Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 28, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 0-23970 | ||
Entity Registrant Name | FALCONSTOR SOFTWARE, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 77-0216135 | ||
Entity Address, Address Line One | 701 Brazos Street, Suite 400 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78701 | ||
City Area Code | 631 | ||
Local Phone Number | 777-5188 | ||
Title of 12(g) Security | Common Stock, $0.001 par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Documents Incorporated by Reference | The information required by Part III of Form 10-K will be incorporated by reference to certain portions of a definitive proxy statement which is expected to be filed by the Company pursuant to Regulation 14A within 120 days after the close of its fiscal year. | ||
Entity Central Index Key | 0000922521 | ||
Amendment Flag | false | ||
Entity Public Float | $ 1,526,052 | ||
Entity Common Stock, Shares Outstanding | 5,949,463 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,920,656 | $ 1,475,166 |
Accounts receivable, net of allowances | 2,836,571 | 3,406,550 |
Prepaid expenses and other current assets | 1,837,596 | 2,252,372 |
Inventory | 15,275 | 30,014 |
Contract assets | 254,483 | 749,515 |
Total current assets | 6,864,581 | 7,913,617 |
Property and equipment, net of accumulated depreciation and amortization | 197,020 | 369,273 |
Operating lease right-of-use assets, net | 536,272 | 1,842,254 |
Deferred tax assets | 330,552 | 258,841 |
Software development costs, net | 19,278 | 27,012 |
Other assets | 863,964 | 829,335 |
Goodwill | 4,150,339 | 4,150,339 |
Other intangible assets, net | 100,134 | 57,718 |
Long-term contract assets | 343,934 | 327,757 |
Total assets | 13,406,074 | 15,776,146 |
Current liabilities: | ||
Accounts payable | 453,791 | 1,302,290 |
Accrued expenses | 2,293,765 | 2,533,824 |
Current portion of operating lease liabilities | 665,074 | 1,655,522 |
Short-term loan, net of debt issuance costs and discounts | 3,320,863 | 947,501 |
Deferred revenue, net | 4,603,270 | 5,270,190 |
Total current liabilities | 11,336,763 | 11,709,327 |
Liabilities, Noncurrent [Abstract] | ||
Other long-term liabilities | 703,889 | 745,254 |
Notes payable, net of debt issuance costs and discounts | 754,000 | 2,906,133 |
Operating lease liabilities, less current portion | 0 | 624,859 |
Deferred tax liabilities | 513,027 | 432,520 |
Deferred revenue | 1,765,859 | 2,085,080 |
Total liabilities | 15,073,538 | 18,503,173 |
Commitments and contingencies (Note 11) | ||
Series A redeemable convertible preferred stock, $0.001 par value, 2,000,000 shares authorized, 900,000 shares issued and outstanding, redemption value of $13,346,577 and $12,262,685, respectively | 12,940,722 | 11,304,279 |
Stockholders' equity: | ||
Common stock - $0.001 par value, 30,000,000 shares authorized, 5,949,463 and 5,918,733 shares issued and outstanding, respectively | 5,949 | 5,919 |
Additional paid-in capital | 110,107,170 | 111,727,888 |
Accumulated deficit | (122,733,344) | (123,871,853) |
Accumulated other comprehensive loss, net | (1,987,961) | (1,893,260) |
Total stockholders' deficit | (14,608,186) | (14,031,306) |
Total liabilities and stockholders' deficit | $ 13,406,074 | $ 15,776,146 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
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 | $ 13,346,577 | $ 12,262,685 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 5,949,463 | 5,918,733 |
Common stock, shares outstanding | 5,949,463 | 5,918,733 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 14,768,693 | $ 16,543,571 |
Total cost of revenue | 1,827,478 | 2,912,987 |
Gross profit | 12,941,215 | 13,630,584 |
Operating expenses: | ||
Research and development costs | 2,467,783 | 3,208,921 |
Selling and marketing | 4,601,228 | 4,337,054 |
General and administrative | 3,022,350 | 5,635,273 |
Restructuring costs | 1,032,826 | 1,104,318 |
Total operating expenses | 11,124,187 | 14,285,566 |
Operating income (loss) | 1,817,028 | (654,982) |
Interest and other expense | (692,838) | (604,647) |
Income (loss) before income taxes | 1,124,190 | (1,259,629) |
Income tax expense (benefit) | (14,319) | 492,325 |
Net income (loss) | 1,138,509 | (1,751,954) |
Less: Accrual of Series A redeemable convertible preferred stock dividends | 1,083,892 | 1,157,762 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 552,551 | 389,811 |
Net income (loss) attributable to common stockholders | $ (497,934) | $ (3,299,527) |
Earnings per share | ||
Basic net income (loss) per share attributable to common stockholders | $ (0.08) | $ (0.56) |
Diluted net income (loss) per share attributable to common stockholders | $ (0.08) | $ (0.56) |
Weighted average basic shares outstanding | 5,920,517 | 5,900,621 |
Weighted average diluted shares outstanding | 5,920,517 | 5,900,621 |
Product | ||
Total revenue | $ 7,097,695 | $ 6,767,595 |
Total cost of revenue | 297,555 | 721,122 |
Support and service | ||
Total revenue | 7,670,998 | 9,775,976 |
Total cost of revenue | $ 1,529,923 | $ 2,191,865 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 1,138,509 | $ (1,751,954) |
Other comprehensive income (loss), net of applicable taxes: | ||
Foreign currency translation | (68,854) | (4,921) |
Net minimum pension liability | (25,847) | 6,763 |
Total other comprehensive income (loss), net of applicable taxes | (94,701) | 1,842 |
Total comprehensive income (loss) | 1,043,808 | (1,750,112) |
Less: Accrual of Series A redeemable convertible preferred stock dividends | 1,083,892 | 1,157,762 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 552,551 | 389,811 |
Total comprehensive income (loss) attributable to common stockholders | $ (592,635) | $ (3,297,685) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss, Net |
Common stock, shares outstanding, beginning at Dec. 31, 2018 | 5,872,552 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Restricted stock issued (shares) | 31,000 | ||||
Warrants exercised (shares) | 15,181 | ||||
Common stock, shares outstanding, ending at Dec. 31, 2019 | 5,918,733 | 5,918,733 | |||
Beginning Balance, amount at Dec. 31, 2018 | $ (10,765,901) | $ 5,873 | $ 113,243,227 | $ (122,119,899) | $ (1,895,102) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (1,751,954) | (1,751,954) | |||
Restricted stock issued | 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) | |||
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) | (1,893,260) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Restricted stock issued (shares) | 30,730 | ||||
Common stock, shares outstanding, ending at Dec. 31, 2020 | 5,949,463 | 5,949,463 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 1,138,509 | 1,138,509 | |||
Restricted stock issued | 0 | $ 30 | (30) | ||
Share-based compensation | 15,755 | 15,755 | |||
Accretion of Series A redeemable convertible preferred stock | (552,551) | (552,551) | |||
Dividends on Series A redeemable convertible preferred stock | (1,083,892) | (1,083,892) | |||
Foreign currency translation | (68,854) | (68,854) | |||
Net minimum pension liability | (25,847) | (25,847) | |||
Ending Balance, amount at Dec. 31, 2020 | $ (14,608,186) | $ 5,949 | $ 110,107,170 | $ (122,733,344) | $ (1,987,961) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,138,509 | $ (1,751,954) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 224,518 | 399,798 |
Share-based payment compensation | 15,755 | 32,280 |
Provision for returns and doubtful accounts | 4,464 | 148,624 |
Amortization of debt discount on notes payable | 467,229 | 273,521 |
Amortization of right of use assets | 1,305,982 | 1,049,479 |
Deferred income tax provision | 8,820 | 412,445 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 577,259 | 54,857 |
Prepaid expenses and other current assets | 353,689 | (337,712) |
Contract assets | 478,855 | 76,549 |
Inventory | 15,889 | (14,305) |
Other assets | (389) | 1,403 |
Accounts payable | (911,352) | 730,324 |
Accrued expenses and other long-term liabilities | (339,399) | (413,998) |
Deferred revenue | (1,018,459) | (1,238,212) |
Operating lease liabilities | (1,615,307) | (1,322,976) |
Net cash provided by (used in) operating activities | 706,063 | (1,899,877) |
Cash flows from investing activities: | ||
Purchases of property and equipment | 0 | (171,680) |
Security deposits | 51,734 | 84,678 |
Purchase of intangible assets | (80,810) | (55,862) |
Net cash provided by (used in) investing activities | (29,076) | (142,864) |
Cash flows from financing activities: | ||
Proceeds from issuance of short-term debt, net of issuance costs | 0 | 944,607 |
Proceeds from issuance PPP Loan | 754,000 | 0 |
Payments of long term-debt | (1,000,000) | (489,321) |
Net cash provided by (used in) financing activities | (246,000) | 455,286 |
Effect of exchange rate changes on cash and cash equivalents | 14,503 | 2,944 |
Net increase (decrease) in cash and cash equivalents | 445,490 | (1,584,511) |
Cash and cash equivalents, beginning of year | 1,475,166 | 3,059,677 |
Cash and cash equivalents, end of year | 1,920,656 | 1,475,166 |
Supplemental Disclosures: | ||
Cash paid for interest | 291,821 | 237,176 |
Cash paid for income taxes, net | 0 | 0 |
Non-cash financing activities: | ||
Undistributed Series A redeemable convertible preferred stock dividends | 1,083,892 | 1,157,762 |
