Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 17, 2020 | Jun. 28, 2019 | |
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, 2019 | ||
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 | Non-accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,382,281 | ||
Entity Common Stock, Shares Outstanding | 5,919,295 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 1,475,166 | $ 3,059,677 |
Accounts receivable, net of allowances | 3,406,550 | 3,605,411 |
Prepaid expenses and other current assets | 2,252,372 | 1,909,846 |
Inventory | 30,014 | 14,885 |
Contract assets | 749,515 | 637,179 |
Total current assets | 7,913,617 | 9,226,998 |
Property and equipment, net of accumulated depreciation and amortization | 369,273 | 433,935 |
Operating lease right-of-use assets, net | 1,842,254 | 0 |
Deferred tax assets | 258,841 | 545,044 |
Software development costs, net | 27,012 | 88,769 |
Other assets | 829,335 | 919,609 |
Goodwill | 4,150,339 | 4,150,339 |
Other intangible assets, net | 57,718 | 91,334 |
Long-term contract assets | 327,757 | 516,643 |
Total assets | 15,776,146 | 15,972,671 |
Current liabilities: | ||
Accounts payable | 1,302,290 | 551,389 |
Accrued expenses | 2,533,824 | 2,879,473 |
Current portion of operating lease liabilities | 1,655,522 | 0 |
Short-term loan, net of debt issuance costs and discounts | 947,501 | 0 |
Deferred revenue, net | 5,270,190 | 6,859,592 |
Total current liabilities | 11,709,327 | 10,290,454 |
Liabilities, Noncurrent [Abstract] | ||
Other long-term liabilities | 745,254 | 1,549,692 |
Notes payable, net of debt issuance costs and discounts | 2,906,133 | 3,124,827 |
Operating lease liabilities, less current portion | 624,859 | 0 |
Deferred tax liabilities | 432,520 | 297,890 |
Deferred revenue | 2,085,080 | 1,719,003 |
Total liabilities | 18,503,173 | 16,981,866 |
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 $12,262,685 and $11,104,923, respectively | 11,304,279 | 9,756,706 |
Stockholders' equity: | ||
Common stock - $.001 par value, 30,000,000 and 800,000,000 shares authorized, respectively, 5,918,733 and 5,872,552 shares issued and outstanding, respectively | 5,919 | 5,873 |
Additional paid-in capital | 111,727,888 | 113,243,227 |
Accumulated deficit | (123,871,853) | (122,119,899) |
Accumulated other comprehensive loss, net | (1,893,260) | (1,895,102) |
Total stockholders' deficit | (14,031,306) | (10,765,901) |
Total liabilities and stockholders' deficit | $ 15,776,146 | $ 15,972,671 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
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 | $ 12,262,685 | $ 11,104,923 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 800,000,000 |
Common stock, shares issued | 5,918,733 | 5,872,552 |
Common stock, shares outstanding | 5,918,733 | 5,872,552 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 16,543,571 | $ 17,837,906 |
Total cost of revenue | 2,912,987 | 2,977,904 |
Gross profit | 13,630,584 | 14,860,002 |
Operating expenses: | ||
Research and development costs | 3,208,921 | 3,913,337 |
Selling and marketing | 4,337,054 | 4,453,697 |
General and administrative | 5,635,273 | 5,278,768 |
Restructuring costs | 1,104,318 | 1,261,578 |
Total operating expenses | 14,285,566 | 14,907,380 |
Operating loss | (654,982) | (47,378) |
Interest and other expense | (604,647) | (626,048) |
Loss before income taxes | (1,259,629) | (673,426) |
Income tax expense | 492,325 | 233,288 |
Net loss | (1,751,954) | (906,714) |
Less: Accrual of Series A redeemable convertible preferred stock dividends | 1,157,762 | 1,035,977 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 389,811 | 254,212 |
Less: Deemed dividend on Series A redeemable convertible preferred stock | 0 | 2,269,042 |
Net loss attributable to common stockholders | $ (3,299,527) | $ (4,465,945) |
Earnings per share | ||
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (0.56) | $ (4.79) |
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.56) | $ (4.79) |
Weighted average basic shares outstanding (in shares) | 5,900,621 | 933,301 |
Weighted average diluted shares outstanding (in shares) | 5,900,621 | 933,301 |
Product | ||
Total revenue | $ 6,767,595 | $ 5,766,532 |
Total cost of revenue | 721,122 | 414,149 |
Support and service | ||
Total revenue | 9,775,976 | 12,071,374 |
Total cost of revenue | $ 2,191,865 | $ 2,563,755 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (1,751,954) | $ (906,714) |
Other comprehensive income, net of applicable taxes: | ||
Foreign currency translation | (4,921) | 59,035 |
Net minimum pension liability | 6,763 | 4,706 |
Total comprehensive income, net of applicable taxes | 1,842 | 63,741 |
Total comprehensive loss | (1,750,112) | (842,973) |
Less: Accrual of Series A redeemable convertible preferred stock dividends | 1,157,762 | 1,035,977 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 389,811 | 254,212 |
Less: Deemed dividend on Series A redeemable convertible preferred stock | 0 | 2,269,042 |
Total comprehensive loss attributable to common stockholders | $ (3,297,685) | $ (4,402,204) |
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 |
Common stock, shares outstanding, beginning at Dec. 31, 2017 | 445,635 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Warrants exercised (shares) | 5,426,917 | |||||
Common stock, shares outstanding, ending at Dec. 31, 2018 | 5,872,552 | 5,872,552 | ||||
Beginning Balance, amount at Dec. 31, 2017 | $ (21,224,797) | $ 601 | $ 112,234,058 | $ (130,930,284) | $ (570,329) | $ (1,958,843) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (906,714) | (906,714) | ||||
Warrants issued | $ 5,213,928 | $ 5,213,928 | ||||
Warrants cancelled | (623,920) | (623,920) | ||||
Warrants exercised | $ (489,321) | (5,272) | $ (86,280) | (570,329) | ||
Share-based compensation | 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 | 9,717,099 | 9,717,099 | ||||
Ending Balance, amount at Dec. 31, 2018 | $ (10,765,901) | $ 5,873 | 113,243,227 | (122,119,899) | 0 | (1,895,102) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Warrants exercised (shares) | 15,181 | |||||
Restricted stock issued (shares) | 31,000 | |||||
Common stock, shares outstanding, ending at Dec. 31, 2019 | 5,918,733 | 5,918,733 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (1,751,954) | (1,751,954) | ||||
Restricted stock issued | 0 | $ 31 | (31) | |||
Warrants exercised | 0 | (15) | (15) | |||
Share-based compensation | 32,280 | 32,280 | ||||
Accretion of Series A redeemable convertible preferred stock | (389,811) | (389,811) | ||||
Dividends on Series A redeemable convertible preferred stock | (1,157,762) | (1,157,762) | ||||
Deemed dividends on Series A redeemable convertible preferred stock | 0 | |||||
Foreign currency translation | (4,921) | (4,921) | ||||
Net minimum pension liability | 6,763 | 6,763 | ||||
Ending Balance, amount at Dec. 31, 2019 | $ (14,031,306) | $ 5,919 | $ 111,727,888 | $ (123,871,853) | $ 0 | $ (1,893,260) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (1,751,954) | $ (906,714) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 399,798 | 643,639 |
Share-based payment compensation | 32,280 | 64,672 |
Provision for returns and doubtful accounts | 148,624 | (192,430) |
Amortization of debt discount on notes payable | 273,521 | 202,195 |
Amortization of right of use assets | 1,049,479 | 0 |
Deferred income tax provision | 412,445 | 267,760 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 54,857 | 834,038 |
Prepaid expenses and other current assets | (337,712) | (250,662) |
Contract assets | (76,549) | (2,003,433) |
Inventory | (14,305) | (15,093) |
Other assets | 1,403 | 6,045 |
Accounts payable | 730,324 | (505,724) |
Accrued expenses and other long-term liabilities | (413,998) | (7,942) |
Deferred revenue | (1,238,212) | (3,654,184) |
Operating lease liabilities | (1,322,976) | 0 |
Net cash used in operating activities | (1,899,877) | (1,510,967) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (171,680) | (95,873) |
Capitalized software development costs | 0 | 32,919 |
Security deposits | 84,678 | 58,551 |
Purchase of intangible assets | (55,862) | (74,840) |
Net cash used in investing activities | (142,864) | (145,081) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock warrants | 0 | 489,321 |
Proceeds from issuance of short-term debt, net of issuance costs | 944,607 | 0 |
Proceeds from issuance of long-term debt, net of issuance costs | 0 | 3,271,019 |
Payments of long term-debt | (489,321) | 0 |
Net cash provided by financing activities | 455,286 | 3,760,340 |
Effect of exchange rate changes on cash and cash equivalents | 2,944 | (56,087) |
Net increase (decrease) in cash and cash equivalents | (1,584,511) | 2,048,205 |
Cash and cash equivalents, beginning of year | 3,059,677 | 1,011,472 |
Cash and cash equivalents, end of year | 1,475,166 | 3,059,677 |
Supplemental Disclosures: | ||
Cash paid for income taxes, net | 0 | 0 |
Non-cash financing activities: | ||
Undistributed Series A redeemable convertible preferred stock dividends | 1,547,573 | 1,290,189 |
Discount on Preferred Stock | 0 | 1,602,429 |
Cash paid for interest | 237,176 | 103,818 |
Discount on Notes Payable | 0 | 735,512 |
Deemed dividend | 0 | 2,269,042 |
Warrants issued | $ 0 | $ 4,590,008 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 , we had a working capital deficiency of $3.8 million , which is inclusive of current deferred revenue of $5.3 million , and a stockholders' deficit of $14.0 million . During the year ended December 31, 2019 , while we had net loss of $1.8 million and negative cash flow from operations of $1.9 million . Our cash and cash equivalents at December 31, 2019 was $1.5 million , a decrease of $1.6 million as compared to December 31, 2018 . The Company's ability to continue as a going concern for the next twelve months from the issuance of the Company's Annual Report on Form 10K, depends on its ability to execute its business plan, increase revenue and billings and reduce expenditures. In the third quarter of 2019, the Company adopted a 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 (the "2019 Plan"). In connection with the 2019 Plan, the Company eliminated 23 positions worldwide, implemented tighter expense controls, ceased non-core activities and downsized several facilities. As of December 31, 2019, the 2019 Plan is considered to be substantially completed. On December 27, 2019, the Company entered into Amendment No. 1 to Amended and Restated Term Loan Credit Agreement (the “Amendment”), by and among the Company, certain of the Company’s affiliates in their capacities as guarantors, HCP-FVA, LLC (“HCP-FVA”) as administrative agent for the lenders party thereto (the “Lenders”), ESW Capital, LLC (“ESW”), as co-agent, and the Lenders, to provide for, among other things, a new $2,500,000 term loan facility to the Company (the “2019 Term Loan”). The Amendment also provides for certain financial covenants. On December 27, 2019, the Company drew down $1,000,000 of the 2019 Term Loan and the Company will pay a fixed amount of interest on such advance equal to 15% of the principal amount advanced. In connection with the initial advance of the 2019 Term Loan, HCP-FVA funded $620,000 , ESW funded $378,439 and Michael Kelly funded $1,561 . HCP-FVA is an affiliate of Hale Capital Partners, LP, the Company’s largest stockholder, and an affiliate of a director of the Company, Martin Hale. ESW is a greater than 5% stockholder of the Company and Mr. Kelly is a director of the Company. There is no assurance that the Company will be successful in generating sufficient bookings, billings, revenue or continue to reduce operating costs or that the Company will be able to obtain financing or that such financing will be on favorable terms. Any such financing would be dilutive to our shareholders. Failure to generate sufficient revenue, billings, control or further reduce expenditures and/or the inability to obtain financing will result in an inability of the Company to continue as a going concern. Subject to the foregoing, management believes that, based on projected cash flows and additional financing, the Company will have sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying interim financial statements. 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, 2021. (c) Revision of Previously Issued Financial Statements During the year ended December 31, 2019, management identified an immaterial accounting error in its December 31, 2018 financial statements. As a result, the Company has revised its consolidated balance sheet as of December 31, 2018 to reflect these amounts in the 2018 financial statements, as they appear in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The immaterial accounting error is related to the beginning balance adjustment to deferred revenue and accumulated deficit in connection with the adoption of ASC 606, Revenue from Contracts with Customers . There was no impact of the correction on the previously issued consolidated statement of operations or on the consolidated statements of cash flows for the year ended December 31, 2018. The impact of the error on the consolidated balance sheet as of December 31, 2018 is presented below. As of December 31, 2018 Previously Reported Adjustment Revised Balance Sheet: Long-term deferred revenue 2,506,898 (787,895 ) 1,719,003 Total liabilities 17,769,761 (787,895 ) 16,981,866 Accumulated deficit (122,907,794 ) 787,895 (122,119,899 ) The impact of the error on the consolidated statements of stockholders' deficit is presented below. As Previously Reported Adjustment Revised Statement of Stockholders' Deficit: Cumulative effect of adoption of ASC 606 for the year ended December 31, 2018 8,929,204 787,895 9,717,099 Accumulated deficit at December 31, 2018 (122,907,794 ) 787,895 (122,119,899 ) Total stockholders' deficit at December 31, 2018 (11,553,796 ) 787,895 (10,765,901 ) (d) Stock Split On August 8, 2019, the Company effected a 100-for-1 reverse stock split of its issued and outstanding common stock. In connection with the reverse stock split, the Company also decreased its authorized capital to 32,000,000 shares, consisting of 30,000,000 shares of common stock and 2,000,000 shares of preferred stock. The par value of the Company's common stock was not adjusted as a result of the reverse stock split. All of the share and per share information presented in the accompanying financial statements have been adjusted to reflect, unless otherwise indicated, the reverse common stock split on a retroactive basis for all periods and as of all dates presented. (e) 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. (f) 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. (g) 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, 2019 and 2018 , 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. (h) 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. (i) 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. As of December 31, 2019 and 2018, accounts receivable, net of allowance for doubtful accounts, was $3.4 million and $3.6 million , respectively. Our allowance for doubtful accounts on accounts receivable was $0.2 million as of December 31, 2019 and 2018. As of December 31, 2019, short and long-term contract assets, net of allowance for doubtful accounts, was $1.1 million and $1.2 million , respectively. Our allowance for doubtful accounts on contract assets as of December 31, 2019 was nil . 