018 $ 354,542 (23,080 ) 169,350 $ 162,112 December 31, 2017 $ 260,676 141,234 47,368 $ 354,542 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | Feb. 23, 2018USD ($)shares | Jan. 01, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | Oct. 09, 2018USD ($) | Nov. 17, 2017USD ($)shares | Jun. 30, 2017employee | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Accounts receivable, net of allowances of $162,112 and $354,542, respectively | $ 4,200,000 | $ 3,605,411 | $ 3,605,411 | $ 4,168,015 | ||||||
Contract with Customer, Asset, Net | 1,200,000 | 1,200,000 | 0 | |||||||
Cash and cash equivalents | 3,059,677 | $ 3,059,677 | 1,011,472 | $ 3,391,528 | ||||||
Upon certain triggering events holders can redeem | 100.00% | |||||||||
Working Capital Deficiency | 1,100,000 | $ 1,100,000 | ||||||||
Deferred Revenue, Current | 6,859,592 | 6,859,592 | 11,760,327 | |||||||
Stockholders' Equity Attributable to Parent | 11,553,796 | 11,553,796 | 21,224,797 | |||||||
Amortization expense | 125,136 | 158,789 | ||||||||
Identifiable intangible assets, amortization expense, 2019 | 42,814 | 42,814 | ||||||||
Identifiable intangible assets, amortization expense, 2020 | 38,485 | 38,485 | ||||||||
Identifiable intangible assets, amortization expense, 2021 | 10,035 | 10,035 | ||||||||
Capitalized computer software amortization | 223,564 | 268,144 | ||||||||
Expected future amortization expense for software development costs, 2019 | 55,174 | 55,174 | ||||||||
Expected future amortization expense for software development costs, 2020 | 1,146 | 1,146 | ||||||||
Foreign currency transaction gain (loss) | (207,242) | 72,167 | ||||||||
Net Income (Loss) Attributable to Parent | 906,714 | (1,052,401) | ||||||||
Net Cash Provided by (Used in) Operating Activities | 1,510,967 | 2,574,420 | ||||||||
Cash, Period Increase (Decrease) | 2,000,000 | |||||||||
Share-based compensation expense | 64,672 | 422,953 | ||||||||
Modified retrospective opening balance adjustment | 8,929,204 | |||||||||
Allowance for Doubtful Accounts Receivable, Write-offs | 100,000 | 100,000 | ||||||||
Deferred Revenue | 9,366,490 | $ 9,366,490 | $ 18,360,690 | |||||||
Deferred Revenue, Revenue Expected To Be Recognized During Next 12 Months | 73.20% | |||||||||
Minimum | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful lives of the assets | 3 years | |||||||||
Maximum | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful lives of the assets | 7 years | |||||||||
Restructuring Plan, 2017 [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Entity Number of Employees | employee | 81 | |||||||||
Scenario, Forecast [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Operating Lease, Right-of-Use Asset | $ 2,900,000 | |||||||||
Operating Lease, Liability | $ 3,600,000 | |||||||||
Customer Contracts [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Finite intangible asset useful life | 3 years | |||||||||
Finance Commitment Loan | HCP-FVA, LLC | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Proceeds from issuance of long-term debt | $ 3,000,000 | |||||||||
Total loan commitment amount available | 3,000,000 | |||||||||
Loan and Security Agreement Short-term Loan | HCP-FVA, LLC | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Proceeds from issuance of long-term debt | $ 500,000 | |||||||||
Commitment Loan [Member] | HCP-FVA, LLC | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Proceeds from issuance of long-term debt | $ 3,000,000 | |||||||||
Warrants issued (in shares) | shares | 30,000,000 | |||||||||
Financing Of Units [Member] | New Investors [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Proceeds from issuance of long-term debt | $ 1,000,000 | |||||||||
Initial Backstop Warrant | Finance Commitment Loan | HCP-FVA, LLC | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Proceeds from warrants | $ 3,000,000 | |||||||||
Initial Backstop Warrant | Loan and Security Agreement Short-term Loan | HCP-FVA, LLC | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Proceeds from warrants | $ 2,500,000 | |||||||||
Warrants issued (in shares) | shares | 13,859,128 | |||||||||
Warrant Exercise [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Proceeds from warrants | $ 489,321 | |||||||||
Warrants issued (in shares) | shares | 489,321,074 | 489,321,074 | ||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Contract with Customer, Asset, Net | 3,100,000 | |||||||||
Deferred Revenue, Current | $ (1,876,030) | $ (1,876,030) | ||||||||
Net Income (Loss) Attributable to Parent | $ 3,475,675 | |||||||||
Modified retrospective opening balance adjustment | (8,900,000) | |||||||||
Deferred Revenue | $ (5,400,000) | |||||||||
Common Stock | Warrant Exercise [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 489,321,074 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Goodwill | $ 4,150,339 | $ 4,150,339 |
Other intangible assets | ||
Gross carrying amount | 3,891,241 | 3,816,402 |
Accumulated amortization | (3,799,907) | (3,674,771) |
Net carrying amount | $ 91,334 | $ 141,631 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Detail 1 (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Gross carrying amount | $ 2,950,132 | $ 2,917,215 |
Accumulated amortization | (2,861,363) | (2,637,801) |
Software development costs, net | $ 88,769 | $ 279,414 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Detail 2 (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock equivalents | 11,778,846 | 25,215,812 |
Stock options, warrants and restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock equivalents | 2,997,330 | 16,434,296 |
Series A redeemable convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock equivalents | 8,781,516 | 8,781,516 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Detail 3 (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||
Net income (loss) | $ (906,714) | $ 1,052,401 |
Preferred Stock Dividends and Other Adjustments [Abstract] | ||
Less: Accrual of Series A redeemable convertible preferred stock dividends | 1,035,977 | 873,043 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 254,212 | 0 |