Accretion of Series A redeemable convertible preferred stock | $ 552,551 | $ 389,811 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 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, 2020, we had a working capital deficiency of $4.5 million, which is inclusive of current deferred revenue of $4.6 million, and a stockholders' deficit of $14.6 million. During the year ended December 31, 2020, while we had net income of $1.1 million and positive cash flow from operations of $0.7 million. Our cash and cash equivalents at December 31, 2020 was $1.9 million, an increase of $0.4 million as compared to December 31, 2019. On April 28, 2020, the Company entered into a loan with Peapack-Gladstone Bank in an aggregate principal amount of $754,000 (the "Loan"), pursuant to the Paycheck Protection Program (the "PPP") under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). The Company’s principal sources of liquidity at December 31, 2020 consisted of cash and future cash anticipated to be generated from operations. The Company generated positive net income and cash flows from operations during the year ended December 31, 2020. Although the Company reported negative working capital as of December 31, 2020, it was primarily due to notes payable and deferred revenue. The Company’s loan agreement with Hale Capital Partners and affiliated entities (“HCP”) mature in June 2021 and the Series A Convertible Preferred Stock, also held by HCP, is subject to redemption in July 2021. The Company intends to renegotiate with HCP, if necessary, and extend the maturity dates of the loan balances and the redemption date of the Series A Preferred Stock to at least April 1, 2022. The Company believes its current cash balances together with anticipated cash flows from operating activities, and its plans to extend the maturity of its borrowings and preferred stock will be sufficient to meet its working capital requirements for at least one year from the date the consolidated financial statements were available to be issued. (c) Impact of the COVID-19 Pandemic We are continuing to monitor the impact of COVID-19, on all aspects of our business. The outbreak of COVID-19 has caused and may continue to cause travel bans or disruptions, and in some cases, prohibitions of non-essential activities, disruption and shutdown of businesses and greater uncertainty in global financial markets. The impact of COVID-19 is fluid and uncertain, but it has caused and may continue to cause various negative effects, including an inability to meet with actual or potential customers, our end customers deciding to delay or abandon their planned purchases or failing to make payments, and delays or disruptions in our or our partners’ supply chains. As a result, we may experience extended sales cycles, our ability to close transactions with new and existing customers and partners may be negatively impacted, our ability to recognize revenue from software transactions we do close may be negatively impacted, our demand generation activities, and the efficiency and effect of those activities, may be negatively affected, and it has been and, until the COVID-19 outbreak is contained, will continue to be more difficult for us to forecast our operating results. These uncertainties have, and may continue to, put pressure on global economic conditions and overall IT spending and may cause our end customers to modify spending priorities or delay or abandon purchasing decisions, thereby lengthening sales cycles and potentially lowering prices for our solutions, and may make it difficult for us to forecast our sales and operating results and to make decisions about future investments, any of which could materially harm our business, operating results and financial condition. Further, our management team is focused on addressing the impacts of COVID-19 on our business, which has required and will continue to require, a large investment of their time and resources and may distract our management team or disrupt our 2021 operating plans. The extent to which COVID-19 ultimately impacts our results of operations, cash flow and financial position will depend on future developments, which are uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken by governments and authorities to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse impacts to our business as a result of its global economic impact, including as a result of any recession that may occur. (d) 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. (e) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("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. During the first quarter of 2018, the Company also had significant estimates in the determination of the fair value of Series A Redeemable Convertible Preferred Stock ("Series A Preferred Stock"), notes payable and warrants issued. 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. (f) 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, 2020 and 2019, 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. (g) 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. (h) 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, 2020 and 2019, accounts receivable, net of allowance for doubtful accounts, was $2.8 million and $3.4 million, respectively. Our allowance for doubtful accounts on accounts receivable was $0.2 million as of December 31, 2020 and 2019. As of December 31, 2020 and 2019, short and long-term contract assets, net of allowance for doubtful accounts, was $0.6 million and $1.1 million, respectively. Our allowance for doubtful accounts on contract assets as of December 31, 2020 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, 2020 and 2019 were $0.1 million and $0.0 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, 2020 Balance at December 31, 2019 $ 7,355,270 Deferral of revenue 13,773,421 Recognition of revenue (14,768,693) Change in reserves 9,131 Balance at December 31, 2020 $ 6,369,129 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 $6.4 million as of December 31, 2020, of which the Company expects to recognize approximately 72.3% of the revenue over the next 12 months and the remainder thereafter. Approximately $2.1 million of revenue is expected to be recognized from remaining performance obligations for unbilled support and services as of December 31, 2020. We expected to recognize revenue on approximately 36% 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. (i) Leases 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, 2020. Right of use assets $ 536,272 Lease liability obligations, current 665,074 Lease liability obligations, less current portion — Total lease liability obligations $ 665,074 Weighted-average remaining lease term 0.44 Weighted-average discount rate 5.95 % Our operating lease costs for the year ended December 31, 2020 were as follows: Years Ended December 31, 2020 2019 Components of lease expense: Operating lease cost 1,794,187 2,495,865 Sublease income (505,626) (623,776) Net lease cost $ 1,288,561 $ 1,872,089 During the year ended December 31, 2020, operating cash flows from operating leases was approximately $1.5 million. Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of December 31, are as follows: 2021 659,754 Total minimum lease payments 659,754 Less interest 5,320 Present value of lease liabilities 665,074 (j) 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. (k) 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, 2020 and 2019 and thus the Company determined there was no impairment of goodwill. As of December 31, 2020 and 2019, 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, 2020 and 2019 are as follows: December 31, 2020 December 31, 2019 Goodwill $ 4,150,339 $ 4,150,339 Other intangible assets: Gross carrying amount $ 4,027,912 $ 3,947,103 Accumulated amortization (3,927,778) (3,889,385) Net carrying amount $ 100,134 $ 57,718 For the years ended December 31, 2020 and 2019, amortization expense was $38,393 and $89,478, respectively. As of December 31, 2020, amortization expense for existing identifiable intangible assets is expected to be $56,747, $30,220 and $13,167 for the years ended December 31, 2021, 2022 and 2023, respectively. Such assets will be fully amortized at December 31, 2023. (l) 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, 2020 and 2019 are as follows: December 31, 2020 December 31, 2019 Software development costs: Gross carrying amount $ 2,950,132 $ 2,950,132 Accumulated amortization (2,930,854) (2,923,120) Software development costs, net $ 19,278 $ 27,012 During the years ended December 31, 2020 and 2019, the Company recorded $7,734 and $61,756, respectively, of amortization expense related to capitalized software costs. As of December 31, 2020, amortization expense for software development costs is expected to be $6,583, $6,583 and $6,112 for the years ended December 31, 2021, 2022 and 2023, respectively. Such assets will be fully amortized at December 31, 2023. (m) 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. (n) 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. (o) 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. (p) 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, 2020 and 2019, foreign currency transactional losses totaled approximately $7,963 and $158,148, respectively. (q) 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, 2020 and 2019: Year Ended December 31, 2020 2019 Stock options, warrants and restricted stock 1,395,993 1,263,009 Series A redeemable convertible preferred stock 87,815 87,815 Total anti-dilutive common stock equivalents 1,483,808 1,350,824 The following represents a reconciliation of the numerators and denominators of the basic and diluted EPS computation: Year Ended December 31, 2020 2019 Numerator: Net income (loss) $ 1,138,509 $ (1,751,954) Effects of Series A redeemable convertible preferred stock: Less: Accrual of Series A redeemable convertible preferred stock dividends 1,083,892 1,157,762 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 552,551 389,811 Net income (loss) attributable to common stockholders $ (497,934) $ (3,299,527) Denominator: Weighted average basic shares outstanding 5,920,517 5,900,621 Weighted average diluted shares outstanding 5,920,517 5,900,621 EPS: Basic net income (loss) per share attributable to common stockholders $ (0.08) $ (0.56) Diluted net income (loss) per share attributable to common stockholders $ (0.08) $ (0.56) (r) Investments As of December 31, 2020 and 2019, the Company did not have any cost-method investments. (s) 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following: December 31, 2020 December 31, 2019 Computer hardware and software $ 16,456,790 $ 16,418,916 Furniture and equipment 604,300 601,928 Leasehold improvements 1,730,751 1,715,041 Property and equipment, gross 18,791,841 18,735,885 Less accumulated depreciation and amortization (18,594,821) (18,366,612) Property and equipment, net $ 197,020 $ 369,273 During the years ended December 31, 2020 and December 31, 2019, the Company did not write off fixed assets or related accumulated depreciation. Depreciation and amortization expense was $178,391 and $248,564 in 2020 and 2019, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, 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, 2020 and 2019. • Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. At December 31, 2020 and 2019, 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, 2020 or 2019. 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, 2020: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets Significant other Significant Derivative liabilities: Derivative Instruments 472,851 — — 472,851 Total derivative liabilities 472,851 — — 472,851 Total assets and liabilities measured at fair value $ 472,851 $ — $ — $ 472,851 The derivative liabilities above are classified as other long-term liabilities in the December 31, 2020 consolidated balance sheet. 