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, 2019 and 2018 were $0.0 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, 2019 Balance at December 31, 2018 9,366,490 Deferral of revenue 14,626,933 Recognition of revenue (16,543,571 ) Change in reserves (94,582 ) Balance at December 31, 2019 $ 7,355,270 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 $7.4 million as of December 31, 2019, of which the Company expects to recognize approximately 71.7% of the revenue over the next 12 months and the remainder thereafter. Approximately $2.0 million of revenue is expected to be recognized from remaining performance obligations for unbilled support and services as of December 31, 2019. We expected to recognize revenue on approximately 32% of these remaining performance obligations over the next twelve months, with the balance recognized 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. Disaggregation of Revenue Please refer to the consolidated statements of operations and note 16, segment reporting and concentrations, for discussion on revenue disaggregation by product type and by geography. The Company believes this level of disaggregation sufficiently depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. 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. (j) Leases The Company follows the guidance for leasing accounting in accordance with ASC 842, which was adopted as of January 1, 2019, refer to the Recently Adopted Accounting Pronouncements section below for more information about the adoption of the pronouncement. We have entered into operating leases for our various facilities. We determine if an arrangement is a lease at inception. Operating leases are included in Right-of-Use ("ROU") assets, and lease liability obligations in our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liability obligations represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We have lease agreements with lease and non-lease components and account for such components as a single lease component. As most of our leases do not provide an implicit rate, we estimated our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The ROU asset also includes any lease payments made and excludes lease incentives and lease direct costs. Our lease terms may include options to extend or terminate the lease. Such extended terms have been considered in determining the ROU assets and lease liability obligations when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. Right of Use Assets and Liabilities We have various operating leases for office facilities that expire through 2021. Below is a summary of our right of use assets and liabilities as of December 31, 2019. Right of use assets $ 1,842,254 Lease liability obligations, current 1,655,522 Lease liability obligations, less current portion 624,859 Total lease liability obligations $ 2,280,381 Weighted-average remaining lease term 1.36 Weighted-average discount rate 5.99 % Our operating lease costs for the year ended December 31, 2019 were as follows: Year Ended December 31, 2019 Components of lease expense: Operating lease cost 2,495,865 Sublease income (623,776 ) Net lease cost $ 1,872,089 During the year ended December 31, 2019, operating cash flows from operating leases was approximately $1.3 million . During the year ended December 31, 2019, we had a non-cash transaction for lease liabilities arising from obtaining right-of-use assets of $3.1 million for the year ended December 31, 2019. Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of December 31, are as follows: 2020 1,754,189 2021 639,526 Total minimum lease payments 2,393,715 Less interest (113,334 ) Present value of lease liabilities 2,280,381 (k) 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. (l) 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 fair value of the Company's single reporting unit for purposes of its goodwill impairment test exceeded its carrying value as of December 31, 2019 and 2018 and thus the Company determined there was no impairment of goodwill. As of December 31, 2019 and 2018, 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, 2019 and 2018 are as follows: December 31, 2019 December 31, 2018 Goodwill $ 4,150,339 $ 4,150,339 Other intangible assets: Gross carrying amount $ 3,947,103 $ 3,891,241 Accumulated amortization (3,889,385 ) (3,799,907 ) Net carrying amount $ 57,718 $ 91,334 For the years ended December 31, 2019 and 2018 , amortization expense was $89,478 and $125,136 , respectively. As of December 31, 2019 , amortization expense for existing identifiable intangible assets is expected to be $57,718 for the year ended December 31, 2020 . Such assets will be fully amortized at December 31, 2020 . (m) 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, 2019 and 2018 are as follows: December 31, 2019 December 31, 2018 Software development costs: Gross carrying amount $ 2,950,132 $ 2,950,132 Accumulated amortization (2,923,120 ) (2,861,363 ) Software development costs, net $ 27,012 $ 88,769 During the years ended December 31, 2019 and 2018 , the Company recorded $61,756 and $223,564 , respectively, of amortization expense related to capitalized software costs. As of December 31, 2019 , amortization expense for software development costs is expected to be $7,734 , $6,583 , $6,583 and $6,113 for the years ended December 31, 2020 , 2021 , 2022 and 2023, respectively. Such assets will be fully amortized at December 31, 2023 . (n) 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 under statute expirations. 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. See Note ( 5 ) Income Taxes Taxes for additional information. (o) 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. (p) 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. (q) 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, 2019 and 2018 , foreign currency transactional losses totaled approximately $158,148 and $207,242 , respectively. (r) 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, 2019 and 2018 : Year Ended December 31, 2019 2018 Stock options, warrants and restricted stock 1,263,009 29,973 Series A redeemable convertible preferred stock 87,815 87,815 Total anti-dilutive common stock equivalents 1,350,824 117,788 The following represents a reconciliation of the numerators and denominators of the basic and diluted EPS computation: Year Ended December 31, 2019 2018 Numerator: Net loss $ (1,751,954 ) $ (906,714 ) Effects of Series A redeemable convertible preferred stock: Less: Accrual of Series A redeemable convertible preferred stock dividends 1,157,762 1,035,977 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 389,811 254,212 Less: Deemed dividend on Series A redeemable convertible preferred stock $ — $ 2,269,042 Net loss attributable to common stockholders $ (3,299,527 ) $ (4,465,945 ) Denominator: Weighted average basic shares outstanding 5,900,621 933,301 Weighted average diluted shares outstanding 5,900,621 933,301 EPS: Basic net loss per share attributable to common stockholders $ (0.56 ) $ (4.79 ) Diluted net loss per share attributable to common stockholders $ (0.56 ) $ (4.79 ) (s) Investments As of December 31, 2019 and 2018 , the Company did not have any cost-method investments. (t) Treasury Stock The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ deficit. (u) Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2016-02, which establishes a right-of-use (ROU) model that requires a lessee to record a right of use (ROU) asset and a lease liability on the balance sheet for most leases. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following: December 31, 2019 December 31, 2018 Computer hardware and software $ 16,418,916 $ 16,345,218 Furniture and equipment 601,928 601,938 Leasehold improvements 1,715,041 1,681,606 Property and equipment, gross 18,735,885 18,628,762 Less accumulated depreciation and amortization (18,366,612 ) (18,194,827 ) Property and equipment, net $ 369,273 $ 433,935 During the years ended December 31, 2019 and December 31, 2018, the Company did not write off fixed assets or related accumulated depreciation. Depreciation and amortization expense was $248,564 and $294,939 in 2019 and 2018 , respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 , 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, 2019 and 2018 . • Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. At December 31, 2019 and 2018 , 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, 2019 or 2018 . 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 liabilities that are measured at fair value on a recurring basis at December 31, 2019 : 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) Derivative liabilities: Derivative Instruments 483,804 — — 483,804 Total derivative liabilities 483,804 — — 483,804 Total assets and liabilities measured at fair value $ 483,804 $ — $ — $ 483,804 The derivative liabilities above are classified as other long-term liabilities in the December 31, 2019 consolidated balance sheet. The following table presents the Company’s 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) 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 derivative liabilities above are classified as other long-term liabilities in the December 31, 2018 consolidated balance sheet. 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 liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of each of the years ended December 31, 2019 and 2018 : Fair Value Measurements Using Significant Unobservable Inputs (Level 3) December 31, 2019 December 31, 2018 Beginning Balance $ 498,086 $ 445,838 Total (earnings) loss recognized in earnings (14,282 ) 52,248 Ending Balance $ 483,804 $ 498,086 Earnings and losses resulting from changes in the fair value of the derivative instruments above are recorded as a component of interest and other expense. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses are comprised of the following: December 31, 2019 December 31, 2018 Accrued compensation $ 141,233 $ 136,446 Accrued consulting and professional fees 1,603,914 1,749,108 Other accrued expenses 48,784 64,775 Accrued income taxes — 47,088 Accrued other taxes 446,094 420,695 Accrued restructuring costs 293,799 461,361 $ 2,533,824 $ 2,879,473 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 Income (loss) before income taxes: Domestic loss $ (1,847,586 ) $ (1,105,447 ) Foreign income 587,957 432,021 Total loss before income taxes: (1,259,629 ) (673,426 ) Provision (benefit) for income taxes: Current: Federal $ (116,504 ) $ (231,564 ) State and local (40,860 ) (47,304 ) Foreign 237,244 244,396 79,880 (34,472 ) Deferred: Federal $ 121,898 $ 208,709 State and local 12,700 308 Foreign 277,847 58,743 412,445 267,760 Total provision for income taxes: $ 492,325 $ 233,288 During 2019 and 2018 , the Company recorded a tax provision of $492,325 and $233,288 , 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. The TCJA provides for a modified territorial tax system whereby, beginning in the Company's 2018 tax year, global intangible low-taxed income (“GILTI”) provisions will be applied providing an incremental tax on low taxed foreign income. The GILTI provisions require us to include in our U.S. income tax return 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 related 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 elected the "period cost method" as its accounting policy with respect to the new GILTI tax rules. 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, 2019 2018 Deferred Tax Assets: Allowance for receivables $ 52,439 $ 35,218 Deferred revenue 383,920 852,015 Share-based compensation 25,127 21,940 Accrued expenses and other liabilities 232,777 341,553 Domestic net operating loss carryforwards 20,761,781 19,405,651 Foreign net operating loss carryforwards 187,328 198,017 Tax credit carryforwards 3,106,022 3,106,022 AMT tax credit carryforwards 116,504 233,007 Capital loss carryforwards 32,109 31,466 Fixed assets 179,534 178,502 Interest expense carryforwards 94,674 63,823 Lease liability 494,030 — Intangibles 176,210 287,547 Sub-total 25,842,455 24,754,761 Valuation allowance (23,613,642 ) (22,424,261 ) Total Deferred Tax Assets 2,228,813 2,330,500 Deferred Tax Liabilities: Prepaid commissions and other (134,618 ) (100,569 ) Tax method changes (913,496 ) (1,227,047 ) Right of use asset (387,740 ) — Deferred state income tax (470,545 ) (279,540 ) Foreign withholding taxes (496,093 ) (481,892 ) Total Deferred Tax Liabilities (2,402,492 ) (2,089,048 ) Net Deferred Tax Assets $ (173,679 ) $ 241,452 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 increased by $1.2 million due to operations. As of December 31, 2019 , the Company had federal net operating loss carry forwards of approximately $88.1 million , of which $83.4 million are set to expire beginning in 2030, if not utilized , and the remaining $4.7 million of which can be carryforward indefinitely. As of December 31, 2019 , 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. Utilization of the net operating losses and credit carryforwards may be subject to a substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses and credit carryforwards before utilization. The effective tax rate before income taxes varies from the current statutory federal income tax rate as follows: December 31, 2019 2018 Tax at Federal statutory rate $ (264,522 ) $ (141,419 ) Increase (reduction) in income taxes resulting from: State and local taxes (675,527 ) 543,278 Non-deductible expenses 9,100 5,788 GILTI 208,632 194,676 Stock compensation 6,236 509,951 Net effect of foreign operations (10,012 ) 79,607 Uncertain tax positions (71,119 ) (60,994 ) Change in valuation allowance 1,188,639 (1,241,052 ) Foreign withholding taxes 165,099 143,120 Other (64,201 ) 200,333 $ 492,325 $ 233,288 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, 2019 , the Company has provided for additional foreign withholding taxes totaling approximately $0.5 million on approximately $4.6 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: 2019 2018 Balance at January 1, $ 134,246 $ 180,202 Increases to tax positions taken in prior years — — Expiration of statutes of limitation (42,207 ) (42,275 ) Translation (10,639 ) (3,681 ) Balance at December 31, $ 81,400 $ 134,246 At December 31, 2019 , $113,619 including interest, if recognized, would reduce the Company’s annual effective tax rate. As of December 31, 2019 , the Company had approximately $32,219 of accrued interest. The Company believes it is reasonably possible that $7,981 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 2016 through 2019 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, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The changes in Accumulated Other Comprehensive Loss, net of applicable tax, for December 31, 2019 are as follows: Foreign Net Total Accumulated other comprehensive income (loss) at December 31, 2018 $ (1,921,905 ) $ 26,803 $ (1,895,102 ) Other comprehensive income (loss) Other comprehensive income (loss) before reclassifications (4,921 ) 7,008 2,087 Amounts reclassified from accumulated other comprehensive income — (245 ) (245 ) Total other comprehensive income (4,921 ) 6,763 1,842 Accumulated other comprehensive income (loss) at December 31, 2019 $ (1,926,826 ) $ 33,566 $ (1,893,260 ) 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 ) For the year ended December 31, 2019 and 2018 , 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, 2019 | |