Less: Deemed dividend on Series A redeemable convertible preferred stock | 2,269,042 | 0 |
Net income (loss) attributable to common stockholders | $ (4,465,945) | $ 179,358 |
Denominator: | ||
Weighted average basic shares outstanding (in shares) | 93,330,146 | 44,413,061 |
Effect of dilutive securities: | ||
Stock options and restricted stock | 0 | 2,586,266 |
Series A redeemable convertible preferred stock | 0 | 0 |
Weighted average diluted shares outstanding (in shares) | 93,330,146 | 46,999,327 |
EPS: | ||
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (0.05) | $ 0 |
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.05) | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Detail 4 (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Deferred Revenue Rollforward [Abstract] | |
Deferred Revenue | $ 18,360,690 |
Deferred Revenue, Cumulative Effect Of Change In Accounting Principle | (5,359,579) |
Deferred Revenue, Additions | 14,249,597 |
Deferred Revenue, Revenue Recognized | (17,837,906) |
Deferred Revenue, Increase (Decrease) In Reserves | (46,312) |
Deferred Revenue | $ 9,366,490 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Cumulative Effect of Change in Accounting Principle (Details) - USD ($) | Jan. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Modified retrospective opening balance adjustment | $ 8,929,204 | ||
Deferred Revenue | 9,366,490 | $ 18,360,690 | |
Contract with Customer, Asset, Net | $ 1,200,000 | $ 0 | |
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||
Modified retrospective opening balance adjustment | $ (8,900,000) | ||
Deferred Revenue | (5,400,000) | ||
Contract with Customer, Asset, Net | 3,100,000 | ||
Prepaid Expense and Other Assets | $ 400,000 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Impact on Financial Results from Adopting Revenue Recognition Standard (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Product revenue | $ 5,766,532 | $ 8,972,112 |
Support and services revenue | 12,071,374 | 16,188,451 |
Selling and marketing | 4,453,697 | 6,120,655 |
Income tax expense | 233,288 | 7,606 |
Net income (loss) | (906,714) | 1,052,401 |
Net income (loss) attributable to common stockholders | $ (4,465,945) | $ 179,358 |
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (0.05) | $ 0 |
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.05) | $ 0 |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Product revenue | $ 9,250,082 | |
Support and services revenue | 12,071,374 | |
Selling and marketing | 4,461,572 | |
Income tax expense | 233,288 | |
Net income (loss) | 2,568,961 | |
Net income (loss) attributable to common stockholders | $ (990,270) | |
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (0.01) | |
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.01) | |
Accounting Standards Update 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Product revenue | $ (3,483,550) | |
Support and services revenue | 0 | |
Selling and marketing | (7,875) | |
Income tax expense | 0 | |
Net income (loss) | (3,475,675) | |
Net income (loss) attributable to common stockholders | $ (3,475,675) | |
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (0.04) | |
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.04) |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Impact on the Balance Sheet from Adopting Revenue Recognition Standard (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Accumulated deficit | $ (122,907,794) | $ (130,930,284) |
Deferred Revenue, Noncurrent | 2,506,898 | 6,600,363 |
Deferred tax liabilities, net | 297,890 | 85,559 |
Deferred revenue, net | 6,859,592 | 11,760,327 |
Contract assets, net | 516,643 | 0 |
Prepaid expenses and other current assets | 1,909,846 | 1,244,494 |
Contract assets, net | 637,179 | $ 0 |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Accumulated deficit | (128,362,754) | |
Deferred Revenue, Noncurrent | 4,510,331 | |
Deferred tax liabilities, net | 297,890 | |
Deferred revenue, net | 8,735,622 | |
Contract assets, net | 0 | |
Prepaid expenses and other current assets | 1,488,171 | |
Contract assets, net | 0 | |
Accounting Standards Update 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Accumulated deficit | 5,454,960 | |
Deferred Revenue, Noncurrent | (2,003,433) | |
Deferred tax liabilities, net | 0 | |
Deferred revenue, net | (1,876,030) | |
Contract assets, net | 516,643 | |
Prepaid expenses and other current assets | 421,675 | |
Contract assets, net | $ 637,179 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Computer hardware and software | $ 16,345,218 | $ 16,304,037 |
Furniture and equipment | 601,938 | 571,004 |
Leasehold improvements | 1,681,606 | 1,688,030 |
Gross | 18,628,762 | 18,563,071 |
Less accumulated depreciation | (18,194,827) | (17,926,959) |
Net | $ 433,935 | $ 636,112 |
Property and Equipment (Detail
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Write off of fixed assets | $ 0 | $ 1,392,453 |
Accumulated depreciation on disposals of property and equipment | 0 | 1,301,408 |
Depreciation expense | $ 294,939 | $ 602,548 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Cash equivalents: | ||
Total cash equivalents | $ 0 | $ 0 |
Derivative liabilities: | ||
Derivative instruments, fair value | 498,086 | 445,838 |
Total derivative liabilities measured at fair value | 498,086 | 445,838 |
Total assets and liabilities measured at fair value | 498,086 | |
Money market funds and commercial paper | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Fair Value, Inputs, Level 1 | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Derivative liabilities: | ||
Derivative instruments, fair value | 0 | 0 |
Total derivative liabilities measured at fair value | 0 | 0 |
Total assets and liabilities measured at fair value | 0 | 0 |
Fair Value, Inputs, Level 1 | Money market funds and commercial paper | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Derivative liabilities: | ||
Derivative instruments, fair value | 0 | 0 |
Total derivative liabilities measured at fair value | 0 | 0 |
Total assets and liabilities measured at fair value | 0 | 0 |