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 Significant other Significant 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 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, 2020 and 2019: Fair Value Measurements Using December 31, 2020 December 31, 2019 Beginning Balance $ 483,804 $ 498,086 Total (earnings) loss recognized in earnings (10,953) (14,282) Ending Balance $ 472,851 $ 483,804 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, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure | Accrued Expenses Accrued expenses are comprised of the following: December 31, 2020 December 31, 2019 Accrued compensation $ 100,102 $ 141,233 Accrued consulting and professional fees 1,403,445 1,603,914 Other accrued expenses — 48,784 Accrued taxes 550,774 446,094 Accrued restructuring costs 239,444 293,799 $ 2,293,765 $ 2,533,824 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Income (loss) before income taxes: Domestic income (loss) $ 923,144 $ (1,847,586) Foreign income (loss) 201,046 587,957 Total income (loss) before income taxes: 1,124,190 (1,259,629) Provision (benefit) for income taxes: Current: Federal $ (116,504) $ (116,504) State and local 10,928 (40,860) Foreign 82,437 237,244 (23,139) 79,880 Deferred: Federal $ 131,036 $ 121,898 State and local (6,209) 12,700 Foreign (116,007) 277,847 8,820 412,445 Total provision (benefit) for income taxes: $ (14,319) $ 492,325 During 2020 and 2019, the Company recorded a tax provision (benefit) of $(14,319) and $492,325, 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 Tax Cuts and Jobs Act, partially offset with the accrual of foreign withholding taxes as the Company is no longer permanently reinvesting its foreign earnings. The Coronavirus Aid, Relief, and Economic Security (CARES) Act, was enacted March 27, 2020. Among the business provisions, the CARES Act provided for various payroll tax incentives, changes to net operating loss carryback and carryforward rules, business interest expense limitation increases, and bonus depreciation on qualified improvement property. Additionally, the Consolidated Appropriations Act of 2021 was signed on December 27, 2020 which provided additional COVID relief provisions for businesses. The Company has evaluated the impact of both the Acts and has determined that any impact is not material to its financial statements. 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, 2020 2019 Deferred Tax Assets: Allowance for receivables $ 34,820 $ 52,439 Deferred revenue 352,087 383,920 Share-based compensation 23,647 25,127 Accrued expenses and other liabilities 331,497 232,777 Domestic net operating loss carryforwards 20,072,283 20,761,781 Foreign net operating loss carryforwards 187,114 187,328 Tax credit carryforwards 3,106,022 3,106,022 AMT tax credit carryforwards — 116,504 Capital loss carryforwards 34,254 32,109 Fixed assets 155,942 179,534 Interest expense carryforwards — 94,674 Lease liability 134,522 494,030 Intangibles 113,932 176,210 Sub-total 24,546,120 25,842,455 Valuation allowance (23,222,032) (23,613,642) Total Deferred Tax Assets 1,324,088 2,228,813 Deferred Tax Liabilities: Prepaid commissions and other (113,706) (134,618) Tax method changes (429,836) (913,496) Right of use asset (105,116) (387,740) Deferred state income tax (408,089) (470,545) Foreign withholding taxes (449,816) (496,093) Total Deferred Tax Liabilities (1,506,563) (2,402,492) Net Deferred Tax Liabilities $ (182,475) $ (173,679) As of each reporting date, the Company considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. In assessing the Company’s ability to recover its deferred tax assets, the Company evaluated whether it is more likely than not that some portion or the entire deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating losses can be utilized. The Company considered all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income. Based on these factors the Company determined that its U.S. deferred tax assets with the exception of its Minimum Tax Credit are not realizable on a more-likely-than-not basis and has recorded a full valuation allowance against such net deferred tax assets. The Company’s valuation allowance decreased by $0.4 million due to operations. As of December 31, 2020, the Company had approximately $86.4 million, of federal net operating loss carryforwards, of which $81.8 million are set to expire beginning in 2030, if not utilized, and the remaining $4.6 million of which can be carryforward indefinitely. As of December 31, 2020, 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, 2020 2019 Tax at Federal statutory rate $ 236,080 $ (264,522) Increase (reduction) in income taxes resulting from: State and local taxes 242,992 (675,527) Non-deductible expenses 5,702 9,100 GILTI — 208,632 Stock compensation — 6,236 Net effect of foreign operations (96,210) (10,012) Uncertain tax positions (1,706) (71,119) Change in valuation allowance (474,956) 1,188,639 Foreign withholding taxes 19,299 165,099 Other 54,480 (64,201) $ (14,319) $ 492,325 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, 2020, the Company has provided for additional foreign withholding taxes totaling approximately $0.4 million on approximately $4.3 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: 2020 2019 Balance at January 1, $ 81,400 $ 134,246 Increases to tax positions taken in prior years — — Expiration of statutes of limitation (5,894) (42,207) Translation — (10,639) Balance at December 31, $ 75,506 $ 81,400 At December 31, 2020, $110,846 including interest, if recognized, would reduce the Company’s annual effective tax rate. As of December 31, 2020, the Company had approximately $35,340 of accrued interest. The Company believes it is reasonably possible that $6,462 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 2017 through 2020 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, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossThe changes in Accumulated Other Comprehensive Loss, net of applicable tax, for December 31, 2020 are as follows: Foreign Net Total Accumulated other comprehensive income (loss) at December 31, 2019 $ (1,926,826) $ 33,566 $ (1,893,260) Other comprehensive income (loss) Other comprehensive income (loss) before reclassifications (68,854) (24,997) (93,851) Amounts reclassified from accumulated other comprehensive income — (850) (850) Total other comprehensive income (loss) (68,854) (25,847) (94,701) Accumulated other comprehensive income (loss) at December 31, 2020 $ (1,995,680) $ 7,719 $ (1,987,961) 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 (loss) (4,921) 6,763 1,842 Accumulated other comprehensive income (loss) at December 31, 2019 $ (1,926,826) $ 33,566 $ (1,893,260) For the year ended December 31, 2020 and 2019, 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, 2020 | |
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, 2020), 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 has paid a fixed amount of interest on such advance equal to 15% of the principal amount advanced. On September 27, 2020, the Company paid the 2019 Term Loan in full. 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 Accrued dividends 1,083,892 Accretion of preferred stock 552,551 Total Series A redeemable convertible preferred stock, net at December 31, 2020 $ 12,940,722 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 short-term debt 1,000,000 Discount and accretion of discount 273,521 Deferred issuance costs (55,393) Total notes payable, net at December 31, 2019 $ 3,853,634 Accretion of discount 467,229 Proceeds from issuance of the PPP loan 754,000 Repayment of short-term debt (1,000,000) Total notes payable, net at December 31, 2020 $ 4,074,863 The $4 million senior secured debt bears interest at prime plus 0.75% and matures on June 30, 2021. As of December 31, 2020, the Company was in compliance with the financial covenants contained in the Amended and Restated Term Loan Credit Agreement. Loan under the Paycheck Protection Program On April 28, 2020, the Company entered into the Loan with Peapack-Gladstone Bank in an aggregate principal amount of $754,000, pursuant to the PPP under the CARES Act. The Loan is evidenced by a promissory note (the “Note”) dated April 28, 2020. The Loan matures two years from the disbursement date and bears interest at a rate of 1.000% per annum, with the first six months of interest deferred. Principal and interest are payable monthly commencing six months after the disbursement date and may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. The Loan is subject to forgiveness to the extent proceeds are used for payroll costs, including payments required to continue group health care benefits, and certain rent, utility, and mortgage interest expenses (collectively, “Qualifying Expenses”), pursuant to the terms and limitations of the PPP. The Company has used a significant majority of the Loan amount for Qualifying Expenses. However, no assurance is provided that the Company will obtain forgiveness of the Loan in whole or in part. The Loan is included in notes payable, net of debt issuance costs and discounts in the accompanying condensed consolidated balance sheet.. |
Series A Redeemable Convertible
Series A Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
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 under the Company’s Amended and Restated Term Loan and Credit 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 9.99% of the Company’s currently outstanding shares of common stock. The Series A Preferred Stock dividends shall accrue whether or not the declaration or payment of such Series A Preferred Stock 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 Restated Certificate of Incorporation as amended or Amended and Restated 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, 2020 and December 31, 2019 the fair value of these derivative instruments was $472,851 and $483,804, respectively, and were included in "other long-term liabilities" within the consolidated balance sheets. The gain on the change in fair value of these derivative instruments for the twelve months ended December 31, 2020 and December 31, 2019 of $10,953 and $14,282, respectively, were included in “interest and other expense” 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 expense” within the consolidated statement of operations, for the twelve months ended December 31, 2020 and 2019, were as follows: Years Ended December 31, 2020 2019 Beginning Balance $ 483,804 $ 498,086 Total (gain) loss recognized in earnings (10,953) (14,282) Ending Balance $ 472,851 $ 483,804 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, a beneficial conversion feature and the fair value allocated to the embedded derivatives as discounts to the Series A Preferred Stock. These costs were being accreted to the Series A Preferred Stock using the effective interest method through the stated redemption date of August 5, 2017, which represents the earliest redemption date of the instrument. This accretion was accelerated as of December 31, 2016 due to the failure of the financial covenants and the redemption right of the holders at that time. In connection with the Commitment, Hale Capital Partners, LP, which was the sole holder of the Series A Preferred Stock, agreed to the Series A mandatory extension of the mandatory redemption right 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, 2020 and 2019, respectively. The following represents a reconciliation of net loss attributable to common stockholders for the twelve months ended December 31, 2020 and 2019, respectively: Years Ended December 31, 2020 2019 Net income (loss) $ 1,138,509 $ (1,751,954) Effects of Series A redeemable convertible preferred stock: Less: Accrual of Series A redeemable convertible preferred stock dividends 1,083,892 1,157,762 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 552,551 389,811 Net income (loss) attributable to common stockholders $ (497,934) $ (3,299,527) |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Stock Repurchase Activity During the year ended December 31, 2020 and December 31, 2019, the Company repurchased no shares of its common stock. As of December 31, 2020, 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, 2020 | |