Payables and Accruals [Abstract] | |
Notes Payable and Stock Warrants | Notes Payable and Stock Warrants On November 17, 2017, HCP-FVA, an entity affiliated with Martin Hale, a director of the Company, provided a 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 (the "Commitment"). 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 138,591 shares of the Company's common stock at a nominal exercise price ("Backstop Warrants"). On February 23, 2018, the Company closed on the Commitment from HCP-FVA to purchase up to $3 million of Units (the "Financing"). 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 3,669,900 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 0.12233 shares of the Company’s common stock for a nominal exercise price (for a total of 4.8932 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, 2019 ), 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 415,774 shares of the Company’s common stock for a nominal exercise price, in addition to the 138,591 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 533,706 shares of the Company's common stock. HCP-FVA exercised its remaining Backstop Warrants to purchase 15,436 shares of common stock on May 21, 2019. 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 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 636,109 shares of Common Stock held by HCP-FVA were also cancelled. Accordingly, the New Investors held Financing Warrants to purchase 1,859,420 shares of Common Stock and HCP-FVA then held Financing Warrants to purchase 3,033,791 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. In January of 2019, these proceeds were applied as a partial repayment of principle under the Term Loan. On December 27, 2019, the Company entered into Amendment No. 1 to Amended and Restated Term Loan Credit Agreement, by and among the Company, certain of the Company’s affiliates in their capacities as guarantors, HCP-FVA as administrative agent for the lenders party thereto (the “Lenders”), ESW Capital, LLC (“ESW”), as co-agent, and the Lenders, to provide for, among other things, a new $2,500,000 term loan facility to the Company (the “2019 Term Loan”). The Amendment also provides for certain financial covenants. On December 27, 2019, the Company drew down $1,000,000 of the 2019 Term Loan and the Company will pay a fixed amount of interest on such advance equal to 15% of the principal amount advanced. In connection with the initial advance of the 2019 Term Loan, HCP-FVA funded $620,000 , ESW funded $378,439 and Michael Kelly funded $1,561 . HCP-FVA is an affiliate of Hale Capital Partners, LP, the Company’s largest stockholder, and an affiliate of a director of the Company, Martin Hale. ESW is a greater than 5% stockholder of the Company and Mr. Kelly is a director of the Company. During the fiscal years-ended December 31, 2019 , 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. Despite these actions, the Company continues to accrue dividends pursuant to the Amended and Restated Certificate of Designations, Preferences and Rights for the Series A Preferred Stock. See Note (8) Series A Redeembable Convertible Preferred Stock for additional information. 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. 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). 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 Accrued dividends 1,157,762 Accretion of preferred stock 389,811 Total Series A redeemable convertible preferred stock, net at December 31, 2019 $ 11,304,279 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 Repayment of long-term debt (489,321 ) Proceeds from issuance of long-term debt 1,000,000 Accretion of discount 273,521 Deferred issuance costs (55,393 ) Total notes payable, net at December 31, 2019 $ 3,853,634 The $4 million senior secured debt bears interest at prime plus 0.75% and matures on June 30, 2021. The $1 million term loan bears interest at 15% and matures on September 27, 2020. |
Series A Redeemable Convertible
Series A Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
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 $102.49 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 Amended 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, 2019 and December 31, 2018 the fair value of these derivative instruments was $483,804 and $498,086 , respectively, and were included in "other long-term liabilities" within the consolidated balance sheets. The gain (loss) on the change in fair value of these derivative instruments for the twelve months ended December 31, 2019 and December 31, 2018 of $(14,282) and $52,248 , 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, 2019 and 2018 , were as follows: Years Ended December 31, 2019 2018 Beginning Balance $ 498,086 $ 445,838 Total loss recognized in earnings (14,282 ) 52,248 Ending Balance $ 483,804 $ 498,086 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 as follows: Probability of redemption as part of a fundamental sale transaction 0.5% Probability of redemption absent a fundamental sale transaction 4.75% Annual volatility 65% At the time of issuance, the Company recorded transaction costs 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 Capital 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, 2019 and 2018 , respectively. The following represents a reconciliation of net loss attributable to common stockholders for the twelve months ended December 31, 2019 and 2018 , respectively: Years Ended December 31, 2019 2018 Net income (loss) $ (1,751,954 ) $ (906,714 ) Effects of Series A redeemable convertible preferred stock: Less: Accrual of Series A redeemable convertible preferred stock dividends 1,157,762 1,035,977 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 389,811 254,212 Less: Deemed dividend on Series A redeemable convertible preferred stock — 2,269,042 Net income (loss) attributable to common stockholders $ (3,299,527 ) $ (4,465,945 ) |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
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 30,000,000 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, 2019 and December 31, 2018 , the Company repurchased no shares of its common stock. As of December 31, 2019 , the Company had the authorization to repurchase 49,078 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, 2019 | |
Share-based Payment Arrangement [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 1,471,997 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 ( "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 1,471,997 296,188 1,146,002 The following table summarizes the Company’s equity plans that have expired but that still have equity awards outstanding as of December 31, 2019 : Name of Plan Shares Available for Grant Shares Outstanding FalconStor Software, Inc., 2016 Incentive Stock Plan — 3,850 FalconStor Software, Inc., 2006 Incentive Stock Plan — 7,595 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 2019 is as follows: Number of Weighted Weighted Aggregate Options Outstanding at December 31, 2018 13,537 $ 140.35 5.60 $ — Granted — $ — Exercised — $ — Forfeited (2,587 ) $ 163.65 Expired (505 ) $ 286.35 Options Outstanding at December 31, 2019 10,445 $ 127.53 4.96 $ — Options Exercisable at December 31, 2019 10,445 $ 127.53 4.96 $ — Options Expected to Vest after December 31, 2019 — $ — 0.00 $ — 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, 2019 2018 Cost of revenue - Support and Service 2,250 26,203 Research and development costs 6,348 77,116 Selling and marketing 4,030 19,615 General and administrative 19,652 (58,262 ) $ 32,280 $ 64,672 The Company did not recognize any tax benefits related to share-based compensation expense during the years ended December 31, 2019 and 2018 . 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, 2019 2018 Directors, officers and employees $ 23,031 $ (49,289 ) A summary of the Company’s restricted stock activity for 2019 is as follows: Number of Restricted Stock Awards Non-Vested at December 31, 2018 1,000 Granted 1,251,154 Vested (29,807 ) Forfeited (75,345 ) Non-Vested at December 31, 2019 1,147,002 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 was $485,519 and $0 for the years ended December 31, 2019 and 2018 , respectively. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model. 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, 2019 and 2018 . 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 year ended December 31, 2019 was $0.50 . 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, 2019 2018 Expected dividend yield 0% N/A Expected volatility 46.1% - 42.2% N/A Risk-free interest rate 2.5% N/A Expected term (years) 5.0 N/A Discount for post-vesting restrictions N/A N/A 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 term is the number of years that the Company estimates that restricted stock will be outstanding. 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, 2019 , there was approximately $0.6 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 2.5 years. As of December 31, 2019 , the Company had 1,453,725 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, 2019 | |
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, 2019 : 2020 $ 1,754,189 2021 639,526 2022 — 2023 — Thereafter — $ 2,393,715 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 $0.8 million and $1.1 million for the years ended December 31, 2019 and 2018 , 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, 2019 , 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, 2019, 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 Agreement 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. 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 also assumed 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, 2019 , our liability for uncertain tax positions totaled $432,520 . 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, 2019 | |
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, 2019 and 2018 , the Company had no foreign currency forward contracts outstanding. The Company did not utilize foreign currency forward contracts during the years ended December 31, 2019 and 2018 . 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, 2019 and 2018 , the fair value of these derivative instruments was $483,804 and $498,086 , 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 2019 of $14,282 and the loss on the change in fair value of these derivative instruments for 2018 of $52,248 , were included in “interest and other loss, net” within the consolidated statement of operations. |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 | |
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 of $0.3 million as of December 31, 2019 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 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 86 employees at December 31, 2018. 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. As part of this consolidation effort the Company vacated a portion of the Mellville, NY office space during the three months ended June 30, 2018. In accordance with accounting standards governing costs associated with exit or disposal activities, expenses related to future rental payments for which the Company no longer intends to receive any economic benefit are accrued, net of any anticipated sublease income, when the Company ceases use of the leased space. During the fiscal year ended December 31, 2019, the Company incurred lease disposal-related costs for this property of $0.9 million . As of December 31, 2019, $0.2 million of the Company's remaining accrued lease disposal cost has been recorded as a component of operating lease liabilities. In the third quarter of 2019, the Company adopted a 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 (the "2019 Plan"). In connection with the 2019 Plan, the Company eliminated 23 positions worldwide, implemented tighter expense controls, ceased non-core activities and downsized several facilities. During the three months ended September 30, 2019, the Company incurred $0.2 million in severance expense as a result of this action. The 2019 Plan was substantially completed at December 31, 2019. Accrued restructuring costs as of December 31, 2019 associated with the 2013 and 2017 Plans is as follows: Severance related costs Facility and other costs Total 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 Provisions/Additions 245,910 858,408 1,104,318 Utilized/Paid (413,472 ) (1,074,362 ) (1,487,834 ) Balance at December 31, 2019 $ 293,799 $ 237,493 $ 531,292 In the accompanying consolidated balance sheets, the Company's remaining accrued severance and other charges are included within “accrued expenses” and "accounts payable". The Company's remaining accrued facility cost has been recorded as a component of "operating lease liabilities". Expenses incurred under the 2017 and 2019 Plans during the years ended December 31, 2019 and 2018 are included within “restructuring costs” in the accompanying consolidated statements of operations. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 , 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, 2019 and 2018 , the Company contributed approximately $4,000 and $5,000 , 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, 2019 and 2018 , $33,566 and $26,802 , 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 $0 at December 31, 2019 and 2018 , respectively, and unrecognized actuarial gains of $33,566 and $26,802 at December 31, 2019 and 2018 , respectively. During 2019 , the total amount recorded in other comprehensive (loss) income related to the pension plan was $6,763 (net of tax), which consisted of an actuarial loss of $6,763 and the recognition of $0 of transition obligations recognized during 2019 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, 2020 , is $0 and $1,005 respectively. Pension information for the years ended December 31, 2019 and 2018 , is as follows: 2019 2018 Accumulated benefit obligation $ 170,879 $ 165,031 Changes in projected benefit obligation: Projected benefit obligation at beginning of year 174,261 231,618 Interest cost 1,469 2,509 Actuarial gain 389 10,248 Benefits paid — (64,016 ) Service cost — — Currency translation 4,032 (6,098 ) Projected benefit obligation at end of year $ 180,151 $ 174,261 Changes in plan assets: Fair value of plan assets at beginning of year $ 134,351 $ 190,950 Actual return on plan assets 8,069 7,161 Benefits paid — (64,016 ) Employer contributions 4,041 5,148 Currency translation 3,442 (4,892 ) Fair value of plan assets at end of year $ 149,903 $ 134,351 Funded status (30,248 ) (39,910 ) The underfunded status of the Company's defined benefit plan has been recorded as a component of other long-term liabilities as of December 13, 2019 and 2018. Components of net periodic pension cost: Interest cost $ 1,469 $ 2,509 Expected return on plan assets (1,133 ) (2,068 ) Amortization of net (gain) loss (581 ) 5,008 Service cost — — Net periodic pension (benefit) cost $ (245 ) $ 5,449 The Company makes contributions to the plan so that minimum contribution requirements, as determined by government regulations, are met. Company contributions of approximately $116,000 are expected to be made during 2020 . Benefit payments of $0 are expected to be paid through 2028. The Company utilized the following assumptions in computing the benefit obligation at December 31, 2019 and 2018 as follows: Years ended December 31, 2019 2018 Discount rate 0.66 % 0.85 % Rate of increase in compensation levels 1.00 % 1.00 % Expected long-term rate of return on plan assets 0.66 % 0.85 % |