Fair Value, Inputs, Level 2 | Money market funds and commercial paper | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Derivative liabilities: | ||
Derivative instruments, fair value | 498,086 | 445,838 |
Total derivative liabilities measured at fair value | 498,086 | 445,838 |
Total assets and liabilities measured at fair value | 498,086 | 445,838 |
Fair Value, Inputs, Level 3 | Money market funds and commercial paper | ||
Cash equivalents: | ||
Total cash equivalents | $ 0 | $ 0 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 445,838 | $ 336,862 |
Total loss recognized in earnings | 52,248 | 108,976 |
Ending Balance | $ 498,086 | $ 445,838 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 136,446 | $ 522,057 |
Accrued consulting and professional fees | 1,749,108 | 1,207,061 |
Accrued marketing and promotion | 0 | 0 |
Other accrued expenses | 64,775 | 259,579 |
Accrued income taxes | 47,088 | 306,419 |
Accrued other taxes | 420,695 | 378,374 |
Accrued hardware purchases | 0 | 31,499 |
Accrued restructuring costs | 461,361 | 602,299 |
Accrued Series A redeemable convertible preferred stock dividends | 0 | 1,068,947 |
Total accrued expenses | $ 2,879,473 | $ 4,376,235 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income (loss) before income taxes: | ||
Domestic income (loss) | $ (1,105,447) | $ 590,660 |
Foreign income | 432,021 | 469,347 |
Income (loss) before income taxes | (673,426) | 1,060,007 |
Provision (benefit) for income taxes: | ||
Federal | (231,564) | 2,640 |
State and local | (47,304) | (85,972) |
Foreign | 244,396 | 238,729 |
Total | (34,472) | 155,397 |
Deferred: | ||
Federal | 208,709 | (530,478) |
State and local | 308 | (8,215) |
Foreign | 58,743 | 390,902 |
Total | 267,760 | (147,791) |
Total provision (benefit) for income taxes | $ 233,288 | $ 7,606 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Tax Assets: | ||
Allowance for receivables | $ 35,218 | $ 76,266 |
Deferred revenue | 852,015 | 1,970,216 |
Share-based compensation | 21,940 | 517,841 |
Accrued expenses and other liabilities | 341,553 | 404,316 |
Domestic net operating loss carryforwards | 19,405,651 | 19,572,148 |
Foreign net operating loss carryforwards | 198,017 | 17,997 |
Tax credit carryforwards | 3,106,022 | 3,106,022 |
AMT tax credit carryforwards | 233,007 | 464,571 |
Capital loss carryforwards | 31,466 | 57,768 |
Fixed assets | 178,502 | 218,412 |
Interest expense carryforwards | 63,823 | 0 |
Intangibles | 287,547 | 625,126 |
Sub-total | 24,754,761 | 27,030,683 |
Valuation allowance | (22,424,261) | (25,602,357) |
Total Deferred Tax Assets | 2,330,500 | 1,428,326 |
Deferred Tax Liabilities: | ||
Prepaid commissions and other | (100,569) | 0 |
Tax method changes | (1,227,047) | 0 |
Deferred state income tax | (279,540) | (450,797) |
Foreign withholding taxes | (481,892) | (472,112) |
Total Deferred Tax Liabilities | (2,089,048) | (922,909) |
Net Deferred Tax Assets | $ 241,452 | $ 505,417 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Tax at Federal statutory rate | $ (141,419) | $ 371,003 |
Increase (reduction) in income taxes resulting from: | ||
State and local taxes | 543,278 | 355,888 |
Non-deductible expenses | 200,464 | (50,579) |
Stock compensation | 509,951 | 1,273,956 |
Net effect of foreign operations | 79,607 | (14,022) |
Uncertain tax positions | (60,994) | (41,482) |
Impact of U.S tax reform | 0 | 14,295,386 |
Change in valuation allowance | (1,241,052) | (15,072,298) |
Foreign withholding taxes | 143,120 | 468,376 |
Decrease in unrecognized tax benefits | 0 | (1,427,906) |
Other | 200,333 | (150,716) |
Total provision (benefit) for income taxes | $ 233,288 | $ 7,606 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at January 1, | $ 180,202 | $ 217,461 |
Increases to tax positions taken in prior years | 0 | 10,104 |
Expiration of statutes of limitation | (42,275) | (53,169) |
Translation | (3,681) | 5,806 |
Balance at December 31, | $ 134,246 | $ 180,202 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Jan. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Operating Loss Carryforwards [Line Items] | |||
Provision (benefit) for income taxes | $ 233,288 | $ 7,606 | |
Valuation allowance reduction due to Tax Act | $ 13,600,000 | 1,200,000 | |
Valuation allowance reduction due to adoption of new accounting principle | 2,000,000 | ||
Provisional income tax benefit | 13,500,000 | ||
Provisional transition tax | $ 700,000 | ||
Undistributed earnings of foreign subsidiaries | 3,400,000 | ||
Withholding tax liability | 500,000 | ||
Unrecognized tax benefits that would reduce effective tax rate | 192,106 | ||
Accrued interest | 57,860 | ||
Unrecognized tax benefits expected to reverse, net twelve months | 77,548 | ||
Research tax credit carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforwards | 3,100,000 | ||
Domestic tax authority | |||
Operating Loss Carryforwards [Line Items] | |||
Federal net operating loss carryforwards | $ 86,100,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | $ (1,958,843) | $ (1,837,713) |
Other comprehensive income (loss) | ||
Other comprehensive income (loss) before reclassifications | 58,292 | (126,574) |
Amounts reclassified from accumulated other comprehensive income (loss) | 5,449 | 5,444 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | (5,449) | (5,444) |
Total other comprehensive income (loss) | 63,741 | (121,130) |
Accumulated other comprehensive (loss) income, ending balance | (1,895,102) | (1,958,843) |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | (1,980,940) | (1,866,388) |
Other comprehensive income (loss) | ||
Other comprehensive income (loss) before reclassifications | 59,035 | (114,552) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 |
Total other comprehensive income (loss) | 59,035 | (114,552) |
Accumulated other comprehensive (loss) income, ending balance | (1,921,905) | (1,980,940) |
Net Minimum Pension Liability | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | 22,097 | 28,675 |
Other comprehensive income (loss) | ||
Other comprehensive income (loss) before reclassifications | (743) | (12,022) |