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 of the Company's Board of Directors, subject to the consent of Hale Capital Partners, LP. The vesting terms shall be performance based and determined by the Committee, subject to the consent of Hale Capital Partners, LP, 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. 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, 2020: Name of Plan Shares Shares Available Shares FalconStor Software, Inc. 2018 Incentive Stock Plan 1,471,997 25,247 1,386,213 The following table summarizes the Company’s equity plans that have expired but that still have equity awards outstanding as of December 31, 2020: 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 — 5,930 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 2020 is as follows: Number of Weighted Weighted Aggregate Options Outstanding at December 31, 2019 10,445 $ 127.53 4.96 $ — Granted — $ — Exercised — $ — Forfeited — Expired (665) $ 331.50 Options Outstanding at December 31, 2020 9,780 $ 113.66 4.25 $ — Options Exercisable at December 31, 2020 9,780 $ 113.66 4.25 $ — Options Expected to Vest after December 31, 2020 — $ — 0.00 $ — Stock option exercises are fulfilled with new shares of common stock. 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, 2020 2019 Cost of revenue - Support and Service 496 2,250 Research and development costs 942 6,348 Selling and marketing 785 4,030 General and administrative 13,532 19,652 $ 15,755 $ 32,280 The Company did not recognize any tax benefits related to share-based compensation expense during the years ended December 31, 2020 and 2019. 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 units, which is included in the Company’s total share-based compensation expense for each respective year, is as follows: Years ended December 31, 2020 2019 Directors, officers and employees $ 15,756 $ 23,031 A summary of the Company’s restricted stock activity for 2020 is as follows: Number of Restricted Stock Awards Non-Vested at December 31, 2019 1,147,002 Granted 360,638 Vested (30,730) Forfeited (90,697) Non-Vested at December 31, 2020 1,386,213 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 $15,365 and $485,519 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, total unrecognized compensation costs for unvested restricted stock unit awards was $683,928, including $649,133 relating to performance-based awards. The performance condition for such awards was not deemed probable at grant dates or at December 31, 2020 and the cost related to such awards will begin to be recognized once the performance condition is deemed probable. The remaining amount of $34,795 is expected to be recognized over a weighted-average period of 2.4 years as of December 31, 2020. As of December 31, 2020, the Company had 1,421,240 shares of common stock reserved for issuance upon the exercise or vesting of stock options and restricted stock. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
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 occur in 2021. The following is a schedule of future minimum lease payments for all operating leases as of December 31, 2020: 2021 659,754 Thereafter — $ 659,754 These leases require the Company to pay its proportionate share of real estate taxes and other common charges. 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, 2020, 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, 2020, the Company did not fail any non-financial covenants related to the Company's Series A Preferred Stock. In connection with the appointment of Todd Brooks 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. Pursuant to the Brooks Agreement and the 2018 Plan, Mr. Brooks received 735,973 shares of restricted stock. 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. In connection with the appointment of Brad Wolfe as the Company's 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 that exceeds the prior quarter 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 2017 and 2019. In addition, as of December 31, 2020, our liability for uncertain tax positions totaled $111,142. 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, 2020 | |
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, 2020 and 2019, the Company had no foreign currency forward contracts outstanding. The Company did not utilize foreign currency forward contracts during the years ended December 31, 2020 and 2019. 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, 2020 and 2019, the fair value of these derivative instruments was $472,851 and $483,804, respectively, and were included in "other long-term liabilities" within the consolidated balance sheets. The gain on the change in fair value of these derivative instruments for 2020 of $10,953 and the gain on the change in fair value of these derivative instruments for 2019 of $14,282, were included in “interest and other loss, net” within the consolidated statement of operations. |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs 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, 2020, the Company incurred lease disposal-related costs for this property of $956,118. As of December 31, 2020, $75,466 of the Company's remaining accrued lease disposal cost has been recorded as a component of operating lease liabilities. The Company expects the remaining accrued severance-related costs of $239,444 as of December 31, 2020 to be paid once final settlement litigation is completed, which is expected to occur by December 31, 2021. In the third quarter of 2019, the Company adopted the 2019 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 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 March 31, 2020, the Company incurred $0.1 million in severance expense as a result of this action. The 2019 Plan was substantially completed at March 31, 2020. Given the commercial uncertainty caused by the novel coronavirus pandemic, or COVID-19, the Company developed and implemented an even more aggressive expense control plan in March 2020, that it is prepared to keep in place for the remainder of 2020 (the "2020 Plan"). The 2020 Plan reduced the Company's annual cash expense run rate by $4.0 million or 29%. The Company has furloughed 21 positions worldwide, and 20 of these positions were reinstated by the fourth quarter of 2020. During the nine months ended September 30, 2020, the Company has not yet incurred severance expense as a result of this action. The following table summarizes the activity during 2019 and 2020 related to restructuring liabilities recorded in connection with the 2017, 2019 and 2020 Plans: Severance related costs Facility and other costs Total 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 Provisions/Additions $ 76,708 $ 956,118 $ 1,032,826 Translation Adjustment 25,353 — 25,353 Utilized/Paid $ (156,416) $ (1,118,145) $ (1,274,561) Balance at December 31, 2020 $ 239,444 $ 75,466 $ 314,910 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, 2019 and 2020 Plans during the years ended December 31, 2020 and 2019 are included within “restructuring costs” in the accompanying consolidated statements of operations. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, 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, 2020 and 2019, the Company contributed approximately $2,000 and $4,000, 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, 2020 and 2019, $7,719 and $33,566, 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, 2020 and 2019, respectively, and unrecognized actuarial gains of $9,872 and $33,566 at December 31, 2020 and 2019, respectively. During 2020, the total amount recorded in other comprehensive (loss) income related to the pension plan was $(25,847) (net of tax), which consisted of an actuarial loss of $25,847 and the recognition of $0 of transition obligations recognized during 2020 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, 2021, is $0 and $18 respectively. Pension information for the years ended December 31, 2020 and 2019, is as follows: 2020 2019 Accumulated benefit obligation $ 65,188 $ 170,879 Changes in projected benefit obligation: Projected benefit obligation at beginning of year 180,151 174,261 Interest cost 1,207 1,469 Actuarial gain 28,834 389 Benefits paid (121,838) — Service cost — — Currency translation 7,157 4,032 Projected benefit obligation at end of year $ 95,511 $ 180,151 Changes in plan assets: Fair value of plan assets at beginning of year $ 149,903 $ 134,351 Actual return on plan assets 6,226 8,069 Benefits paid (121,838) — Employer contributions 2,012 4,041 Currency translation 4,173 3,442 Fair value of plan assets at end of year $ 40,476 $ 149,903 Funded status (55,035) (30,248) The underfunded status of the Company's defined benefit plan has been recorded as a component of other long-term liabilities as of December 31, 2020 and 2019. Components of net periodic pension cost: Interest cost $ 1,207 $ 1,469 Expected return on plan assets (1,005) (1,133) Amortization of net (gain) loss (1,052) (581) Service cost — — Net periodic pension (benefit) cost $ (850) $ (245) The Company makes contributions to the plan so that minimum contribution requirements, as determined by government regulations, are met. Company contributions of approximately $2,000 are expected to be made during 2021. Benefit payments of $78,000 are expected to be paid through 2030. The Company utilized the following assumptions in computing the benefit obligation at December 31, 2020 and 2019 as follows: Years ended December 31, 2020 2019 Discount rate 0.43 % 0.66 % Rate of increase in compensation levels 2.50 % 1.00 % Expected long-term rate of return on plan assets 0.43 % 0.66 % |