Segment Reporting and Concentra
Segment Reporting and Concentrations | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 , and the location of long-lived assets as of December 31, 2019 and 2018 , are summarized as follows: Years ended December 31, 2019 2018 Revenues: Americas $ 4,299,840 $ 3,997,620 Asia Pacific 6,212,275 6,867,306 Europe, Middle East, Africa and Other 6,031,456 6,972,980 Total Revenues $ 16,543,571 $ 17,837,906 December 31, 2019 2018 Long-lived assets: Americas $ 6,811,578 $ 5,852,995 Asia Pacific 860,023 736,970 Europe, Middle East, Africa and Other 190,928 155,708 Total long-lived assets $ 7,862,529 $ 6,745,673 For the year ended December 31, 2019 , the Company had two customers that accounted for more than 10% of total revenue. For the year ended 2018 , the Company had no customers that accounted for more than 10% of total revenue. As of December 31, 2019 and 2018, the Company had one customer that accounted for more than 10% of the gross accounts receivable balance. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts Allowance for Returns and Doubtful Accounts | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, 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, 2019 $ 162,112 148,624 94,583 $ 216,153 December 31, 2018 $ 354,542 (23,080 ) 169,350 $ 162,112 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, 2019 | |
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 Preferred Stock. The Series A 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 Preferred Stock to HCP-FVA. Under the terms of the Certificate of Designations, the holders of the Series A 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 Preferred Stock is outstanding. HCP-FVA, the sole holder of the Series A Preferred Stock at the time, 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 the Commitment to the Company agreeing to finance up to $3 million to the Company on the terms, and subject to the conditions, set forth in the Commitment. As part of that Commitment, on November 17, 2017, the Company entered into a Loan and Security Agreement with HCP-FVA 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 short term loan, the Company issued HCP-FVA Backstop Warrants to purchase 138,591 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 short term loan In connection therewith, the Company issued HCP-FVA additional BackStop Warrants to purchase 415,774 shares of common stock and Financing Warrants to purchase 3,669,900 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 636,109 shares of Common Stock held by HCP-FVA were also cancelled. Accordingly, the New Investors hold Financing Warrants to purchase 1,859,420 shares of Common Stock and HCP-FVA now holds Financing Warrants to purchase 3,033,791 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. On December 27, 2019, the Company entered into Amendment No. 1 to Amended and Restated Term Loan Credit Agreement , by and among the Company, certain of the Company’s affiliates in their capacities as guarantors, HCP-FVA as administrative agent for the Lenders party thereto, ESW, as co-agent, and the Lenders, to provide for, among other things, a new $2,500,000 term loan facility to the Company. The Amendment also provides for certain financial covenants. On December 27, 2019, the Company drew down $1,000,000 of the 2019 Term Loan and the Company will pay a fixed amount of interest on such advance equal to 15% of the principal amount advanced. In connection with the initial advance of the 2019 Term Loan, HCP-FVA funded $620,000 , ESW funded 378,439 and Michael Kelly funded 1,561 . ESW is a greater than 5% stockholder of the Company and Mr. Kelly is a director of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Liquidity As of December 31, 2019 , we had a working capital deficiency of $3.8 million , which is inclusive of current deferred revenue of $5.3 million , and a stockholders' deficit of $14.0 million . During the year ended December 31, 2019 , while we had net loss of $1.8 million and negative cash flow from operations of $1.9 million . Our cash and cash equivalents at December 31, 2019 was $1.5 million , a decrease of $1.6 million as compared to December 31, 2018 . The Company's ability to continue as a going concern for the next twelve months from the issuance of the Company's Annual Report on Form 10K, depends on its ability to execute its business plan, increase revenue and billings and reduce expenditures. In the third quarter of 2019, the Company adopted a 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 (the "2019 Plan"). In connection with the 2019 Plan, the Company eliminated 23 positions worldwide, implemented tighter expense controls, ceased non-core activities and downsized several facilities. As of December 31, 2019, the 2019 Plan is considered to be substantially completed. On December 27, 2019, the Company entered into Amendment No. 1 to Amended and Restated Term Loan Credit Agreement (the “Amendment”), by and among the Company, certain of the Company’s affiliates in their capacities as guarantors, HCP-FVA, LLC (“HCP-FVA”) as administrative agent for the lenders party thereto (the “Lenders”), ESW Capital, LLC (“ESW”), as co-agent, and the Lenders, to provide for, among other things, a new $2,500,000 term loan facility to the Company (the “2019 Term Loan”). The Amendment also provides for certain financial covenants. On December 27, 2019, the Company drew down $1,000,000 of the 2019 Term Loan and the Company will pay a fixed amount of interest on such advance equal to 15% of the principal amount advanced. In connection with the initial advance of the 2019 Term Loan, HCP-FVA funded $620,000 , ESW funded $378,439 and Michael Kelly funded $1,561 . HCP-FVA is an affiliate of Hale Capital Partners, LP, the Company’s largest stockholder, and an affiliate of a director of the Company, Martin Hale. ESW is a greater than 5% stockholder of the Company and Mr. Kelly is a director of the Company. There is no assurance that the Company will be successful in generating sufficient bookings, billings, revenue or continue to reduce operating costs or that the Company will be able to obtain financing or that such financing will be on favorable terms. Any such financing would be dilutive to our shareholders. Failure to generate sufficient revenue, billings, control or further reduce expenditures and/or the inability to obtain financing will result in an inability of the Company to continue as a going concern. Subject to the foregoing, management believes that, based on projected cash flows and additional financing, the Company will have sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying interim financial statements. 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, 2021. |
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, 2019 and 2018 , 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. |
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 from Contracts with Customers and Associated Balances | 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. As of December 31, 2019 and 2018, accounts receivable, net of allowance for doubtful accounts, was $3.4 million and $3.6 million , respectively. Our allowance for doubtful accounts on accounts receivable was $0.2 million as of December 31, 2019 and 2018. As of December 31, 2019, short and long-term contract assets, net of allowance for doubtful accounts, was $1.1 million and $1.2 million , respectively. Our allowance for doubtful accounts on contract assets as of December 31, 2019 was nil . 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, 2019 and 2018 were $0.0 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, 2019 Balance at December 31, 2018 9,366,490 Deferral of revenue 14,626,933 Recognition of revenue (16,543,571 ) Change in reserves (94,582 ) Balance at December 31, 2019 $ 7,355,270 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 $7.4 million as of December 31, 2019, of which the Company expects to recognize approximately 71.7% of the revenue over the next 12 months and the remainder thereafter. Approximately $2.0 million of revenue is expected to be recognized from remaining performance obligations for unbilled support and services as of December 31, 2019. We expected to recognize revenue on approximately 32% of these remaining performance obligations over the next twelve months, with the balance recognized 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. Disaggregation of Revenue Please refer to the consolidated statements of operations and note 16, segment reporting and concentrations, for discussion on revenue disaggregation by product type and by geography. The Company believes this level of disaggregation sufficiently depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. 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. |
Leases | Leases The Company follows the guidance for leasing accounting in accordance with ASC 842, which was adopted as of January 1, 2019, refer to the Recently Adopted Accounting Pronouncements section below for more information about the adoption of the pronouncement. We have entered into operating leases for our various facilities. We determine if an arrangement is a lease at inception. Operating leases are included in Right-of-Use ("ROU") assets, and lease liability obligations in our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liability obligations represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We have lease agreements with lease and non-lease components and account for such components as a single lease component. As most of our leases do not provide an implicit rate, we estimated our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The ROU asset also includes any lease payments made and excludes lease incentives and lease direct costs. Our lease terms may include options to extend or terminate the lease. Such extended terms have been considered in determining the ROU assets and lease liability obligations when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. Right of Use Assets and Liabilities We have various operating leases for office facilities that expire through 2021. Below is a summary of our right of use assets and liabilities as of December 31, 2019. Right of use assets $ 1,842,254 Lease liability obligations, current 1,655,522 Lease liability obligations, less current portion 624,859 Total lease liability obligations $ 2,280,381 Weighted-average remaining lease term 1.36 Weighted-average discount rate 5.99 % Our operating lease costs for the year ended December 31, 2019 were as follows: Year Ended December 31, 2019 Components of lease expense: Operating lease cost 2,495,865 Sublease income (623,776 ) Net lease cost $ 1,872,089 During the year ended December 31, 2019, operating cash flows from operating leases was approximately $1.3 million . During the year ended December 31, 2019, we had a non-cash transaction for lease liabilities arising from obtaining right-of-use assets of $3.1 million for the year ended December 31, 2019. Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of December 31, are as follows: 2020 1,754,189 2021 639,526 Total minimum lease payments 2,393,715 Less interest (113,334 ) Present value of lease liabilities 2,280,381 |
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 fair value of the Company's single reporting unit for purposes of its goodwill impairment test exceeded its carrying value as of December 31, 2019 and 2018 and thus the Company determined there was no impairment of goodwill. As of December 31, 2019 and 2018, 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 under statute expirations. 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. |
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 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. |