Amounts reclassified from accumulated other comprehensive income (loss) | 5,449 | 5,444 |
Total other comprehensive income (loss) | 4,706 | (6,578) |
Accumulated other comprehensive (loss) income, ending balance | $ 26,803 | $ 22,097 |
Notes Payable and Stock Warra_2
Notes Payable and Stock Warrants - Initial Transaction As Recorded (Details) - USD ($) | Dec. 31, 2018 | Feb. 23, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||
Notes payable, net | $ 3,124,827 | $ 2,457,249 | |
Deemed Dividend | $ 1,290,189 | $ 873,043 | |
Reported Value Measurement [Member] | |||
Class of Stock [Line Items] | |||
Series A redeemable convertible preferred stock, net | 10,312,113 | ||
Notes payable, net | 2,728,778 | ||
Warrant liability | 0 | ||
Total | 13,040,891 | ||
Estimate of Fair Value Measurement [Member] | |||
Class of Stock [Line Items] | |||
Series A redeemable convertible preferred stock, net | 8,709,684 | ||
Notes payable, net | 2,457,249 | ||
Warrant liability | 4,143,000 | ||
Total | 15,309,933 | ||
Deemed Dividend | $ 2,269,042 |
Notes Payable and Stock Warra_3
Notes Payable and Stock Warrants - Components of Preferred Stock (Details) - USD ($) | 2 Months Ended | 10 Months Ended |
Feb. 23, 2018 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||
Series A redeemable convertible preferred stock, redemption value | $ 9,000,000 | |
Series A redeemable convertible preferred stock, redemption value | $ 11,104,923 | |
Redeemable Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Series A redeemable convertible preferred stock, redemption value | 9,000,000 | 8,709,684 |
Temporary Equity, Accretion of Dividends | 1,312,112 | 683,742 |
Preferred Stock Redemption Discount | (1,602,428) | |
Preferred Stock, Accretion of Redemption Discount | 363,280 | |
Series A redeemable convertible preferred stock, redemption value | $ 8,709,684 | $ 9,756,706 |
Notes Payable and Stock Warra_4
Notes Payable and Stock Warrants - Additional Information (Details) - USD ($) | Oct. 09, 2018 | Apr. 23, 2018 | Feb. 23, 2018 | Nov. 17, 2017 | Dec. 31, 2018 | Jun. 22, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 16, 2013 |
Debt Instrument [Line Items] | |||||||||
Series A redeemable convertible preferred stock, shares issued | 900,000 | 900,000 | |||||||
Warrants exercised | $ 489,321 | ||||||||
Class Of Warrant Or Right, Unassociated Warrant Grants, Cash Settlement Obligation | 368,533,620 | ||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | 100,000,000 | ||||||
Redeemable Convertible Preferred Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Series A redeemable convertible preferred stock, shares issued | 900,000 | ||||||||
Redeemable Convertible Preferred Stock [Member] | New Investors [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Series A redeemable convertible preferred stock, shares issued | 342,000 | ||||||||
Estimate of Fair Value Measurement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants reserved for purchase | $ 4,143,000 | ||||||||
Finance Commitment Loan | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Total loan commitment amount available | $ 3,000,000 | ||||||||
Proceeds from issuance of long-term debt | 3,000,000 | ||||||||
Commitment Loan [Member] | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of long-term debt | $ 3,000,000 | ||||||||
Warrants issued (in shares) | 30,000,000 | ||||||||
Commitment Loan [Member] | Financing Warrants | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Class Of Warrant Of Right, Warrants Cancelled | 63,610,935 | ||||||||
Financing Of Units [Member] | New Investors [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of long-term debt | $ 1,000,000 | ||||||||
Debt Instrument, Portion Of Debt Sold To New Lender | $ 520,000 | ||||||||
Financing Of Units [Member] | Financing Warrants | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of Warrant or Right, Outstanding | 303,379,065 | ||||||||
Financing Of Units [Member] | Financing Warrants | New Investors [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of Warrant or Right, Outstanding | 185,942,009 | ||||||||
Loan and Security Agreement Short-term Loan | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of long-term debt | $ 500,000 | ||||||||
Loan and Security Agreement Short-term Loan | Financing Warrants | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants issued (in shares) | 366,990,000 | ||||||||
Loan and Security Agreement Short-term Loan | Initial Backstop Warrant | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants issued (in shares) | 13,859,128 | ||||||||
Loan and Security Agreement Short-term Loan | Additional Backstop Warrant | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants issued (in shares) | 41,577,383 | ||||||||
Line of Credit [Member] | Commitment Loan [Member] | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of long-term debt | $ 500,000 | ||||||||
Proceeds from Issuance of Debt | $ 2,500,000 | ||||||||
Warrants issued (in shares) | 40,000,000 | ||||||||
Exercise price (in dollars per share) | $ 0.371063 | ||||||||
Debt Instrument, Additional Amount Of Financing | $ 1,000,000 | ||||||||
Class Of Warrant Or Right, Additional Warrants | 10,000,000 | ||||||||
Line of Credit [Member] | Commitment Loan [Member] | Financing Warrants | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 53,370,601 | ||||||||
Warrants issued (in shares) | 366,990,000 | ||||||||
Line of Credit [Member] | Commitment Loan [Member] | Initial Backstop Warrant | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants reserved for purchase | $ 1,543,630 | ||||||||
Line of Credit [Member] | Commitment Loan [Member] | Series A Preferred Stock [Member] | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants issued (in shares) | 0.0225 | ||||||||
Exercise price (in dollars per share) | $ 0.271063 | ||||||||
Line of Credit [Member] | Amended And Restated Loan Agreement [Member] | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment premium percentage | 5.00% | ||||||||
Required liquidity | $ 2,000,000 | ||||||||
Line of Credit [Member] | Loan and Security Agreement Short-term Loan | Additional Backstop Warrant | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants issued (in shares) | 41,577,382 | ||||||||