Segment Reporting and Concentra
Segment Reporting and Concentrations | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, and the location of long-lived assets as of December 31, 2020 and 2019, are summarized as follows: Years ended December 31, 2020 2019 Revenues: Americas $ 5,387,128 $ 4,299,840 Asia Pacific 3,655,011 6,212,275 Europe, Middle East, Africa and Other 5,726,554 6,031,456 Total Revenues $ 14,768,693 $ 16,543,571 December 31, 2020 2019 Long-lived assets: Americas $ 1,735,986 $ 2,603,521 Asia Pacific 502,344 860,023 Europe, Middle East, Africa and Other 52,690 190,928 Total long-lived assets $ 2,291,020 $ 3,654,472 For the year ended December 31, 2020, the Company had two customers that accounted for more than 10% of total revenue. For the year ended 2019, the Company had two customers that accounted for more than 10% of total revenue. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts Allowance for Returns and Doubtful Accounts | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 $ 216,153 4,464 69,282 $ 151,335 December 31, 2019 $ 162,112 148,624 94,583 $ 216,153 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, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure | Related Party Transactions 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 which required a fixed amount of interest on such advance equal to 15% of the principal amount advanced. On September 27, 2020, the Company paid the 2019 Term Loan in full. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company evaluated subsequent events through the date on which these financial statements were issued, to ensure appropriate recognition and/or disclosure of events that occurred subsequent to December 31, 2020. There were no events that required recognition, adjustment to or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | Liquidity As of December 31, 2020, we had a working capital deficiency of $4.5 million, which is inclusive of current deferred revenue of $4.6 million, and a stockholders' deficit of $14.6 million. During the year ended December 31, 2020, while we had net income of $1.1 million and positive cash flow from operations of $0.7 million. Our cash and cash equivalents at December 31, 2020 was $1.9 million, an increase of $0.4 million as compared to December 31, 2019. On April 28, 2020, the Company entered into a loan with Peapack-Gladstone Bank in an aggregate principal amount of $754,000 (the "Loan"), pursuant to the Paycheck Protection Program (the "PPP") under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). The Company’s principal sources of liquidity at December 31, 2020 consisted of cash and future cash anticipated to be generated from operations. The Company generated positive net income and cash flows from operations during the year ended December 31, 2020. Although the Company reported negative working capital as of December 31, 2020, it was primarily due to notes payable and deferred revenue. The Company’s loan agreement with Hale Capital Partners and affiliated entities (“HCP”) mature in June 2021 and the Series A Convertible Preferred Stock, also held by HCP, is subject to redemption in July 2021. The Company intends to renegotiate with HCP, if necessary, and extend the maturity dates of the loan balances and the redemption date of the Series A Preferred Stock to at least April 1, 2022. The Company believes its current cash balances together with anticipated cash flows from operating activities, and its plans to extend the maturity of its borrowings and preferred stock will be sufficient to meet its working capital requirements for at least one year from the date the consolidated financial statements were available to be issued. |
Impact of the COVID-19 Pandemic | Impact of the COVID-19 Pandemic We are continuing to monitor the impact of COVID-19, on all aspects of our business. The outbreak of COVID-19 has caused and may continue to cause travel bans or disruptions, and in some cases, prohibitions of non-essential activities, disruption and shutdown of businesses and greater uncertainty in global financial markets. The impact of COVID-19 is fluid and uncertain, but it has caused and may continue to cause various negative effects, including an inability to meet with actual or potential customers, our end customers deciding to delay or abandon their planned purchases or failing to make payments, and delays or disruptions in our or our partners’ supply chains. As a result, we may experience extended sales cycles, our ability to close transactions with new and existing customers and partners may be negatively impacted, our ability to recognize revenue from software transactions we do close may be negatively impacted, our demand generation activities, and the efficiency and effect of those activities, may be negatively affected, and it has been and, until the COVID-19 outbreak is contained, will continue to be more difficult for us to forecast our operating results. These uncertainties have, and may continue to, put pressure on global economic conditions and overall IT spending and may cause our end customers to modify spending priorities or delay or abandon purchasing decisions, thereby lengthening sales cycles and potentially lowering prices for our solutions, and may make it difficult for us to forecast our sales and operating results and to make decisions about future investments, any of which could materially harm our business, operating results and financial condition. Further, our management team is focused on addressing the impacts of COVID-19 on our business, which has required and will continue to require, a large investment of their time and resources and may distract our management team or disrupt our 2021 operating plans. The extent to which COVID-19 ultimately impacts our results of operations, cash flow and financial position will depend on future developments, which are uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken by governments and authorities to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the |
Principles of Consolidation | Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("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. During the first quarter of 2018, the Company also had significant estimates in the determination of the fair value of Series A Redeemable Convertible Preferred Stock ("Series A Preferred Stock"), notes payable and warrants issued. 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, 2020 and 2019, 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. See Note (12) Derivative Financial Instruments |
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, 2020 and 2019, accounts receivable, net of allowance for doubtful accounts, was $2.8 million and $3.4 million, respectively. Our allowance for doubtful accounts on accounts receivable was $0.2 million as of December 31, 2020 and 2019. As of December 31, 2020 and 2019, short and long-term contract assets, net of allowance for doubtful accounts, was $0.6 million and $1.1 million, respectively. Our allowance for doubtful accounts on contract assets as of December 31, 2020 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, 2020 and 2019 were $0.1 million and $0.0 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, 2020 Balance at December 31, 2019 $ 7,355,270 Deferral of revenue 13,773,421 Recognition of revenue (14,768,693) Change in reserves 9,131 Balance at December 31, 2020 $ 6,369,129 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 $6.4 million as of December 31, 2020, of which the Company expects to recognize approximately 72.3% of the revenue over the next 12 months and the remainder thereafter. Approximately $2.1 million of revenue is expected to be recognized from remaining performance obligations for unbilled support and services as of December 31, 2020. We expected to recognize revenue on approximately 36% 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 |
Leases | Leases 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, 2020. Right of use assets $ 536,272 Lease liability obligations, current 665,074 Lease liability obligations, less current portion — Total lease liability obligations $ 665,074 Weighted-average remaining lease term 0.44 Weighted-average discount rate 5.95 % Our operating lease costs for the year ended December 31, 2020 were as follows: Years Ended December 31, 2020 2019 Components of lease expense: Operating lease cost 1,794,187 2,495,865 Sublease income (505,626) (623,776) Net lease cost $ 1,288,561 $ 1,872,089 During the year ended December 31, 2020, operating cash flows from operating leases was approximately $1.5 million. Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of December 31, are as follows: 2021 659,754 Total minimum lease payments 659,754 Less interest 5,320 Present value of lease liabilities 665,074 |
Property and Equipment | Property and EquipmentProperty 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, 2020 and 2019 and thus the Company determined there was no impairment of goodwill. As of December 31, 2020 and 2019, 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 TechnologyIn 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 TaxesThe 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 AssetsThe 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 CurrencyAssets 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 |
Investments | InvestmentsAs of December 31, 2020 and 2019, the Company did not have any cost-method investments. |
Recently Issued Accounting Pronouncements | 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, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Deferred Revenue, by Arrangement, Disclosure | Changes in deferred revenue were as follows: Twelve Months Ended December 31, 2020 Balance at December 31, 2019 $ 7,355,270 Deferral of revenue 13,773,421 Recognition of revenue (14,768,693) Change in reserves 9,131 Balance at December 31, 2020 $ 6,369,129 |
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, 2020. Right of use assets $ 536,272 Lease liability obligations, current 665,074 Lease liability obligations, less current portion — Total lease liability obligations $ 665,074 Weighted-average remaining lease term 0.44 Weighted-average discount rate 5.95 % Our operating lease costs for the year ended December 31, 2020 were as follows: Years Ended December 31, 2020 2019 Components of lease expense: Operating lease cost 1,794,187 2,495,865 Sublease income (505,626) (623,776) Net lease cost $ 1,288,561 $ 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: 2021 659,754 Total minimum lease payments 659,754 Less interest 5,320 Present value of lease liabilities 665,074 |