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, 2019 and 2018 , 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 In February 2016, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2016-02, which establishes a right-of-use (ROU) model that requires a lessee to record a right of use (ROU) asset and a lease liability on the balance sheet for most leases. In July 2018, the FASB issued ASU No. 2018-11, which amends the guidance to add a method of adoption whereby the issuer may elect to recognize a cumulative effect adjustment at the beginning of the period of adoption. ASU No. 2018-11 does not require comparative period financial information to be adjusted. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 defines a lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. To determine whether a contract conveys the right to control the use of the identified asset for a period of time, the customer has to have both (1) the right to obtain substantially all of the economic benefits from the use of the identified asset and (2) the right to direct the use of the identified asset, a contract does not contain an identified asset if the supplier has a substantive right to substitute such asset ("the leasing criteria"). We have determined that our real estate leases with terms in excess of one year and which do not include an option to purchase the underlying asset, meet the leasing criteria. On January 1, 2019, we adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby we elected 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 elected to apply the transition provisions as of January 1, 2019, the date of adoption, and we recorded lease ROU assets of $2.9 million and related liabilities of $3.6 million million on our balance sheet related to our operating leases. We have no financing leases. There was no change to our condensed 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. On January 1, 2019, we adopted ASU 2018-09 and it did not have a material impact on the Company's 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. On January 1, 2019, we adopted ASU 2018-07 and it did not 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 Tax Act”) to retained earnings. On January 1, 2019, we adopted ASU 2018-02 and it did not have a material impact on the Company's Condensed Consolidated Financial Statements. (v) 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 to have a material impact on its Condensed Consolidated Financial Statements. In December 2019, the FASB released ASU 2019-12, which affects general principles within Topic 740, Income Taxes . The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company does not expect adoption of the new standard to have a material impact on its Condensed Consolidated Financial Statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Impact of Error on Financial Statements | The impact of the error on the consolidated balance sheet as of December 31, 2018 is presented below. As of December 31, 2018 Previously Reported Adjustment Revised Balance Sheet: Long-term deferred revenue 2,506,898 (787,895 ) 1,719,003 Total liabilities 17,769,761 (787,895 ) 16,981,866 Accumulated deficit (122,907,794 ) 787,895 (122,119,899 ) The impact of the error on the consolidated statements of stockholders' deficit is presented below. As Previously Reported Adjustment Revised Statement of Stockholders' Deficit: Cumulative effect of adoption of ASC 606 for the year ended December 31, 2018 8,929,204 787,895 9,717,099 Accumulated deficit at December 31, 2018 (122,907,794 ) 787,895 (122,119,899 ) Total stockholders' deficit at December 31, 2018 (11,553,796 ) 787,895 (10,765,901 ) |
Deferred Revenue, by Arrangement, Disclosure | Changes in deferred revenue were as follows: Twelve Months Ended December 31, 2019 Balance at December 31, 2018 9,366,490 Deferral of revenue 14,626,933 Recognition of revenue (16,543,571 ) Change in reserves (94,582 ) Balance at December 31, 2019 $ 7,355,270 |
Right of Use Assets and Liabilities and Lease Costs | We have various operating leases for office facilities that expire through 2021. Below is a summary of our right of use assets and liabilities as of December 31, 2019. Right of use assets $ 1,842,254 Lease liability obligations, current 1,655,522 Lease liability obligations, less current portion 624,859 Total lease liability obligations $ 2,280,381 Weighted-average remaining lease term 1.36 Weighted-average discount rate 5.99 % Our operating lease costs for the year ended December 31, 2019 were as follows: Year Ended December 31, 2019 Components of lease expense: Operating lease cost 2,495,865 Sublease income (623,776 ) Net lease cost $ 1,872,089 |
Future Minimum Lease Payments | Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of December 31, are as follows: 2020 1,754,189 2021 639,526 Total minimum lease payments 2,393,715 Less interest (113,334 ) Present value of lease liabilities 2,280,381 |
Schedule of Intangible Assets and Goodwill | The gross carrying amount and accumulated amortization of goodwill and other intangible assets as of December 31, 2019 and 2018 are as follows: December 31, 2019 December 31, 2018 Goodwill $ 4,150,339 $ 4,150,339 Other intangible assets: Gross carrying amount $ 3,947,103 $ 3,891,241 Accumulated amortization (3,889,385 ) (3,799,907 ) Net carrying amount $ 57,718 $ 91,334 |
Summary of Software Development Costs | The gross carrying amount and accumulated amortization of software development costs as of December 31, 2019 and 2018 are as follows: December 31, 2019 December 31, 2018 Software development costs: Gross carrying amount $ 2,950,132 $ 2,950,132 Accumulated amortization (2,923,120 ) (2,861,363 ) Software development costs, net $ 27,012 $ 88,769 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following represents the common stock equivalents that were excluded from the computation of diluted shares outstanding because their effect would have been anti-dilutive for the years ended December 31, 2019 and 2018 : Year Ended December 31, 2019 2018 Stock options, warrants and restricted stock 1,263,009 29,973 Series A redeemable convertible preferred stock 87,815 87,815 Total anti-dilutive common stock equivalents 1,350,824 117,788 |
Computation of Earnings Per Share | The following represents the common stock equivalents that were excluded from the computation of diluted shares outstanding because their effect would have been anti-dilutive for the years ended December 31, 2019 and 2018 : Year Ended December 31, 2019 2018 Stock options, warrants and restricted stock 1,263,009 29,973 Series A redeemable convertible preferred stock 87,815 87,815 Total anti-dilutive common stock equivalents 1,350,824 117,788 The following represents a reconciliation of the numerators and denominators of the basic and diluted EPS computation: Year Ended December 31, 2019 2018 Numerator: Net loss $ (1,751,954 ) $ (906,714 ) Effects of Series A redeemable convertible preferred stock: Less: Accrual of Series A redeemable convertible preferred stock dividends 1,157,762 1,035,977 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 389,811 254,212 Less: Deemed dividend on Series A redeemable convertible preferred stock $ — $ 2,269,042 Net loss attributable to common stockholders $ (3,299,527 ) $ (4,465,945 ) Denominator: Weighted average basic shares outstanding 5,900,621 933,301 Weighted average diluted shares outstanding 5,900,621 933,301 EPS: Basic net loss per share attributable to common stockholders $ (0.56 ) $ (4.79 ) Diluted net loss per share attributable to common stockholders $ (0.56 ) $ (4.79 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: December 31, 2019 December 31, 2018 Computer hardware and software $ 16,418,916 $ 16,345,218 Furniture and equipment 601,928 601,938 Leasehold improvements 1,715,041 1,681,606 Property and equipment, gross 18,735,885 18,628,762 Less accumulated depreciation and amortization (18,366,612 ) (18,194,827 ) Property and equipment, net $ 369,273 $ 433,935 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured On Recurring Basis | The following table presents the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2019 : 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) Derivative liabilities: Derivative Instruments 483,804 — — 483,804 Total derivative liabilities 483,804 — — 483,804 Total assets and liabilities measured at fair value $ 483,804 $ — $ — $ 483,804 The derivative liabilities above are classified as other long-term liabilities in the December 31, 2019 consolidated balance sheet. The following table presents the Company’s 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) 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 |
Fair Value Measurements Using Significant Unobservable Inputs | The following table presents the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of each of the years ended December 31, 2019 and 2018 : Fair Value Measurements Using Significant Unobservable Inputs (Level 3) December 31, 2019 December 31, 2018 Beginning Balance $ 498,086 $ 445,838 Total (earnings) loss recognized in earnings (14,282 ) 52,248 Ending Balance $ 483,804 $ 498,086 Earnings and losses resulting from changes in the fair value of the derivative instruments above are recorded as a component of interest and other expense. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are comprised of the following: December 31, 2019 December 31, 2018 Accrued compensation $ 141,233 $ 136,446 Accrued consulting and professional fees 1,603,914 1,749,108 Other accrued expenses 48,784 64,775 Accrued income taxes — 47,088 Accrued other taxes 446,094 420,695 Accrued restructuring costs 293,799 461,361 $ 2,533,824 $ 2,879,473 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 Income (loss) before income taxes: Domestic loss $ (1,847,586 ) $ (1,105,447 ) Foreign income 587,957 432,021 Total loss before income taxes: (1,259,629 ) (673,426 ) Provision (benefit) for income taxes: Current: Federal $ (116,504 ) $ (231,564 ) State and local (40,860 ) (47,304 ) Foreign 237,244 244,396 79,880 (34,472 ) Deferred: Federal $ 121,898 $ 208,709 State and local 12,700 308 Foreign 277,847 58,743 412,445 267,760 Total provision for income taxes: $ 492,325 $ 233,288 |
Schedule of deferred tax assets and liabilities | December 31, 2019 2018 Deferred Tax Assets: Allowance for receivables $ 52,439 $ 35,218 Deferred revenue 383,920 852,015 Share-based compensation 25,127 21,940 Accrued expenses and other liabilities 232,777 341,553 Domestic net operating loss carryforwards 20,761,781 19,405,651 Foreign net operating loss carryforwards 187,328 198,017 Tax credit carryforwards 3,106,022 3,106,022 AMT tax credit carryforwards 116,504 233,007 Capital loss carryforwards 32,109 31,466 Fixed assets 179,534 178,502 Interest expense carryforwards 94,674 63,823 Lease liability 494,030 — Intangibles 176,210 287,547 Sub-total 25,842,455 24,754,761 Valuation allowance (23,613,642 ) (22,424,261 ) Total Deferred Tax Assets 2,228,813 2,330,500 Deferred Tax Liabilities: Prepaid commissions and other (134,618 ) (100,569 ) Tax method changes (913,496 ) (1,227,047 ) Right of use asset (387,740 ) — Deferred state income tax (470,545 ) (279,540 ) Foreign withholding taxes (496,093 ) (481,892 ) Total Deferred Tax Liabilities (2,402,492 ) (2,089,048 ) Net Deferred Tax Assets $ (173,679 ) $ 241,452 |
Schedule of effective tax rate reconciliation | December 31, 2019 2018 Tax at Federal statutory rate $ (264,522 ) $ (141,419 ) Increase (reduction) in income taxes resulting from: State and local taxes (675,527 ) 543,278 Non-deductible expenses 9,100 5,788 GILTI 208,632 194,676 Stock compensation 6,236 509,951 Net effect of foreign operations (10,012 ) 79,607 Uncertain tax positions (71,119 ) (60,994 ) Change in valuation allowance 1,188,639 (1,241,052 ) Foreign withholding taxes 165,099 143,120 Other (64,201 ) 200,333 $ 492,325 $ 233,288 |
Schedule of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows: 2019 2018 Balance at January 1, $ 134,246 $ 180,202 Increases to tax positions taken in prior years — — Expiration of statutes of limitation (42,207 ) (42,275 ) Translation (10,639 ) (3,681 ) Balance at December 31, $ 81,400 $ 134,246 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in Accumulated Other Comprehensive Loss, net of applicable tax, for December 31, 2019 are as follows: Foreign Net Total Accumulated other comprehensive income (loss) at December 31, 2018 $ (1,921,905 ) $ 26,803 $ (1,895,102 ) Other comprehensive income (loss) Other comprehensive income (loss) before reclassifications (4,921 ) 7,008 2,087 Amounts reclassified from accumulated other comprehensive income — (245 ) (245 ) Total other comprehensive income (4,921 ) 6,763 1,842 Accumulated other comprehensive income (loss) at December 31, 2019 $ (1,926,826 ) $ 33,566 $ (1,893,260 ) 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 ) |
Series A Redeemable Convertib_2
Series A Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 , were as follows: Years Ended December 31, 2019 2018 Beginning Balance $ 498,086 $ 445,838 Total loss recognized in earnings (14,282 ) 52,248 Ending Balance $ 483,804 $ 498,086 |
Derivative Probability and Volatility Assumptions | The probability and volatility assumptions are as follows: Probability of redemption as part of a fundamental sale transaction 0.5% Probability of redemption absent a fundamental sale transaction 4.75% Annual volatility 65% |
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, 2019 and 2018 , respectively: Years Ended December 31, 2019 2018 Net income (loss) $ (1,751,954 ) $ (906,714 ) Effects of Series A redeemable convertible preferred stock: Less: Accrual of Series A redeemable convertible preferred stock dividends 1,157,762 1,035,977 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 389,811 254,212 Less: Deemed dividend on Series A redeemable convertible preferred stock — 2,269,042 Net income (loss) attributable to common stockholders $ (3,299,527 ) $ (4,465,945 ) |
Share-Based Payment Arrangeme_2
Share-Based Payment Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Details of Stock Option Plan | Name of Plan Shares Shares Available Shares FalconStor Software, Inc. 2018 Incentive Stock Plan 1,471,997 296,188 1,146,002 |
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, 2019 : Name of Plan Shares Available for Grant Shares Outstanding FalconStor Software, Inc., 2016 Incentive Stock Plan — 3,850 FalconStor Software, Inc., 2006 Incentive Stock Plan — 7,595 |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity for 2019 is as follows: Number of Weighted Weighted Aggregate Options Outstanding at December 31, 2018 13,537 $ 140.35 5.60 $ — Granted — $ — Exercised — $ — Forfeited (2,587 ) $ 163.65 Expired (505 ) $ 286.35 Options Outstanding at December 31, 2019 10,445 $ 127.53 4.96 $ — Options Exercisable at December 31, 2019 10,445 $ 127.53 4.96 $ — Options Expected to Vest after December 31, 2019 — $ — 0.00 $ — |
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, 2019 2018 Cost of revenue - Support and Service 2,250 26,203 Research and development costs 6,348 77,116 Selling and marketing 4,030 19,615 General and administrative 19,652 (58,262 ) $ 32,280 $ 64,672 |
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, 2019 2018 Directors, officers and employees $ 23,031 $ (49,289 ) |
Schedule of Restricted Stock Units Activity | A summary of the Company’s restricted stock activity for 2019 is as follows: Number of Restricted Stock Awards Non-Vested at December 31, 2018 1,000 Granted 1,251,154 Vested (29,807 ) Forfeited (75,345 ) Non-Vested at December 31, 2019 1,147,002 |