Senior Notes [Member] | Commitment Loan [Member] | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of long-term debt | $ 4,000,000 | ||||||||
Class Of Warrant Or Right, Senior Debt Component | $ 0.10 | ||||||||
Common Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants exercised | $ 527,164 | ||||||||
Common Stock | Line of Credit [Member] | Commitment Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class Of Warrant Or Right, Issued | 13,859,128 | ||||||||
Common Stock | Line of Credit [Member] | Commitment Loan [Member] | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Class Of Warrant Or Right, Issued | 12.233 | ||||||||
Warrants issued (in shares) | 489,320,000 | ||||||||
Prime rate | Line of Credit [Member] | Commitment Loan [Member] | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt rate basis spread | 0.75% | ||||||||
Prime rate | Common Stock | Senior Notes [Member] | Commitment Loan [Member] | HCP-FVA, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt rate basis spread | 0.75% |
Notes Payable and Stock Warra_5
Notes Payable and Stock Warrants - Notes Payable Balance (Details) - USD ($) | 10 Months Ended | ||
Dec. 31, 2018 | Oct. 09, 2018 | Feb. 23, 2018 | |
Debt Instrument [Line Items] | |||
Notes payable principal balance | $ 3,000,000 | ||
Deferred issuance costs | (254,247) | ||
Discount | $ (288,504) | ||
Movement In Notes Payable [Roll Forward] | |||
Total notes payable, net at inception on February 23, 2018 | $ 2,457,249 | ||
Revaluation of long-term debt | (447,008) | ||
Accretion of discount | 202,195 | ||
Deferred issuance costs | (87,609) | ||
Total notes payable, net at December 31, 2018 | $ 3,124,827 | ||
New Investors [Member] | Financing Of Units [Member] | |||
Movement In Notes Payable [Roll Forward] | |||
Proceeds from issuance of long-term debt | $ 1,000,000 |
Series A Redeemable Convertib_3
Series A Redeemable Convertible Preferred Stock (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2018USD ($)Integer$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Sep. 16, 2013$ / sharesshares | |
Class of Stock [Line Items] | ||||
Series A redeemable convertible preferred stock, shares issued | shares | 900,000 | 900,000 | ||
Series A redeemable convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Series A redeemable convertible preferred stock, purchase consideration (in millions) | $ 11,104,923 | $ 9,000,000 | ||
Consecutive trading days, convertible debt threshold | Integer | 60 | |||
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% | |||
Preferred Stock, Financing Proceeds Threshold | $ 5,000,000 | |||
Upon certain triggering events holders can redeem | 100.00% | |||
Accrued Series A redeemable convertible preferred stock dividends | $ 0 | 1,068,947 | ||
Percentage of accounts receivable | 80.00% | |||
Accounting treatment for temporary equity | The Company has classified the Series A Preferred Stock as temporary equity in the financial statements as it is subject to redemption at the option of the holder under certain circumstances. | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs | $ 498,086 | 445,838 | $ 336,862 | |
Total loss recognized in earnings | 52,248 | 108,976 | ||
Accretion deduction included as an adjustment to net loss attributable to common stockholders | 254,212 | 0 | ||
Dividend deduction included as an adjustment to net loss attributable to common stockholders | 1,035,977 | 873,043 | ||
Interest and other income (loss) | ||||
Class of Stock [Line Items] | ||||
Embedded Derivative, Loss on Embedded Derivative | $ 52,248 | 108,976 | ||
Series A redeemable convertible preferred stock | ||||
Class of Stock [Line Items] | ||||
Series A redeemable convertible preferred stock, shares issued | shares | 900,000 | |||
Series A redeemable convertible preferred stock conversion price | $ / shares | $ 1.02488 | |||
Series A redeemable convertible preferred stock | Prime rate | ||||
Class of Stock [Line Items] | ||||
Series A redeemable convertible preferred stock, basis spread on dividend rate, conditional percentage | 10.00% | |||
Basis spread on Series A redeemable convertible preferred stock dividend, percentage | 5.00% | |||
Maximum | ||||
Class of Stock [Line Items] | ||||
Potential Ownership Percentage By Controlling Owners | 19.99% | |||
Recurring | ||||
Class of Stock [Line Items] | ||||
Total assets and liabilities measured at fair value | $ 498,086 | |||
Derivative instruments, fair value | 498,086 | 445,838 | ||
Fair Value, Inputs, Level 3 | Recurring | ||||
Class of Stock [Line Items] | ||||
Total assets and liabilities measured at fair value | 498,086 | 445,838 | ||
Derivative instruments, fair value | $ 498,086 | $ 445,838 |
Series A Redeemable Convertib_4
Series A Redeemable Convertible Preferred Stock Series A Redeemable Convertible Preferred Stock (Reconciliation Table) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning Balance | $ 445,838 | $ 336,862 |
Total loss recognized in earnings | 52,248 | 108,976 |
Ending Balance | $ 498,086 | $ 445,838 |
Series A Redeemable Convertib_5
Series A Redeemable Convertible Preferred Stock Series A Redeemable Convertible Preferred Stock Net Income Table (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Net income (loss) | $ (906,714) | $ 1,052,401 |
Less: Accrual of Series A redeemable convertible preferred stock dividends | 1,035,977 | 873,043 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 254,212 | 0 |
Less: Deemed dividend on Series A redeemable convertible preferred stock | 2,269,042 | 0 |
Net income (loss) attributable to common stockholders | $ (4,465,945) | $ 179,358 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 22, 2018 | Dec. 31, 2017 | |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 | 100,000,000 |
Stock repurchased during period, shares | 0 | ||
Remaining number of shares authorized for repurchased | 4,907,839 |
Share-Based Payment Arrangeme_3
Share-Based Payment Arrangements (Details) - shares | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 22, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares Outstanding | 1,353,700 | 2,026,200 | ||