Schedule of Intangible Assets and Goodwill | The gross carrying amount and accumulated amortization of goodwill and other intangible assets as of December 31, 2020 and 2019 are as follows: December 31, 2020 December 31, 2019 Goodwill $ 4,150,339 $ 4,150,339 Other intangible assets: Gross carrying amount $ 4,027,912 $ 3,947,103 Accumulated amortization (3,927,778) (3,889,385) Net carrying amount $ 100,134 $ 57,718 |
Summary of Software Development Costs | The gross carrying amount and accumulated amortization of software development costs as of December 31, 2020 and 2019 are as follows: December 31, 2020 December 31, 2019 Software development costs: Gross carrying amount $ 2,950,132 $ 2,950,132 Accumulated amortization (2,930,854) (2,923,120) Software development costs, net $ 19,278 $ 27,012 |
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, 2020 and 2019: Year Ended December 31, 2020 2019 Stock options, warrants and restricted stock 1,395,993 1,263,009 Series A redeemable convertible preferred stock 87,815 87,815 Total anti-dilutive common stock equivalents 1,483,808 1,350,824 |
Computation of Earnings Per Share | The following represents a reconciliation of the numerators and denominators of the basic and diluted EPS computation: Year Ended December 31, 2020 2019 Numerator: Net income (loss) $ 1,138,509 $ (1,751,954) Effects of Series A redeemable convertible preferred stock: Less: Accrual of Series A redeemable convertible preferred stock dividends 1,083,892 1,157,762 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 552,551 389,811 Net income (loss) attributable to common stockholders $ (497,934) $ (3,299,527) Denominator: Weighted average basic shares outstanding 5,920,517 5,900,621 Weighted average diluted shares outstanding 5,920,517 5,900,621 EPS: Basic net income (loss) per share attributable to common stockholders $ (0.08) $ (0.56) Diluted net income (loss) per share attributable to common stockholders $ (0.08) $ (0.56) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: December 31, 2020 December 31, 2019 Computer hardware and software $ 16,456,790 $ 16,418,916 Furniture and equipment 604,300 601,928 Leasehold improvements 1,730,751 1,715,041 Property and equipment, gross 18,791,841 18,735,885 Less accumulated depreciation and amortization (18,594,821) (18,366,612) Property and equipment, net $ 197,020 $ 369,273 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets Significant other Significant Derivative liabilities: Derivative Instruments 472,851 — — 472,851 Total derivative liabilities 472,851 — — 472,851 Total assets and liabilities measured at fair value $ 472,851 $ — $ — $ 472,851 The derivative liabilities above are classified as other long-term liabilities in the December 31, 2020 consolidated balance sheet. 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 Significant other Significant 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 |
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, 2020 and 2019: Fair Value Measurements Using December 31, 2020 December 31, 2019 Beginning Balance $ 483,804 $ 498,086 Total (earnings) loss recognized in earnings (10,953) (14,282) Ending Balance $ 472,851 $ 483,804 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, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are comprised of the following: December 31, 2020 December 31, 2019 Accrued compensation $ 100,102 $ 141,233 Accrued consulting and professional fees 1,403,445 1,603,914 Other accrued expenses — 48,784 Accrued taxes 550,774 446,094 Accrued restructuring costs 239,444 293,799 $ 2,293,765 $ 2,533,824 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Income (loss) before income taxes: Domestic income (loss) $ 923,144 $ (1,847,586) Foreign income (loss) 201,046 587,957 Total income (loss) before income taxes: 1,124,190 (1,259,629) Provision (benefit) for income taxes: Current: Federal $ (116,504) $ (116,504) State and local 10,928 (40,860) Foreign 82,437 237,244 (23,139) 79,880 Deferred: Federal $ 131,036 $ 121,898 State and local (6,209) 12,700 Foreign (116,007) 277,847 8,820 412,445 Total provision (benefit) for income taxes: $ (14,319) $ 492,325 |
Schedule of deferred tax assets and liabilities | December 31, 2020 2019 Deferred Tax Assets: Allowance for receivables $ 34,820 $ 52,439 Deferred revenue 352,087 383,920 Share-based compensation 23,647 25,127 Accrued expenses and other liabilities 331,497 232,777 Domestic net operating loss carryforwards 20,072,283 20,761,781 Foreign net operating loss carryforwards 187,114 187,328 Tax credit carryforwards 3,106,022 3,106,022 AMT tax credit carryforwards — 116,504 Capital loss carryforwards 34,254 32,109 Fixed assets 155,942 179,534 Interest expense carryforwards — 94,674 Lease liability 134,522 494,030 Intangibles 113,932 176,210 Sub-total 24,546,120 25,842,455 Valuation allowance (23,222,032) (23,613,642) Total Deferred Tax Assets 1,324,088 2,228,813 Deferred Tax Liabilities: Prepaid commissions and other (113,706) (134,618) Tax method changes (429,836) (913,496) Right of use asset (105,116) (387,740) Deferred state income tax (408,089) (470,545) Foreign withholding taxes (449,816) (496,093) Total Deferred Tax Liabilities (1,506,563) (2,402,492) Net Deferred Tax Liabilities $ (182,475) $ (173,679) |
Schedule of effective tax rate reconciliation | December 31, 2020 2019 Tax at Federal statutory rate $ 236,080 $ (264,522) Increase (reduction) in income taxes resulting from: State and local taxes 242,992 (675,527) Non-deductible expenses 5,702 9,100 GILTI — 208,632 Stock compensation — 6,236 Net effect of foreign operations (96,210) (10,012) Uncertain tax positions (1,706) (71,119) Change in valuation allowance (474,956) 1,188,639 Foreign withholding taxes 19,299 165,099 Other 54,480 (64,201) $ (14,319) $ 492,325 |
Schedule of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows: 2020 2019 Balance at January 1, $ 81,400 $ 134,246 Increases to tax positions taken in prior years — — Expiration of statutes of limitation (5,894) (42,207) Translation — (10,639) Balance at December 31, $ 75,506 $ 81,400 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in Accumulated Other Comprehensive Loss, net of applicable tax, for December 31, 2020 are as follows: Foreign Net Total Accumulated other comprehensive income (loss) at December 31, 2019 $ (1,926,826) $ 33,566 $ (1,893,260) Other comprehensive income (loss) Other comprehensive income (loss) before reclassifications (68,854) (24,997) (93,851) Amounts reclassified from accumulated other comprehensive income — (850) (850) Total other comprehensive income (loss) (68,854) (25,847) (94,701) Accumulated other comprehensive income (loss) at December 31, 2020 $ (1,995,680) $ 7,719 $ (1,987,961) 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 (loss) (4,921) 6,763 1,842 Accumulated other comprehensive income (loss) at December 31, 2019 $ (1,926,826) $ 33,566 $ (1,893,260) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Preferred Stock, Note Payable and Warrant Transaction | 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 Accrued dividends 1,083,892 Accretion of preferred stock 552,551 Total Series A redeemable convertible preferred stock, net at December 31, 2020 $ 12,940,722 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 short-term debt 1,000,000 Discount and accretion of discount 273,521 Deferred issuance costs (55,393) Total notes payable, net at December 31, 2019 $ 3,853,634 Accretion of discount 467,229 Proceeds from issuance of the PPP loan 754,000 Repayment of short-term debt (1,000,000) Total notes payable, net at December 31, 2020 $ 4,074,863 |
Series A Redeemable Convertib_2
Series A Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 expense” within the consolidated statement of operations, for the twelve months ended December 31, 2020 and 2019, were as follows: Years Ended December 31, 2020 2019 Beginning Balance $ 483,804 $ 498,086 Total (gain) loss recognized in earnings (10,953) (14,282) Ending Balance $ 472,851 $ 483,804 |
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, 2020 and 2019, respectively: Years Ended December 31, 2020 2019 Net income (loss) $ 1,138,509 $ (1,751,954) Effects of Series A redeemable convertible preferred stock: Less: Accrual of Series A redeemable convertible preferred stock dividends 1,083,892 1,157,762 Less: Accretion to redemption value of Series A redeemable convertible preferred stock 552,551 389,811 Net income (loss) attributable to common stockholders $ (497,934) $ (3,299,527) |
Share-Based Payment Arrangeme_2
Share-Based Payment Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Details of Stock Option Plan | 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, 2020: Name of Plan Shares Shares Available Shares FalconStor Software, Inc. 2018 Incentive Stock Plan 1,471,997 25,247 1,386,213 |
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, 2020: 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 — 5,930 |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity for 2020 is as follows: Number of Weighted Weighted Aggregate Options Outstanding at December 31, 2019 10,445 $ 127.53 4.96 $ — Granted — $ — Exercised — $ — Forfeited — Expired (665) $ 331.50 Options Outstanding at December 31, 2020 9,780 $ 113.66 4.25 $ — Options Exercisable at December 31, 2020 9,780 $ 113.66 4.25 $ — Options Expected to Vest after December 31, 2020 — $ — 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, 2020 2019 Cost of revenue - Support and Service 496 2,250 Research and development costs 942 6,348 Selling and marketing 785 4,030 General and administrative 13,532 19,652 $ 15,755 $ 32,280 |
Stock Based Compensation Expense - Restricted Stock | A summary of the total stock-based compensation expense related to 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, 2020 2019 Directors, officers and employees $ 15,756 $ 23,031 |
Schedule of Restricted Stock Units Activity | A summary of the Company’s restricted stock activity for 2020 is as follows: Number of Restricted Stock Awards Non-Vested at December 31, 2019 1,147,002 Granted 360,638 Vested (30,730) Forfeited (90,697) Non-Vested at December 31, 2020 1,386,213 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020: 2021 659,754 Thereafter — $ 659,754 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | Severance related costs Facility and other costs Total 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 Provisions/Additions $ 76,708 $ 956,118 $ 1,032,826 Translation Adjustment 25,353 — 25,353 Utilized/Paid $ (156,416) $ (1,118,145) $ (1,274,561) Balance at December 31, 2020 $ 239,444 $ 75,466 $ 314,910 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Funded Status | Pension information for the years ended December 31, 2020 and 2019, is as follows: 2020 2019 Accumulated benefit obligation $ 65,188 $ 170,879 Changes in projected benefit obligation: Projected benefit obligation at beginning of year 180,151 174,261 Interest cost 1,207 1,469 Actuarial gain 28,834 389 Benefits paid (121,838) — Service cost — — Currency translation 7,157 4,032 Projected benefit obligation at end of year $ 95,511 $ 180,151 Changes in plan assets: Fair value of plan assets at beginning of year $ 149,903 $ 134,351 Actual return on plan assets 6,226 8,069 Benefits paid (121,838) — Employer contributions 2,012 4,041 Currency translation 4,173 3,442 Fair value of plan assets at end of year $ 40,476 $ 149,903 Funded status (55,035) (30,248) |