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, 2019 2018 Expected dividend yield 0% N/A Expected volatility 46.1% - 42.2% N/A Risk-free interest rate 2.5% N/A Expected term (years) 5.0 N/A Discount for post-vesting restrictions N/A N/A |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 : 2020 $ 1,754,189 2021 639,526 2022 — 2023 — Thereafter — $ 2,393,715 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | Accrued restructuring costs as of December 31, 2019 associated with the 2013 and 2017 Plans is as follows: Severance related costs Facility and other costs Total 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 Provisions/Additions 245,910 858,408 1,104,318 Utilized/Paid (413,472 ) (1,074,362 ) (1,487,834 ) Balance at December 31, 2019 $ 293,799 $ 237,493 $ 531,292 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Funded Status | Pension information for the years ended December 31, 2019 and 2018 , is as follows: 2019 2018 Accumulated benefit obligation $ 170,879 $ 165,031 Changes in projected benefit obligation: Projected benefit obligation at beginning of year 174,261 231,618 Interest cost 1,469 2,509 Actuarial gain 389 10,248 Benefits paid — (64,016 ) Service cost — — Currency translation 4,032 (6,098 ) Projected benefit obligation at end of year $ 180,151 $ 174,261 Changes in plan assets: Fair value of plan assets at beginning of year $ 134,351 $ 190,950 Actual return on plan assets 8,069 7,161 Benefits paid — (64,016 ) Employer contributions 4,041 5,148 Currency translation 3,442 (4,892 ) Fair value of plan assets at end of year $ 149,903 $ 134,351 Funded status (30,248 ) (39,910 ) |
Schedule of Pension Cost | Components of net periodic pension cost: Interest cost $ 1,469 $ 2,509 Expected return on plan assets (1,133 ) (2,068 ) Amortization of net (gain) loss (581 ) 5,008 Service cost — — Net periodic pension (benefit) cost $ (245 ) $ 5,449 |
Schedule of Assumptions Used in Computing Benefit Obligations | The Company utilized the following assumptions in computing the benefit obligation at December 31, 2019 and 2018 as follows: Years ended December 31, 2019 2018 Discount rate 0.66 % 0.85 % Rate of increase in compensation levels 1.00 % 1.00 % Expected long-term rate of return on plan assets 0.66 % 0.85 % |
Segment Reporting and Concent_2
Segment Reporting and Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 , and the location of long-lived assets as of December 31, 2019 and 2018 , are summarized as follows: Years ended December 31, 2019 2018 Revenues: Americas $ 4,299,840 $ 3,997,620 Asia Pacific 6,212,275 6,867,306 Europe, Middle East, Africa and Other 6,031,456 6,972,980 Total Revenues $ 16,543,571 $ 17,837,906 December 31, 2019 2018 Long-lived assets: Americas $ 6,811,578 $ 5,852,995 Asia Pacific 860,023 736,970 Europe, Middle East, Africa and Other 190,928 155,708 Total long-lived assets $ 7,862,529 $ 6,745,673 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts Allowance for Returns and Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, 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, 2019 $ 162,112 148,624 94,583 $ 216,153 December 31, 2018 $ 354,542 (23,080 ) 169,350 $ 162,112 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Liquidity (Details) | Dec. 27, 2019USD ($) | Dec. 31, 2019USD ($)employee | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Line of Credit Facility [Line Items] | ||||
Working Capital Deficiency | $ 3,800,000 | |||
Deferred revenue, net | 5,270,190 | $ 6,859,592 | ||
Stockholders' Equity Attributable to Parent | (14,031,306) | (10,765,901) | ||
Net Income (Loss) Attributable to Parent | (1,751,954) | (906,714) | ||
Net Cash Provided by (Used in) Operating Activities | (1,899,877) | (1,510,967) | ||
Cash and Cash Equivalents, at Carrying Value | 1,475,166 | 3,059,677 | $ 1,011,472 | |
Cash, Period Increase (Decrease) | $ (1,600,000) | |||
Restructuring plan, number of positions eliminated | employee | 23 | |||
HCP-FVA, LLC [Member] | 2019 Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Proceeds from Lines of Credit | $ 620,000 | |||
ESW [Member] | 2019 Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Proceeds from Lines of Credit | 378,439 | |||
Michael Kelly [Member] | 2019 Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Proceeds from Lines of Credit | 1,561 | |||
Various Lenders [Member] | 2019 Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total loan commitment amount available | 2,500,000 | |||
Proceeds from Lines of Credit | $ 1,000,000 | |||
Accumulated Deficit | ||||
Line of Credit Facility [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $ (1,751,954) | $ (906,714) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revision of Previous Financial Statements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | |
Balance Sheet: | |||
Deferred revenue | $ 1,719,003 | $ 2,085,080 | |
Total liabilities | 16,981,866 | 18,503,173 | |
Accumulated deficit | (122,119,899) | (123,871,853) | |
Statement of Stockholders' Deficit: | |||
Cumulative effect of adoption of ASC 606 | 9,717,099 | ||
Total stockholders' deficit at December 31, 2018 | (10,765,901) | (14,031,306) | $ (21,224,797) |
Previously Reported [Member] | |||
Balance Sheet: | |||
Deferred revenue | 2,506,898 | ||
Total liabilities | 17,769,761 | ||
Accumulated deficit | (122,907,794) | ||
Statement of Stockholders' Deficit: | |||
Total stockholders' deficit at December 31, 2018 | (11,553,796) | ||
Adjustment [Member] | |||
Balance Sheet: | |||
Deferred revenue | (787,895) | ||
Total liabilities | (787,895) | ||
Accumulated deficit | 787,895 | ||
Statement of Stockholders' Deficit: | |||
Total stockholders' deficit at December 31, 2018 | 787,895 | ||
Accumulated Deficit | |||
Statement of Stockholders' Deficit: | |||
Cumulative effect of adoption of ASC 606 | 9,717,099 | ||
Total stockholders' deficit at December 31, 2018 | (122,119,899) | $ (123,871,853) | $ (130,930,284) |
Accumulated Deficit | Previously Reported [Member] | |||
Statement of Stockholders' Deficit: | |||
Cumulative effect of adoption of ASC 606 | 8,929,204 | ||
Total stockholders' deficit at December 31, 2018 | (122,907,794) | ||
Accumulated Deficit | Adjustment [Member] | |||
Statement of Stockholders' Deficit: | |||
Cumulative effect of adoption of ASC 606 | 787,895 | ||
Total stockholders' deficit at December 31, 2018 | $ 787,895 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Stock Split (Details) - shares | Dec. 31, 2019 | Aug. 08, 2019 | Dec. 31, 2018 |
Equity [Abstract] | |||
Total Common And Temporary Equity Shares Authorized | 32,000,000 | ||
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 | 800,000,000 |
Temporary Equity, Shares Authorized | 2,000,000 | 2,000,000 | 2,000,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Revenue Additional Details (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||
Accounts receivable, net of allowances | $ 3,406,550 | $ 3,605,411 |
Accounts receivable, allowance for doubtful accounts | 200,000 | |
Short and long-term contracts, net of allowances | 1,100,000 | 1,200,000 |
Contract assets, allowance for doubtful accounts | 0 | |
Write-offs in the accounts receivable and contract allowance accounts | $ 0 | $ 100,000 |
Deferred revenue expected to be recognized over the next 12 months | 71.70% | |
Remaining performance obligation | $ 2,000,000 | |
Revenue from performance obligations expected to be recognized over next 12 months | 32.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Deferred Revenue Rollforward (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Deferred Revenue Rollforward [Abstract] | |
Deferred Revenue | $ 9,366,490 |
Deferred Revenue, Additions | 14,626,933 |
Deferred Revenue, Revenue Recognized | (16,543,571) |
Deferred Revenue, Increase (Decrease) In Reserves | (94,582) |
Deferred Revenue | $ 7,355,270 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Leases Right of Use Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Lease, Cost [Abstract] | |||
Operating lease right-of-use assets, net | $ 1,842,254 | $ 2,900,000 | $ 0 |
Current portion of operating lease liabilities | 1,655,522 | 0 | |
Operating lease liabilities, less current portion | 624,859 | $ 0 | |
Operating Lease, Liability | $ 2,280,381 | $ 3,600,000 | |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 4 months 9 days | ||
Operating Lease, Weighted Average Discount Rate, Percent | 5.99% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Leases Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 2,495,865 |
Sublease income | (623,776) |
Net lease cost | 1,872,089 |
Operating lease payments | 1,300,000 |
Non-cash transaction for lease liabilities arising from right-of-use assets | $ 3,100,000 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies Significant Accounting Policies - Leases Schedule of Future Minimum Operating Lease Payments (Details) - USD ($) | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2020 | $ 1,754,189 | |
2021 | 639,526 | |
Total minimum lease payments | 2,393,715 | |
Less interest | (113,334) | |
Present value of lease liabilities | $ 2,280,381 | $ 3,600,000 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Summary of Significant Accou_13
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets Table (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Goodwill | $ 4,150,339 | $ 4,150,339 |
Other intangible assets: | ||
Gross carrying amount | 3,947,103 | 3,891,241 |
Accumulated amortization | (3,889,385) | (3,799,907) |
Net carrying amount | $ 57,718 | $ 91,334 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 89,478 | $ 125,136 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 57,718 | |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Software Development Costs Table (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Gross carrying amount | $ 2,950,132 | $ 2,950,132 |
Accumulated amortization | (2,923,120) | (2,861,363) |
Software development costs, net | $ 27,012 | $ 88,769 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Software Development Costs Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Software Development Costs Disclosure [Abstract] | ||
Capitalized Computer Software, Amortization | $ 61,756 | $ 223,564 |
Expected Future Amortization Expense for Software Development Costs, Next Twelve Months | 7,734 | |
Expected Future Amortization Expense for Software Development Costs, Year Two | 6,583 | |
Expected Future Amortization Expense for Software Development Costs Year Three | 6,583 | |
Expected Future Amortization Expense for Software Development Costs Year Four | $ 6,113 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Foreign Currency (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Foreign Currency [Abstract] | ||
Foreign Currency Transaction Gain (Loss), Unrealized | $ (158,148) | $ (207,242) |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Earnings per Share Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock equivalents | 1,350,824 | 117,788 |
Stock options, warrants and restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock equivalents | 1,263,009 | 29,973 |
Series A redeemable convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock equivalents | 87,815 | 87,815 |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Earnings per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||
Net loss | $ (1,751,954) | $ (906,714) |
Preferred Stock Dividends and Other Adjustments [Abstract] | ||
Less: Accrual of Series A redeemable convertible preferred stock dividends | 1,157,762 | 1,035,977 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 389,811 | 254,212 |
Less: Deemed dividend on Series A redeemable convertible preferred stock | 0 | 2,269,042 |
Net loss attributable to common stockholders | $ (3,299,527) | $ (4,465,945) |
Denominator: | ||
Weighted average basic shares outstanding (in shares) | 5,900,621 | 933,301 |
Weighted average diluted shares outstanding (in shares) | 5,900,621 | 933,301 |
EPS: | ||
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (0.56) | $ (4.79) |
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.56) | $ (4.79) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Computer hardware and software | $ 16,418,916 | $ 16,345,218 |
Furniture and equipment | 601,928 | 601,938 |
Leasehold improvements | 1,715,041 | 1,681,606 |
Gross | 18,735,885 | 18,628,762 |
Less accumulated depreciation and amortization | (18,366,612) | (18,194,827) |
Net | $ 369,273 | $ 433,935 |
Property and Equipment (Detail
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Write off of fixed assets | $ 0 | |
Accumulated depreciation on disposals of property and equipment | 0 | |
Depreciation and amortization expense | $ 248,564 | $ 294,939 |
Fair Value Measurements Compone
Fair Value Measurements Components (Details) - Recurring - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative liabilities: | ||
Derivative instruments, fair value | $ 483,804 | $ 498,086 |
Total derivative liabilities measured at fair value | 483,804 | 498,086 |
Total assets and liabilities measured at fair value | 483,804 | |
Fair Value, Inputs, Level 1 | ||
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 | ||
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 3 | ||
Derivative liabilities: | ||
Derivative instruments, fair value | 483,804 | 498,086 |
Total derivative liabilities measured at fair value | 483,804 | 498,086 |
Total assets and liabilities measured at fair value | $ 483,804 | $ 498,086 |
Fair Value Measurements Earning
Fair Value Measurements Earnings Recognition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 498,086 | $ 445,838 |
Total (earnings) loss recognized in earnings | (14,282) | 52,248 |
Ending Balance | $ 483,804 | $ 498,086 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 141,233 | $ 136,446 |
Accrued consulting and professional fees | 1,603,914 | 1,749,108 |
Other accrued expenses | 48,784 | 64,775 |
Accrued income taxes | 0 | 47,088 |
Accrued other taxes | 446,094 | 420,695 |
Accrued restructuring costs | 293,799 | 461,361 |
Total accrued expenses | $ 2,533,824 | $ 2,879,473 |
Income Taxes Provision (Details
Income Taxes Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income (loss) before income taxes: | ||
Domestic income (loss) | $ (1,847,586) | $ (1,105,447) |
Foreign income | 587,957 | 432,021 |
Loss before income taxes | (1,259,629) | (673,426) |
Provision (benefit) for income taxes: | ||
Federal | (116,504) | (231,564) |
State and local | (40,860) | (47,304) |
Foreign | 237,244 | 244,396 |
Total | 79,880 | (34,472) |
Deferred: | ||
Federal | 121,898 | 208,709 |
State and local | 12,700 | 308 |
Foreign | 277,847 | 58,743 |
Total | 412,445 | 267,760 |
Total provision (benefit) for income taxes | $ 492,325 | $ 233,288 |
Income Taxes Deferred Taxes (De
Income Taxes Deferred Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets: | ||
Allowance for receivables | $ 52,439 | $ 35,218 |