FalconStor Software, Inc., 2018 Incentive Stock Plan Member | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum number of shares authorized (in shares) | 147,199,698 | 147,199,698 | ||
Shares Available for grant | 147,199,698 | 147,199,698 | ||
Shares Outstanding | 0 |
Share-Based Payment Arrangeme_4
Share-Based Payment Arrangements (Details 1) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Outstanding | 1,353,700 | 2,026,200 |
FalconStor Software, Inc., 2016 Incentive Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Available for grant | 0 | |
Shares Outstanding | 505,000 | |
FalconStor Software, Inc., 2006 Incentive Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Available for grant | 0 | |
Shares Outstanding | 944,200 | |
FalconStor Software, Inc., 2000 Stock Option Plan Member | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Available for grant | 0 | |
Shares Outstanding | 4,500 |
Share-Based Payment Arrangeme_5
Share-Based Payment Arrangements (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Options Outstanding, Beginning | 2,026,200 | |
Number of Options, Granted | 0 | |
Number of Options, Exercised | 0 | |
Number of Options, Forfeited | (451,000) | |
Number of Options, Expired | (221,500) | |
Number of Options Outstanding, Ending | 1,353,700 | 2,026,200 |
Number of Options, Exercisable | 1,031,500 | |
Number of Options, Expected to Vest after end of period | 322,200 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted Average Exercise Price, Outstanding, Beginning (in dollars per share) | $ 2.14 | |
Weighted Average Exercise Price, Granted (in dollars per share) | 0 | |
Weighted Average Exercise Price, Exercised (in dollars per share) | 0 | |
Weighted Average Exercise Price, Forfeited (in dollars per share) | 2.55 | |
Weighted Average Exercise Price, Expired (in dollars per share) | 5.82 | |
Weighted Average Exercise Price, Outstanding, Ending (in dollars per share) | 1.40 | $ 2.14 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | 1.63 | |
Weighted Average Exercise Price, Expected to Vest After End of Period (in dollars per share) | $ 0.67 | |
Weighted Average Remaining Contractual Life (in years), Outstanding | 5 years 7 months 7 days | 5 years 3 months 27 days |
Weighted Average Remaining Contractual Life (in years), Exercisable | 4 years 10 months 25 days | |
Weighted Average Remaining Contractual Life (in years), Expected to Vest after end of period | 7 years 5 months 20 days | |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 |
Aggregate Intrinsic Value, Exercisable | 0 | |
Aggregate Intrinsic Value, Expected to Vest | $ 0 |
Share-Based Payment Arrangeme_6
Share-Based Payment Arrangements (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 64,672 | $ 422,953 |
Cost of revenue - Support and Service | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 26,203 | 64,427 |
Research and development costs | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 77,116 | 233,955 |
Selling and marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 19,615 | 48,286 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ (58,262) | $ 76,285 |
Share-Based Payment Arrangeme_7
Share-Based Payment Arrangements (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 64,672 | $ 422,953 |
Restricted stock and restricted stock units | Directors, officers, and employees | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ (49,289) | $ 167,369 |
Share-Based Payment Arrangeme_8
Share-Based Payment Arrangements (Details 5) | 12 Months Ended |
Dec. 31, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Restricted Stock Awards/Units Non-Vested, Beginning | 548,968 |
Granted | 0 |
Vested | (32,300) |
Forfeited | (416,668) |
Number of Restricted Stock Awards/Units Non-Vested, Ending | 100,000 |
Share-Based Payment Arrangeme_9
Share-Based Payment Arrangements (Details 6) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 64,672 | $ 422,953 |
Non-employee consultants | Non-qualified stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0 | 41,159 |
Non-employee consultants | Restricted stock awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0 | 0 |
Non-employee consultants | Share-Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 0 | $ 41,159 |
Share-Based Payment Arrangem_10
Share-Based Payment Arrangements (Details 7) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Expected volatility Minimum | 57.00% |
Expected volatility Maximum | 59.00% |
Risk-free interest rate Minimum | 1.94% |
Risk-free interest rate Maximum | 2.02% |
Expected term (years) | 5 years 6 months |
Share-Based Payment Arrangem_11
Share-Based Payment Arrangements (Details Narrative) - USD ($) | Jun. 22, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares outstanding (in shares) | 587,255,165 | 44,563,490 | ||
Options contractual term (maximum) | 10 years | |||
Total intrinsic value of restricted stock for which the restrictions lapsed | $ 0 | |||
Share-based compensation to non-employees | $ 141,159 | |||
Share-based compensation expense | $ 64,672 | $ 422,953 | ||
Weighted average fair value of share-based payments granted (in dollars per share) | $ 0.23 | |||
Restricted stock awards, granted | 0 | |||
Total unrecognized compensation costs | $ 0 | |||
Weighted-average period of recognition for unrecognized compensation cost | 3 months | |||
Common stock reserved for issuance upon the exercise of stock options, restricted stock and restricted stock units | 150,197,028 | |||
FalconStor Software, Inc., 2018 Incentive Stock Plan Member | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total shares available for issuance | 147,199,698 | 147,199,698 | ||
Maximum Shares Outstanding Under Plan Percentage | 70.00% | |||
Maximum Shares Outstanding Under Plan Percentage, Reserved For Future Grants | 30.00% | |||
Maximum number of shares authorized (in shares) | 147,199,698 | 147,199,698 | ||
Non-employee consultants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options contractual term (maximum) | 10 years | |||