Schedule of Pension Cost | Components of net periodic pension cost: Interest cost $ 1,207 $ 1,469 Expected return on plan assets (1,005) (1,133) Amortization of net (gain) loss (1,052) (581) Service cost — — Net periodic pension (benefit) cost $ (850) $ (245) |
Schedule of Assumptions Used in Computing Benefit Obligations | The Company utilized the following assumptions in computing the benefit obligation at December 31, 2020 and 2019 as follows: Years ended December 31, 2020 2019 Discount rate 0.43 % 0.66 % Rate of increase in compensation levels 2.50 % 1.00 % Expected long-term rate of return on plan assets 0.43 % 0.66 % |
Segment Reporting and Concent_2
Segment Reporting and Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, and the location of long-lived assets as of December 31, 2020 and 2019, are summarized as follows: Years ended December 31, 2020 2019 Revenues: Americas $ 5,387,128 $ 4,299,840 Asia Pacific 3,655,011 6,212,275 Europe, Middle East, Africa and Other 5,726,554 6,031,456 Total Revenues $ 14,768,693 $ 16,543,571 December 31, 2020 2019 Long-lived assets: Americas $ 1,735,986 $ 2,603,521 Asia Pacific 502,344 860,023 Europe, Middle East, Africa and Other 52,690 190,928 Total long-lived assets $ 2,291,020 $ 3,654,472 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts Allowance for Returns and Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 $ 216,153 4,464 69,282 $ 151,335 December 31, 2019 $ 162,112 148,624 94,583 $ 216,153 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Liquidity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Apr. 28, 2020 | |
Line of Credit Facility [Line Items] | |||
Working Capital Deficiency | $ 4,500,000 | ||
Deferred revenue, net | 4,603,270 | $ 5,270,190 | |
Stockholders' Equity Attributable to Parent | (14,608,186) | (14,031,306) | |
Net Income (Loss) Attributable to Parent | 1,138,509 | (1,751,954) | |
Net Cash Provided by (Used in) Operating Activities | 706,063 | (1,899,877) | |
Cash and Cash Equivalents, at Carrying Value | 1,920,656 | 1,475,166 | |
Cash, Period Increase (Decrease) | 400,000 | ||
Payroll Protection Program Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Proceeds from issuance of long-term debt | $ 754,000 | ||
Accumulated Deficit | |||
Line of Credit Facility [Line Items] | |||
Net Income (Loss) Attributable to Parent | $ 1,138,509 | $ (1,751,954) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Revenue Additional Details (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||
Accounts receivable, net of allowances | $ 2,836,571 | $ 3,406,550 |
Accounts receivable, allowance for doubtful accounts | 151,337 | 216,153 |
Short and long-term contracts, net of allowances | 600,000 | 1,100,000 |
Contract assets, allowance for doubtful accounts | 0 | |
Write-offs in the accounts receivable and contract allowance accounts | 100,000 | 0 |
Deferred Revenue | $ 6,369,129 | $ 7,355,270 |
Deferred revenue expected to be recognized over the next 12 months | 72.30% | |
Remaining performance obligation | $ 2,100,000 | |
Revenue from performance obligations expected to be recognized over next 12 months | 36.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Deferred Revenue Rollforward (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Deferred Revenue Rollforward [Abstract] | |
Deferred Revenue | $ 7,355,270 |
Deferred Revenue, Additions | 13,773,421 |
Deferred Revenue, Revenue Recognized | (14,768,693) |
Deferred Revenue, Increase (Decrease) In Reserves | 9,131 |
Deferred Revenue | $ 6,369,129 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Leases Right of Use Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Lease, Cost [Abstract] | ||
Right of use assets | $ 536,272 | |
Current portion of operating lease liabilities | 665,074 | $ 1,655,522 |
Operating lease liabilities, less current portion | 0 | $ 624,859 |
Operating Lease, Liability | $ 665,074 | |
Operating Lease, Weighted Average Remaining Lease Term | 5 months 8 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 5.95% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Leases Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,794,187 | $ 2,495,865 |
Sublease income | (505,626) | (623,776) |
Net lease cost | 1,288,561 | $ 1,872,089 |
Operating lease payments | $ 1,500,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies Significant Accounting Policies - Leases Schedule of Future Minimum Operating Lease Payments (Details) | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 659,754 |
Total minimum lease payments | 659,754 |
Less interest | 5,320 |
Present value of lease liabilities | $ 665,074 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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_11
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Impairment Loss | $ 0 | $ 0 |
Amortization of Intangible Assets | 38,393 | $ 89,478 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 56,747 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 30,220 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | $ 13,167 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets Table (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Goodwill | $ 4,150,339 | $ 4,150,339 |
Other intangible assets: | ||
Gross carrying amount | 4,027,912 | 3,947,103 |
Accumulated amortization | (3,927,778) | (3,889,385) |
Net carrying amount | $ 100,134 | $ 57,718 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Software Development Costs Table (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Gross carrying amount | $ 2,950,132 | $ 2,950,132 |
Accumulated amortization | (2,930,854) | (2,923,120) |
Accumulated amortization | $ 19,278 | $ 27,012 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Software Development Costs Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Software Development Costs Disclosure [Abstract] | ||
Capitalized Computer Software, Amortization | $ 7,734 | $ 61,756 |
Expected Future Amortization Expense for Software Development Costs, Next Twelve Months | 6,583 | |
Expected Future Amortization Expense for Software Development Costs, Year Two | 6,583 | |
Expected Future Amortization Expense for Software Development Costs Year Three | $ 6,112 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Foreign Currency (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Foreign Currency [Abstract] | ||
Foreign Currency Transaction Gain (Loss), Unrealized | $ (7,963) | $ (158,148) |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Earnings per Share Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock equivalents | 1,483,808 | 1,350,824 |
Stock options, warrants and restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common stock equivalents | 1,395,993 | 1,263,009 |
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_17
Summary of Significant Accounting Policies - Earnings per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||
Net income (loss) | $ 1,138,509 | $ (1,751,954) |
Preferred Stock Dividends and Other Adjustments [Abstract] | ||
Less: Accrual of Series A redeemable convertible preferred stock dividends | 1,083,892 | 1,157,762 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 552,551 | 389,811 |
Net income (loss) attributable to common stockholders | $ (497,934) | $ (3,299,527) |
Denominator: | ||
Weighted average basic shares outstanding | 5,920,517 | 5,900,621 |
Weighted average diluted shares outstanding | 5,920,517 | 5,900,621 |
EPS: | ||
Basic net income (loss) per share attributable to common stockholders | $ (0.08) | $ (0.56) |
Diluted net income (loss) per share attributable to common stockholders | $ (0.08) | $ (0.56) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Computer hardware and software | $ 16,456,790 | $ 16,418,916 |
Furniture and equipment | 604,300 | 601,928 |
Leasehold improvements | 1,730,751 | 1,715,041 |
Gross | 18,791,841 | 18,735,885 |
Less accumulated depreciation and amortization | (18,594,821) | (18,366,612) |
Net | $ 197,020 | $ 369,273 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 178,391 | $ 248,564 |
Write off of fixed assets | 0 | 0 |
Accumulated depreciation on disposals of property and equipment | $ 0 | $ 0 |
Fair Value Measurements Compone
Fair Value Measurements Components (Details) - Recurring - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative liabilities: | ||
Derivative instruments, fair value | $ 472,851 | $ 483,804 |
Total derivative liabilities measured at fair value | 472,851 | 483,804 |
Total assets and liabilities measured at fair value | 472,851 | 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 | 472,851 | 483,804 |
Total derivative liabilities measured at fair value | 472,851 | 483,804 |
Total assets and liabilities measured at fair value | $ 472,851 | $ 483,804 |
Fair Value Measurements Earning
Fair Value Measurements Earnings Recognition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 483,804 | $ 498,086 |
Total (earnings) loss recognized in earnings | (10,953) | (14,282) |
Ending Balance | $ 472,851 | $ 483,804 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 100,102 | $ 141,233 |
Accrued consulting and professional fees | 1,403,445 | 1,603,914 |
Other accrued expenses | 0 | 48,784 |
Accrued taxes | 550,774 | 446,094 |
Accrued restructuring costs | 239,444 | 293,799 |
Total accrued expenses | $ 2,293,765 | $ 2,533,824 |
Income Taxes Provision (Details
Income Taxes Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income (loss) before income taxes: | ||
Domestic income (loss) | $ 923,144 | $ (1,847,586) |
Foreign income | 201,046 | 587,957 |
Income (loss) before income taxes | 1,124,190 | (1,259,629) |
Provision (benefit) for income taxes: | ||
Federal | (116,504) | (116,504) |
State and local | 10,928 | (40,860) |
Foreign | 82,437 | 237,244 |
Total | (23,139) | 79,880 |
Deferred: | ||
Federal | 131,036 | 121,898 |
State and local | (6,209) | 12,700 |
Foreign | (116,007) | 277,847 |
Total | 8,820 | 412,445 |
Total provision (benefit) for income taxes | $ (14,319) | $ 492,325 |
Income Taxes Deferred Taxes (De
Income Taxes Deferred Taxes (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets: | ||