Deferred revenue | 383,920 | 852,015 |
Share-based compensation | 25,127 | 21,940 |
Accrued expenses and other liabilities | 232,777 | 341,553 |
Domestic net operating loss carryforwards | 20,761,781 | 19,405,651 |
Foreign net operating loss carryforwards | 187,328 | 198,017 |
Tax credit carryforwards | 3,106,022 | 3,106,022 |
AMT tax credit carryforwards | 116,504 | 233,007 |
Capital loss carryforwards | 32,109 | 31,466 |
Fixed assets | 179,534 | 178,502 |
Interest expense carryforwards | 94,674 | 63,823 |
Deferred Tax Assets Lease Liability | 494,030 | 0 |
Intangibles | 176,210 | 287,547 |
Sub-total | 25,842,455 | 24,754,761 |
Valuation allowance | (23,613,642) | (22,424,261) |
Total Deferred Tax Assets | 2,228,813 | 2,330,500 |
Deferred Tax Liabilities: | ||
Prepaid commissions and other | (134,618) | (100,569) |
Tax method changes | (913,496) | (1,227,047) |
Deferred Tax Liabilities, Leasing Arrangements | (387,740) | 0 |
Deferred state income tax | (470,545) | (279,540) |
Foreign withholding taxes | (496,093) | (481,892) |
Total Deferred Tax Liabilities | (2,402,492) | (2,089,048) |
Deferred Tax Liabilities, Net | $ (173,679) | |
Net Deferred Tax Assets | $ 241,452 |
Income Taxes Reconciliation (De
Income Taxes Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Tax at Federal statutory rate | $ (264,522) | $ (141,419) |
Increase (reduction) in income taxes resulting from: | ||
State and local taxes | (675,527) | 543,278 |
Non-deductible expenses | 9,100 | 5,788 |
Effective Income Tax Rate Reconciliation Global Intangible Low Taxed Income | 208,632 | 194,676 |
Stock compensation | 6,236 | 509,951 |
Net effect of foreign operations | (10,012) | 79,607 |
Uncertain tax positions | (71,119) | (60,994) |
Change in valuation allowance | 1,188,639 | (1,241,052) |
Foreign withholding taxes | 165,099 | 143,120 |
Other | (64,201) | 200,333 |
Total provision (benefit) for income taxes | $ 492,325 | $ 233,288 |
Income Taxes Unrecognized Tax B
Income Taxes Unrecognized Tax Benefits Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at January 1, | $ 134,246 | $ 180,202 |
Increases to tax positions taken in prior years | 0 | 0 |
Expiration of statutes of limitation | (42,207) | (42,275) |
Translation | (10,639) | (3,681) |
Balance at December 31, | $ 81,400 | $ 134,246 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||
Provision (benefit) for income taxes | $ 492,325 | $ 233,288 |
Valuation allowance reduction due to Tax Act | 1,200,000 | |
Undistributed earnings of foreign subsidiaries | 4,600,000 | |
Withholding tax liability | 500,000 | |
Unrecognized tax benefits that would reduce effective tax rate | 113,619 | |
Accrued interest | 32,219 | |
Unrecognized tax benefits expected to reverse, net twelve months | 7,981 | |
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 | 88,100,000 | |
To Expire Beginning 2030 [Member] | Domestic tax authority | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss carryforwards | 83,400,000 | |
Carried Forward Indefinitely [Member] | Domestic tax authority | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss carryforwards | $ 4,700,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | $ (1,895,102) | $ (1,958,843) |
Other comprehensive income (loss) | ||
Other comprehensive income (loss) before reclassifications | 2,087 | 58,292 |
Amounts reclassified from accumulated other comprehensive income (loss) | (245) | 5,449 |
Total other comprehensive income (loss) | 1,842 | 63,741 |
Accumulated other comprehensive (loss) income, ending balance | (1,893,260) | (1,895,102) |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | (1,921,905) | (1,980,940) |
Other comprehensive income (loss) | ||
Other comprehensive income (loss) before reclassifications | (4,921) | 59,035 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 |
Total other comprehensive income (loss) | (4,921) | 59,035 |
Accumulated other comprehensive (loss) income, ending balance | (1,926,826) | (1,921,905) |
Net Minimum Pension Liability | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | 26,803 | 22,097 |
Other comprehensive income (loss) | ||
Other comprehensive income (loss) before reclassifications | 7,008 | (743) |
Amounts reclassified from accumulated other comprehensive income (loss) | (245) | 5,449 |
Total other comprehensive income (loss) | 6,763 | 4,706 |
Accumulated other comprehensive (loss) income, ending balance | $ 33,566 | $ 26,803 |
Notes Payable and Stock Warra_2
Notes Payable and Stock Warrants - Initial Transaction As Recorded (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 23, 2018 |
Class of Stock [Line Items] | |||
Notes payable, net | $ 3,853,634 | $ 3,124,827 | $ 2,457,249 |
Deemed Dividend | $ 1,547,573 | $ 1,290,189 | |
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 | 12 Months Ended |
Feb. 23, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Preferred Stock Rollforward [Roll Forward] | |||
Series A redeemable convertible preferred stock, redemption value | $ 11,104,923 | ||
Series A redeemable convertible preferred stock, redemption value | $ 11,104,923 | 12,262,685 | |
Redeemable Preferred Stock [Member] | |||
Preferred Stock Rollforward [Roll Forward] | |||
Series A redeemable convertible preferred stock, redemption value | $ 9,000,000 | 8,709,684 | 9,756,706 |
Accrued dividends | 1,312,112 | 683,742 | 1,157,762 |
Discount | (1,602,428) | ||
Accretion of preferred stock | 363,280 | 389,811 | |
Series A redeemable convertible preferred stock, redemption value | $ 8,709,684 | $ 9,756,706 | $ 11,304,279 |
Notes Payable and Stock Warra_4
Notes Payable and Stock Warrants - Notes Payable Balance (Details) - USD ($) | 10 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 27, 2019 | 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 | $ 3,124,827 | ||||
Revaluation of long-term debt | (447,008) | |||||
Accretion of discount | 202,195 | 273,521 | ||||
Deferred issuance costs | (87,609) | (55,393) | ||||
Repayments of Long-term Debt | 489,321 | $ 0 | ||||
Total notes payable, net at December 31, 2018 | $ 3,124,827 | $ 3,853,634 | $ 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 | $ 1,000,000 |
Notes Payable and Stock Warra_5
Notes Payable and Stock Warrants - Notes Payable (Details Narrative) - USD ($) | Dec. 27, 2019 | Oct. 09, 2018 | Apr. 23, 2018 | Feb. 23, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 17, 2017 | Sep. 16, 2013 |
Debt Instrument [Line Items] | ||||||||
Series A redeemable convertible preferred stock, shares issued | 900,000 | 900,000 | ||||||
Class Of Warrant Of Right, Warrants Cancelled | 623,920 | |||||||
Proceeds from Warrant Exercises | $ 0 | $ 489,321 | ||||||
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 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of long-term debt | $ 3,000,000 | |||||||
Total loan commitment amount available | 3,000,000 | |||||||
Commitment Loan [Member] | HCP-FVA, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants issued (in shares) | 30,000,000 | |||||||
Commitment Loan [Member] | Financing Warrants | HCP-FVA, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class Of Warrant Of Right, Warrants Cancelled | 636,109 | |||||||
Financing Of Units [Member] | New Investors [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of long-term debt | $ 1,000,000 | $ 1,000,000 | ||||||
Debt Instrument, Portion Of Debt Sold To New Lender | $ 520,000 | |||||||
Financing Of Units [Member] | Financing Warrants | HCP-FVA, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of Warrant or Right, Outstanding | 3,033,791 | |||||||
Financing Of Units [Member] | Financing Warrants | New Investors [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of Warrant or Right, Outstanding | 1,859,420 | |||||||
2019 Term Loan [Member] | HCP-FVA, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from Lines of Credit | 620,000 | |||||||
2019 Term Loan [Member] | ESW [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from Lines of Credit | 378,439 | |||||||
2019 Term Loan [Member] | Michael Kelly [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from Lines of Credit | 1,561 | |||||||
2019 Term Loan [Member] | Various Lenders [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from Lines of Credit | $ 1,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | |||||||
Total loan commitment amount available | $ 2,500,000 | |||||||
Loan and Security Agreement Short-term Loan | HCP-FVA, LLC [Member] | ||||||||
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 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants issued (in shares) | 3,669,900 | |||||||
Loan and Security Agreement Short-term Loan | Initial Backstop Warrant | HCP-FVA, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants issued (in shares) | 138,591 | |||||||
Loan and Security Agreement Short-term Loan | Additional Backstop Warrant | HCP-FVA, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants issued (in shares) | 415,774 | |||||||
Line of Credit [Member] | Commitment Loan [Member] | HCP-FVA, LLC [Member] | ||||||||
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 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants issued (in shares) | 3,669,900 | |||||||
Stock Issued During Period, Shares, New Issues | 533,706 | |||||||
Line of Credit [Member] | Commitment Loan [Member] | Initial Backstop Warrant | HCP-FVA, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants reserved for purchase | $ 15,436 | |||||||
Line of Credit [Member] | Commitment Loan [Member] | Series A Preferred Stock [Member] | HCP-FVA, LLC [Member] | ||||||||
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 [Member] | ||||||||
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 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants issued (in shares) | 415,774 | |||||||
Senior Notes [Member] | Commitment Loan [Member] | HCP-FVA, LLC [Member] | ||||||||
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] | ||||||||
Stock Issued During Period, Shares, New Issues | 15,181 | 5,426,917 | ||||||
Common Stock | Line of Credit [Member] | Commitment Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class Of Warrant Or Right, Issued | 138,591 | |||||||
Common Stock | Line of Credit [Member] | Commitment Loan [Member] | HCP-FVA, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class Of Warrant Or Right, Issued | 0.12233 | |||||||
Warrants issued (in shares) | 4,893,200 | |||||||
Prime rate | Common Stock | Senior Notes [Member] | Commitment Loan [Member] | HCP-FVA, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt rate basis spread | 0.75% |
Series A Redeemable Convertib_3
Series A Redeemable Convertible Preferred Stock (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2019USD ($)Integershares | Dec. 31, 2018USD ($)shares | Sep. 16, 2013$ / sharesshares | |
Class of Stock [Line Items] | |||
Series A redeemable convertible preferred stock, shares issued | shares | 900,000 | 900,000 | |
Minimum percentage of common stock price to conversion price to determine eligibility of conversion through 60 consecutive trading days | 250.00% | ||
Consecutive trading days, convertible debt threshold | Integer | 60 | ||
Threshold of stock price trigger, percentage | 225.00% | ||
Upon certain triggering events holders can redeem | 100.00% | ||
Preferred Stock, Financing Proceeds Threshold | $ 5,000,000 | ||
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. | ||
Total (earnings) loss recognized in earnings | $ (14,282) | $ 52,248 | |
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 | $ 102.49 | ||
Series A redeemable convertible preferred stock | Prime rate | |||
Class of Stock [Line Items] | |||
Basis spread on Series A redeemable convertible preferred stock dividend, percentage | 5.00% | ||
Series A redeemable convertible preferred stock, basis spread on dividend rate, conditional percentage | 10.00% | ||
Maximum [Member] | |||
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 | $ 483,804 | ||
Derivative instruments, fair value | $ 483,804 | $ 498,086 |
Series A Redeemable Convertib_4
Series A Redeemable Convertible Preferred Stock Series A Redeemable Convertible Preferred Stock (Recognition) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning Balance | $ 498,086 | $ 445,838 |
Total (earnings) loss recognized in earnings | (14,282) | 52,248 |
Ending Balance | $ 483,804 | $ 498,086 |
Series A Redeemable Convertib_5
Series A Redeemable Convertible Preferred Stock Series A Redeemable Convertible Preferred Stock Effect on Net Income (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Net loss | $ (1,751,954) | $ (906,714) |
Less: Accrual of Series A redeemable convertible preferred stock dividends | 1,157,762 | 1,035,977 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 389,811 | 254,212 |
Less: Deemed dividend on Series A redeemable convertible preferred stock | 0 | 2,269,042 |
Net income (loss) attributable to common stockholders | $ (3,299,527) | $ (4,465,945) |
Series A Redeemable Convertib_6
Series A Redeemable Convertible Preferred Stock Series A Redeemable Convertible Preferred Stock - Probability and Volatility Assumptions (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Probability of redemption as part of a fundamental sale transaction | 0.50% |
Probability of redemption absent a fundamental sale transaction | 4.75% |
Annual volatility | 65.00% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Aug. 08, 2019 | Dec. 31, 2018 | Jun. 22, 2018 | |
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 | 30,000,000 | 30,000,000 | 800,000,000 | |
Stock repurchased during period, shares | 0 | |||
Remaining number of shares authorized for repurchased | 49,078 |
Share-Based Payment Arrangeme_3
Share-Based Payment Arrangements - Share Based Compensation Arrangements (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 22, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding | 10,445 | 13,537 | |
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) | 1,471,997 | ||
Shares Available for grant | 296,188 | 1,471,997 | |
Options Outstanding | 1,146,002 |
Share-Based Payment Arrangeme_4
Share-Based Payment Arrangements Expired Plans with Awards Outstanding (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding | 10,445 | 13,537 |
FalconStor Software, Inc., 2016 Incentive Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Available for grant | 0 | |
Options Outstanding | 3,850 | |
FalconStor Software, Inc., 2006 Incentive Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Available for grant | 0 | |
Options Outstanding | 7,595 |
Share-Based Payment Arrangeme_5
Share-Based Payment Arrangements Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Options Outstanding, Beginning | 13,537 | |
Number of Options, Granted | 0 | |
Number of Options, Exercised | 0 | |
Number of Options, Forfeited | (2,587) | |