Vested period for options granted | 3 years | |||
Directors, officers, and employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options contractual term (maximum) | 10 years | |||
Vested period for options granted | 3 years | |||
Restricted stock | Non-employee consultants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 0 | $ 0 | ||
Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation to non-employees |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2018USD ($) |
Operating Lease Payment | |
2016 | $ 1,734,523 |
2017 | 1,567,637 |
2018 | 596,475 |
2019 | 0 |
Thereafter | 0 |
Total Future Minimum Lease Payments Due | $ 3,898,635 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) | Apr. 05, 2018USD ($) | Aug. 14, 2017USD ($)tranche | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Sep. 30, 2018shares |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Total rent expense for operating leases | $ 1,100,000 | $ 2,000,000 | |||
Length of warranty of software products (no more than) | 90 days | ||||
Uncertain tax positions | $ 262,711 | ||||
Chief Executive Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Base salary | $ 350,000 | ||||
Bonuses | $ 17,500 | ||||
Compensation based on percentage of equity | 15.00% | ||||
Severance Payments, Severance Payment Period | 6 months | ||||
Severance Payments, Requisite Service Period | 6 months | ||||
Chief Financial Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Base salary | $ 240,000 | ||||
Bonuses | 10,000 | ||||
Deferred Bonus [Member] | Chief Executive Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Bonuses | $ 200,000 | ||||
Deferred Bonus [Member] | Chief Financial Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Bonuses | 70,000 | ||||
Excess Capital | $ 27,500 | ||||
Upon Stockholder Approval [Member] | Chief Executive Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Compensation based on percentage of equity | 2.50% | ||||
Number of tranches | tranche | 2 | ||||
Upon Termination [Member] | Chief Executive Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Severance Payments, Severance Payment Period | 12 months | ||||
Severance Payments, Requisite Service Period | 12 months | ||||
Severance Payments, Change In Control Period | 6 months | ||||
FalconStor Software, Inc., 2018 Incentive Stock Plan Member | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | shares | 147,199,698 | 147,199,698 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Foreign currency forward contracts outstanding | $ 0 | $ 0 |
Interest and other income (loss) | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss on derivative | 52,248 | 108,976 |
Recurring | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instruments | $ 498,086 | $ 445,838 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Restructuring Costs (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Reserve [Roll Forward] | ||||||
Provisions/Additions | $ 1,261,578 | $ (159,597) | ||||
Restructuring Plan 2013 and 2017 | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning Balance | 648,399 | 846,337 | $ 732,662 | $ 1,028,915 | $ 1,306,493 | $ 3,606,020 |
Utilized/Paid | (995,169) | (38,341) | (63,714) | (469,248) | (1,412,888) | (2,299,527) |
Provisions/Additions | 1,261,578 | (159,597) | 177,389 | 172,995 | 1,135,310 | |
Ending Balance | 914,808 | 648,399 | 846,337 | 732,662 | 1,028,915 | 1,306,493 |
Severance related costs | Restructuring Plan 2013 and 2017 | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning Balance | 648,399 | 846,337 | 717,640 | 823,426 | 1,111,577 | 3,179,131 |
Utilized/Paid | (13,773) | (38,341) | (36,531) | (161,313) | (653,325) | (2,067,554) |
Provisions/Additions | (173,265) | (159,597) | 165,228 | 55,527 | 365,174 | |
Ending Balance | 461,361 | 648,399 | 846,337 | 717,640 | 823,426 | 1,111,577 |
Facility and other costs | Restructuring Plan 2013 and 2017 | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning Balance | 0 | 0 | 15,022 | 205,489 | 194,916 | 426,889 |
Utilized/Paid | (981,396) | 0 | (27,183) | (307,935) | (759,563) | (231,973) |
Provisions/Additions | 1,434,843 | 0 | 12,161 | 117,468 | 770,136 | |
Ending Balance | $ 453,447 | $ 0 | $ 0 | $ 15,022 | $ 205,489 | $ 194,916 |
Restructuring Costs (Details Na
Restructuring Costs (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2018USD ($)position | Dec. 31, 2017USD ($) | Jun. 30, 2017employee | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs (benefit) | $ 1,261,578 | $ (159,597) | |
Restructuring Costs Under the 2013 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Workforce reduction | position | 100 | ||
Restructuring Plan, 2017 [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Entity Number of Employees | employee | 81 | ||
Severance related costs | Restructuring Plan, 2017 [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs (benefit) | $ 1,200,000 | ||
Maximum | Severance related costs | Restructuring Costs Under the 2013 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected period for restructuring cost to be paid | 12 months |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | ||
Accumulated benefit obligation | $ 165,031 | $ 222,113 |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Projected benefit obligation at beginning of year | 231,618 | 203,168 |
Interest cost | 2,509 | 3,242 |
Actuarial loss | 10,248 | 7,050 |
Benefits paid | (64,016) | 0 |
Service cost | 0 | 0 |
Currency translation | (6,098) | 18,158 |
Projected benefit obligation at end of year | 174,261 | 231,618 |
Changes in plan assets: | ||
Fair value of plan assets at beginning of year | 190,950 | 136,902 |
Actual return on plan assets | 7,161 | 1,486 |
Benefits paid | (64,016) | 0 |
Employer contributions | 5,148 | 39,547 |
Currency translation | (4,892) | 13,015 |
Fair value of plan assets at end of year | 134,351 | 190,950 |
Funded status | $ (39,910) | $ (40,668) |
Employee Benefit Plans (Detai_2
Employee Benefit Plans (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Components of net periodic pension cost: | ||
Interest cost | $ 2,509 | $ 3,242 |
Expected return on plan assets | (2,068) | (2,185) |