Number of Options, Expired | (505) | |
Number of Options Outstanding, Ending | 10,445 | 13,537 |
Number of Options, Exercisable | 10,445 | |
Number of Options, Expected to Vest after end of period | 0 | |
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) | $ 140.35 | |
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) | 163.65 | |
Weighted Average Exercise Price, Expired (in dollars per share) | 286.35 | |
Weighted Average Exercise Price, Outstanding, Ending (in dollars per share) | 127.53 | $ 140.35 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | 127.53 | |
Weighted Average Exercise Price, Expected to Vest After End of Period (in dollars per share) | $ 0 | |
Weighted Average Remaining Contractual Life (in years), Outstanding | 4 years 11 months 15 days | 5 years 7 months 7 days |
Weighted Average Remaining Contractual Life (in years), Exercisable | 4 years 11 months 15 days | |
Weighted Average Remaining Contractual Life (in years), Expected to Vest after end of period | 1 day | |
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 Share-Based Compensation Expense by Department (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 32,280 | $ 64,672 |
Cost of revenue - Support and Service | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 2,250 | 26,203 |
Research and development costs | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 6,348 | 77,116 |
Selling and marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 4,030 | 19,615 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 19,652 | $ (58,262) |
Share-Based Payment Arrangeme_7
Share-Based Payment Arrangements Share-Based Compensation Expense for Restricted Stock Awards (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 32,280 | $ 64,672 |
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 | $ 23,031 | $ (49,289) |
Share-Based Payment Arrangeme_8
Share-Based Payment Arrangements Restricted Stock Activity (Details) | 12 Months Ended |
Dec. 31, 2019shares | |
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 | 1,000 |
Granted | 1,251,154 |
Vested | (29,807) |
Forfeited | (75,345) |
Number of Restricted Stock Awards/Units Non-Vested, Ending | 1,147,002 |
Share-Based Payment Arrangeme_9
Share-Based Payment Arrangements Fair Value Assumptions (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Expected volatility Minimum | 46.10% |
Expected volatility Maximum | 42.20% |
Risk-free interest rate | 2.50% |
Expected term (years) | 5 years |
Share-Based Payment Arrangem_10
Share-Based Payment Arrangements (Details Narrative) - USD ($) | Jun. 22, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options contractual term (maximum) | 10 years | ||
Share-based compensation expense | $ 32,280 | $ 64,672 | |
Weighted average fair value of share-based payments granted (in dollars per share) | $ 0.50 | ||
Total unrecognized compensation costs | $ 600,000 | ||
Weighted-average period of recognition for unrecognized compensation cost | 2 years 6 months | ||
Common stock reserved for issuance upon the exercise of stock options, restricted stock and restricted stock units | 1,453,725 | ||
FalconStor Software, Inc., 2018 Incentive Stock Plan Member | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total shares available for issuance | 1,471,997 | 296,188 | |
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) | 1,471,997 | ||
Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total intrinsic value of restricted stock for which the restrictions lapsed | $ 485,519 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 1,754,189 |
2021 | 639,526 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total minimum lease payments | $ 2,393,715 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) | Apr. 05, 2018 | Aug. 14, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Total rent expense for operating leases | $ 800,000 | $ 1,100,000 | ||
Length of warranty of software products (no more than) | 90 days | |||
Deferred tax liabilities, net | $ 432,520 | $ 297,890 | ||
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 | |||
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 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 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Foreign Currency Cash Flow Hedge Derivative at Fair Value, Net | $ 0 | $ 0 |
Interest and other income (loss) | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss on derivative | (14,282) | (52,248) |
Recurring | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instruments | $ 483,804 | $ 498,086 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Restructuring Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Reserve [Roll Forward] | ||
Provisions/Additions | $ 1,104,318 | $ 1,261,578 |
Restructuring Plan, 2013 And 2017 [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 914,808 | 648,399 |
Provisions/Additions | 1,261,578 | |
Utilized/Paid | (995,169) | |
Ending Balance | 914,808 | |
Restructuring Plan, 2013, 2017 and 2019 (1) [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Provisions/Additions | 1,104,318 | |
Utilized/Paid | (1,487,834) | |
Ending Balance | 531,292 | |
Severance related costs | Restructuring Plan, 2013 And 2017 [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 461,361 | 648,399 |
Provisions/Additions | (173,265) | |
Utilized/Paid | (13,773) | |
Ending Balance | 461,361 | |
Severance related costs | Restructuring Costs Under 2019 Plan [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Provisions/Additions | 245,910 | |
Severance related costs | Restructuring Plan, 2013, 2017 and 2019 (1) [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Utilized/Paid | (413,472) | |
Ending Balance | 293,799 | |
Facility and other costs | Restructuring Plan, 2013 And 2017 [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 0 | |
Facility and other costs | Restructuring Plan, 2017 [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 453,447 | |
Provisions/Additions | 858,408 | 1,434,843 |
Utilized/Paid | (1,074,362) | (981,396) |
Ending Balance | $ 237,493 | $ 453,447 |
Restructuring Costs (Details Na
Restructuring Costs (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013employee | Sep. 30, 2019position | Dec. 31, 2019USD ($)employee | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring plan, number of positions eliminated | employee | 23 | ||||
Entity Number of Employees | 86 | ||||
Restructuring costs | $ 1,104,318 | $ 1,261,578 | |||
Restructuring Costs Under 2019 Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring plan, number of positions eliminated | position | 23 | ||||
Restructuring Costs Under the 2013 Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring plan, number of positions eliminated | employee | 100 | ||||
Restructuring Plan, 2013 And 2017 [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 1,261,578 | ||||
Restructuring Reserve | 914,808 | $ 648,399 | |||
Severance related costs | Restructuring Costs Under 2019 Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 245,910 | ||||
Severance related costs | Restructuring Costs Under the 2013 Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected cost remaining | 300,000 | ||||
Severance related costs | Restructuring Plan, 2013 And 2017 [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | (173,265) | ||||
Restructuring Reserve | 461,361 | 648,399 | |||
Facility Related Costs [Member] | Restructuring Plan, 2017 [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 858,408 | 1,434,843 | |||
Restructuring Reserve | $ 237,493 | $ 453,447 | |||
Facility Related Costs [Member] | Restructuring Plan, 2013 And 2017 [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | $ 0 |
Employee Benefit Plans Pension
Employee Benefit Plans Pension Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Accumulated benefit obligation | $ 170,879 | $ 165,031 |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Projected benefit obligation at beginning of year | 174,261 | 231,618 |
Interest cost | 1,469 | 2,509 |
Actuarial gain | 389 | 10,248 |
Benefits paid | 0 | (64,016) |
Service cost | 0 | 0 |
Currency translation | 4,032 | (6,098) |
Projected benefit obligation at end of year | 180,151 | 174,261 |
Changes in plan assets: | ||
Fair value of plan assets at beginning of year | 134,351 | 190,950 |
Actual return on plan assets | 8,069 | 7,161 |
Benefits paid | 0 | (64,016) |
Employer contributions | 4,041 | 5,148 |
Currency translation | 3,442 | (4,892) |
Fair value of plan assets at end of year | 149,903 | 134,351 |
Funded status | $ (30,248) | $ (39,910) |
Employee Benefit Plans Componen
Employee Benefit Plans Components of Net Periodic Pension Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Components of net periodic pension cost: | ||
Interest cost | $ 1,469 | $ 2,509 |
Expected return on plan assets | (1,133) | (2,068) |
Amortization of net (gain) loss | (581) | 5,008 |
Service cost | 0 | 0 |
Net periodic pension cost | $ (245) | $ 5,449 |
Employee Benefit Plans Assumpti
Employee Benefit Plans Assumptions in Computing Benefit Obligation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Discount rate | 0.66% | 0.85% |
Rate of increase in compensation levels | 1.00% | 1.00% |
Expected long-term rate of return on plan assets | 0.66% | 0.85% |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Total amount recognized in other comprehensive loss related to pension plan | $ 6,763 | $ 4,706 |
Benefit payments expected over the next twelve months | 116,000 | |
Benefit payments expected to be paid | 0 | |
Postretirement Benefit Plan | UNITED STATES | ||
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 | $ 4,000 | 5,000 |
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 | 33,566 | 26,802 |
Unrecognized transition obligation included in accumulated other comprehensive income | 0 | 0 |
Unrecognized actuarial (gain) loss included in accumulated other comprehensive income | 33,566 | 26,802 |
Actuarial loss recognized | 6,763 | |
Recognition of transition obligations in other comprehensive income as a component of net periodic pension cost | 0 | |
Transition obligation expected to be recognized in net periodic pension cost | 0 | |
Actuarial gain (loss) expected to be recognized in net periodic pension cost | 1,005 | |
Accumulated Other Comprehensive Loss, Net | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total amount recognized in other comprehensive loss related to pension plan | $ 6,763 | $ 4,706 |
Segment Reporting and Concent_3
Segment Reporting and Concentrations Revenues and Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | ||
Total revenue | $ 16,543,571 | $ 17,837,906 |
Long-lived assets: | ||
Total long-lived assets | 7,862,529 | 6,745,673 |
Americas | ||
Revenues: | ||
Total revenue | 4,299,840 | 3,997,620 |
Long-lived assets: | ||
Total long-lived assets | 6,811,578 | 5,852,995 |
Asia Pacific | ||
Revenues: | ||
Total revenue | 6,212,275 | 6,867,306 |
Long-lived assets: | ||
Total long-lived assets | 860,023 | 736,970 |
Europe, Middle East, Africa and Other | ||
Revenues: | ||
Total revenue | 6,031,456 | 6,972,980 |
Long-lived assets: | ||
Total long-lived assets | $ 190,928 | $ 155,708 |
Segment Reporting and Concent_4
Segment Reporting and Concentrations (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019Integercustomer | Dec. 31, 2018Integer | |
Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Number of Customers Accounting for More than 10 Percent of Revenue | 2 | 0 |
Accounts receivable | ||
Concentration Risk [Line Items] | ||
Number Of Customers With AR Balance More Than 10% | 1 | 1 |
Valuation and Qualifying Acco_3
Valuation and Qualifying Accounts Allowance for Returns and Doubtful Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at Beginning of Period | $ 162,112 | $ 354,542 |
Charges (Benefits) to Revenue | 148,624 | (23,080) |
(Increases) Deductions | 94,583 | 169,350 |
Balance at End of Period | $ 216,153 | $ 162,112 |
Related Party Transactions Rela
Related Party Transactions Related Party Transactions (Detail Narrative) - USD ($) | Dec. 27, 2019 | Oct. 09, 2018 | Feb. 23, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 17, 2017 | Sep. 16, 2013 |
Related Party Transaction [Line Items] | |||||||
Series A redeemable convertible preferred stock, shares issued | 900,000 | 900,000 | |||||
Class Of Warrant Of Right, Warrants Cancelled | 623,920 | ||||||
Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 40,519 | ||||||
HCP-FVA, LLC [Member] | 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 [Member] | Commitment Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants issued (in shares) | 30,000,000 | ||||||
HCP-FVA, LLC [Member] | 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 | ||||||
HCP-FVA, LLC [Member] | 2019 Term Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Lines of Credit | $ 620,000 | ||||||
ESW [Member] | 2019 Term Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Lines of Credit | 378,439 | ||||||
New Investors [Member] | Financing Of Units [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from issuance of long-term debt | 1,000,000 | $ 1,000,000 | |||||
Debt Instrument, Portion Of Debt Sold To New Lender | $ 520,000 | ||||||
Various Lenders [Member] | 2019 Term Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Total loan commitment amount available | 2,500,000 | ||||||
Proceeds from Lines of Credit | $ 1,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | ||||||
Michael Kelly [Member] | 2019 Term Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Lines of Credit | $ 1,561 | ||||||
Initial Backstop Warrant | HCP-FVA, LLC [Member] | Finance Commitment Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from warrants | 3,000,000 | ||||||
Initial Backstop Warrant | HCP-FVA, LLC [Member] | Loan and Security Agreement Short-term Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants issued (in shares) | 138,591 | ||||||
Proceeds from warrants | $ 2,500,000 | ||||||
Additional Backstop Warrant | HCP-FVA, LLC [Member] | Loan and Security Agreement Short-term Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants issued (in shares) | 415,774 | ||||||
Financing Warrants | HCP-FVA, LLC [Member] | Commitment Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class Of Warrant Of Right, Warrants Cancelled | 636,109 | ||||||
Financing Warrants | HCP-FVA, LLC [Member] | Loan and Security Agreement Short-term Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants issued (in shares) | 3,669,900 | ||||||
Financing Warrants | HCP-FVA, LLC [Member] | Financing Of Units [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 3,033,791 | ||||||
Financing Warrants | New Investors [Member] | Financing Of Units [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 1,859,420 | ||||||
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 |