Amortization of net loss | 5,008 | 4,387 |
Service cost | 0 | 0 |
Net periodic pension cost | $ 5,449 | $ 5,444 |
Employee Benefit Plans (Detai_3
Employee Benefit Plans (Details 2) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | ||
Discount rate | 0.85% | 1.10% |
Rate of increase in compensation levels | 1.00% | 1.00% |
Expected long-term rate of return on plan assets | 0.85% | 1.10% |
Employee Benefit Plans (Detai_4
Employee Benefit Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Total amount recognized in other comprehensive loss related to pension plan | $ 4,706 | $ (6,578) |
Benefit payments expected over the next twelve months | 5,000 | |
Benefit payments expected to be paid | 177,000 | |
Postretirement Benefit Plan | Domestic Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contributions to defined contribution plan | $ 0 | 0 |
Postretirement Benefit Plan | Foreign Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Company contributions to plan, percentage of salary | 6.00% | |
Contributions to defined contribution plan | $ 5,000 | 39,000 |
Pension Plan | Foreign Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Amount included in accumulated other comprehensive income for amounts that have not yet been recognized in net periodic pension cost | 26,802 | 22,096 |
Unrecognized transition obligation included in accumulated other comprehensive income | 0 | 5,778 |
Unrecognized actuarial (gain) loss included in accumulated other comprehensive income | 26,802 | $ 33,545 |
Actuarial loss recognized | (983) | |
Recognition of transition obligations in other comprehensive income as a component of net periodic pension cost | 5,689 | |
Transition obligation expected to be recognized in net periodic pension cost | 5,689 | |
Actuarial gain (loss) expected to be recognized in net periodic pension cost | $ 594 |
Segment Reporting and Concent_3
Segment Reporting and Concentrations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | ||
Total Revenues | $ 17,837,906 | $ 25,160,563 |
Long-lived assets: | ||
Total long-lived assets | 6,745,673 | 6,791,233 |
Americas | ||
Revenues: | ||
Total Revenues | 3,997,620 | 7,629,508 |
Long-lived assets: | ||
Total long-lived assets | 5,852,995 | 5,754,977 |
Asia Pacific | ||
Revenues: | ||
Total Revenues | 6,867,306 | 9,147,888 |
Long-lived assets: | ||
Total long-lived assets | 736,970 | 822,885 |
Europe, Middle East, Africa and Other | ||
Revenues: | ||
Total Revenues | 6,972,980 | 8,383,167 |
Long-lived assets: | ||
Total long-lived assets | $ 155,708 | $ 213,371 |
Segment Reporting and Concent_4
Segment Reporting and Concentrations (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Customer One [Member] | Customer concentration risk | Accounts receivable | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable accounted for by one customer | 17.00% | 23.00% |
Valuation and Qualifying Acco_3
Valuation and Qualifying Accounts Allowance for Returns and Doubtful Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at Beginning of Period | $ 354,542 | $ 260,676 |
Charges (Benefits) to Revenue | (23,080) | 141,234 |
(Increases) Deductions | 169,350 | 47,368 |
Balance at End of Period | $ 162,112 | $ 354,542 |
Related Party Transactions Rela
Related Party Transactions Related Party Transactions (Detail Narrative) - USD ($) | Oct. 09, 2018 | Feb. 23, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 17, 2017 | Sep. 16, 2013 |
Related Party Transaction [Line Items] | ||||||
Series A redeemable convertible preferred stock, shares issued | 900,000 | 900,000 | ||||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related parties | $ 40,519 | |||||
HCP-FVA, LLC | Finance Commitment Loan | ||||||
Related Party Transaction [Line Items] | ||||||
Total loan commitment amount available | $ 3,000,000 | |||||
Proceeds from issuance of long-term debt | 3,000,000 | |||||
HCP-FVA, LLC | Commitment Loan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from issuance of long-term debt | $ 3,000,000 | |||||
Warrants issued (in shares) | 30,000,000 | |||||
HCP-FVA, LLC | Loan and Security Agreement Short-term Loan | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from issuance of long-term debt | $ 500,000 | |||||
Debt converted | $ 500,000 | |||||
New Investors [Member] | Financing Of Units [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from issuance of long-term debt | $ 1,000,000 | |||||
Debt Instrument, Portion Of Debt Sold To New Lender | $ 520,000 | |||||
Initial Backstop Warrant | HCP-FVA, LLC | Finance Commitment Loan | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from warrants | 3,000,000 | |||||
Initial Backstop Warrant | HCP-FVA, LLC | Loan and Security Agreement Short-term Loan | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from warrants | $ 2,500,000 | |||||
Warrants issued (in shares) | 13,859,128 | |||||
Additional Backstop Warrant | HCP-FVA, LLC | Loan and Security Agreement Short-term Loan | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants issued (in shares) | 41,577,383 | |||||
Financing Warrants | HCP-FVA, LLC | Commitment Loan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Class Of Warrant Of Right, Warrants Cancelled | 63,610,935 | |||||
Financing Warrants | HCP-FVA, LLC | Loan and Security Agreement Short-term Loan | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants issued (in shares) | 366,990,000 | |||||
Financing Warrants | HCP-FVA, LLC | Financing Of Units [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Class of Warrant or Right, Outstanding | 303,379,065 | |||||
Financing Warrants | New Investors [Member] | Financing Of Units [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Class of Warrant or Right, Outstanding | 185,942,009 | |||||
Redeemable Convertible Preferred Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Series A redeemable convertible preferred stock, shares issued | 900,000 | |||||
Redeemable Convertible Preferred Stock [Member] | New Investors [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Series A redeemable convertible preferred stock, shares issued | 342,000 |