Allowance for receivables | $ 34,820 | $ 52,439 |
Deferred revenue | 352,087 | 383,920 |
Share-based compensation | 23,647 | 25,127 |
Accrued expenses and other liabilities | 331,497 | 232,777 |
Domestic net operating loss carryforwards | 20,072,283 | 20,761,781 |
Foreign net operating loss carryforwards | 187,114 | 187,328 |
Tax credit carryforwards | 3,106,022 | 3,106,022 |
AMT tax credit carryforwards | 0 | 116,504 |
Capital loss carryforwards | 34,254 | 32,109 |
Fixed assets | 155,942 | 179,534 |
Interest expense carryforwards | 0 | 94,674 |
Deferred Tax Assets Lease Liability | 134,522 | 494,030 |
Intangibles | 113,932 | 176,210 |
Sub-total | 24,546,120 | 25,842,455 |
Valuation allowance | (23,222,032) | (23,613,642) |
Total Deferred Tax Assets | 1,324,088 | 2,228,813 |
Deferred Tax Liabilities: | ||
Prepaid commissions and other | (113,706) | (134,618) |
Tax method changes | (429,836) | (913,496) |
Deferred Tax Liabilities, Leasing Arrangements | (105,116) | (387,740) |
Deferred state income tax | (408,089) | (470,545) |
Foreign withholding taxes | (449,816) | (496,093) |
Total Deferred Tax Liabilities | (1,506,563) | (2,402,492) |
Deferred Tax Liabilities, Net | $ (182,475) | $ (173,679) |
Income Taxes Reconciliation (De
Income Taxes Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax at Federal statutory rate | $ 236,080 | $ (264,522) |
Increase (reduction) in income taxes resulting from: | ||
State and local taxes | 242,992 | (675,527) |
Non-deductible expenses | 5,702 | 9,100 |
Effective Income Tax Rate Reconciliation Global Intangible Low Taxed Income | 0 | 208,632 |
Stock compensation | 0 | 6,236 |
Net effect of foreign operations | (96,210) | (10,012) |
Uncertain tax positions | (1,706) | (71,119) |
Change in valuation allowance | (474,956) | 1,188,639 |
Foreign withholding taxes | 19,299 | 165,099 |
Other | 54,480 | (64,201) |
Total provision (benefit) for income taxes | $ (14,319) | $ 492,325 |
Income Taxes Unrecognized Tax B
Income Taxes Unrecognized Tax Benefits Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at January 1, | $ 81,400 | $ 134,246 |
Increases to tax positions taken in prior years | 0 | 0 |
Expiration of statutes of limitation | (5,894) | (42,207) |
Translation | 0 | (10,639) |
Balance at December 31, | $ 75,506 | $ 81,400 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Provision (benefit) for income taxes | $ (14,319) | $ 492,325 |
Valuation allowance reduction due to Tax Act | 400,000 | |
Undistributed earnings of foreign subsidiaries | 4,300,000 | |
Withholding tax liability | 400,000 | |
Unrecognized tax benefits that would reduce effective tax rate | 110,846 | |
Accrued interest | 35,340 | |
Unrecognized tax benefits expected to reverse, net twelve months | 6,462 | |
Research tax credit carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | 3,100,000 | |
Domestic tax authority | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss carryforwards | 86,400,000 | |
To Expire Beginning 2030 [Member] | Domestic tax authority | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss carryforwards | 81,800,000 | |
Carried Forward Indefinitely [Member] | Domestic tax authority | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss carryforwards | $ 4,600,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | $ (1,893,260) | $ (1,895,102) |
Other comprehensive income (loss) | ||
Other comprehensive income (loss) before reclassifications | (93,851) | 2,087 |
Amounts reclassified from accumulated other comprehensive income (loss) | (850) | (245) |
Total other comprehensive income (loss) | (94,701) | 1,842 |
Accumulated other comprehensive (loss) income, ending balance | (1,987,961) | (1,893,260) |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | (1,926,826) | (1,921,905) |
Other comprehensive income (loss) | ||
Other comprehensive income (loss) before reclassifications | (68,854) | (4,921) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 |
Total other comprehensive income (loss) | (68,854) | (4,921) |
Accumulated other comprehensive (loss) income, ending balance | (1,995,680) | (1,926,826) |
Net Minimum Pension Liability | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Accumulated other comprehensive (loss) income, beginning balance | 33,566 | 26,803 |
Other comprehensive income (loss) | ||
Other comprehensive income (loss) before reclassifications | (24,997) | 7,008 |
Amounts reclassified from accumulated other comprehensive income (loss) | (850) | (245) |
Total other comprehensive income (loss) | (25,847) | 6,763 |
Accumulated other comprehensive (loss) income, ending balance | $ 7,719 | $ 33,566 |
Notes Payable and Stock Warra_2
Notes Payable and Stock Warrants - Initial Transaction As Recorded (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 23, 2018 |
Class of Stock [Line Items] | ||||
Notes payable, net | $ 4,074,863 | $ 3,853,634 | $ 3,124,827 | $ 2,457,249 |
Deemed Dividend | $ 1,083,892 | $ 1,157,762 | ||
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, 2020 | Dec. 31, 2019 | |
Preferred Stock Rollforward [Roll Forward] | ||||
Series A redeemable convertible preferred stock, redemption value | $ 12,262,685 | |||
Series A redeemable convertible preferred stock, redemption value | 13,346,577 | $ 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 | 11,304,279 | 9,756,706 |
Accrued dividends | 1,312,112 | 683,742 | 1,083,892 | 1,157,762 |
Discount | (1,602,428) | |||
Accretion of preferred stock | 363,280 | 552,551 | 389,811 | |
Series A redeemable convertible preferred stock, redemption value | $ 8,709,684 | $ 9,756,706 | $ 12,940,722 | $ 11,304,279 |
Notes Payable and Stock Warra_4
Notes Payable and Stock Warrants - Notes Payable Balance (Details) - USD ($) | Apr. 28, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | 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 | $ 3,853,634 | $ 3,124,827 | ||||
Revaluation of long-term debt | (447,008) | ||||||
Accretion of discount | 202,195 | 467,229 | 273,521 | ||||
Deferred issuance costs | (87,609) | (55,393) | |||||
Repayments of Long-term Debt | 1,000,000 | 489,321 | |||||
Total notes payable, net at December 31, 2018 | $ 3,124,827 | 4,074,863 | $ 3,853,634 | ||||
Paycheck Protection Program | |||||||
Movement In Notes Payable [Roll Forward] | |||||||
Proceeds from Notes Payable | $ 754,000 | ||||||
Medium-term Notes [Member] | |||||||
Movement In Notes Payable [Roll Forward] | |||||||
Repayments of Short-term Debt | $ 1,000,000 | ||||||
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 ($) | Apr. 28, 2020 | Dec. 27, 2019 | Oct. 09, 2018 | Apr. 23, 2018 | Feb. 23, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Nov. 17, 2017 | Sep. 16, 2013 |
Debt Instrument [Line Items] | ||||||||||
Series A redeemable convertible preferred stock, shares issued | 900,000 | 900,000 | ||||||||
Series A redeemable convertible preferred stock, shares outstanding | 900,000 | 900,000 | ||||||||
Stock Issued During Period, Value, New Issues | $ 0 | $ 489,321 | ||||||||
Paycheck Protection Program | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||||
Proceeds from Notes Payable | $ 754,000 | |||||||||
Long-term Debt, Term | 2 years | |||||||||
Note Payable, Interest Deferral Period | 6 months | |||||||||
Debt Instrument, Prepayment Penalties | $ 0 | |||||||||
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] | Various Lenders [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from Lines of Credit | $ 1,000,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | |||||||||
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 | |||||||||
Stock Issued During Period, Value, New Issues | $ 15 | |||||||||
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, 2020USD ($)Integershares | Dec. 31, 2019USD ($)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% | ||
Total (earnings) loss recognized in earnings | $ (10,953) | $ (14,282) | |
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 | 9.99% | ||
Recurring | |||
Class of Stock [Line Items] | |||
Total assets and liabilities measured at fair value | $ 472,851 | 483,804 | |
Derivative Instruments | $ 472,851 | $ 483,804 |
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, 2020 | Dec. 31, 2019 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning Balance | $ 483,804 | $ 498,086 |
Total (earnings) loss recognized in earnings | (10,953) | (14,282) |
Ending Balance | $ 472,851 | $ 483,804 |
Series A Redeemable Convertib_5
Series A Redeemable Convertible Preferred Stock Series A Redeemable Convertible Preferred Stock - Probability and Volatility Assumptions (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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% |
Series A Redeemable Convertib_6
Series A Redeemable Convertible Preferred Stock Series A Redeemable Convertible Preferred Stock Effect on Net Income (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Net income (loss) | $ 1,138,509 | $ (1,751,954) |
Less: Accrual of Series A redeemable convertible preferred stock dividends | 1,083,892 | 1,157,762 |
Less: Accretion to redemption value of Series A redeemable convertible preferred stock | 552,551 | 389,811 |
Net income (loss) attributable to common stockholders | $ (497,934) | $ (3,299,527) |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | 12 Months Ended |
Dec. 31, 2020shares | |
Equity [Abstract] | |
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, 2020 | Dec. 31, 2019 | Jun. 22, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding | 9,780 | 10,445 | |
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 | 25,247 | 1,471,997 | |
Options Outstanding | 1,386,213 |
Share-Based Payment Arrangeme_4
Share-Based Payment Arrangements Expired Plans with Awards Outstanding (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding | 9,780 | 10,445 |
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 | 5,930 |
Share-Based Payment Arrangeme_5
Share-Based Payment Arrangements Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Options Outstanding, Beginning | 10,445 | |
Number of Options, Granted | 0 | |
Number of Options, Exercised | 0 | |
Number of Options, Forfeited | 0 | |
Number of Options, Expired | (665) | |
Number of Options Outstanding, Ending | 9,780 | 10,445 |
Number of Options, Exercisable | 9,780 | |
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) | $ 127.53 | |
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) | ||
Weighted Average Exercise Price, Expired (in dollars per share) | 331.50 | |
Weighted Average Exercise Price, Outstanding, Ending (in dollars per share) | 113.66 | $ 127.53 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | 113.66 | |
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 3 months | 4 years 11 months 15 days |
Weighted Average Remaining Contractual Life (in years), Exercisable | 4 years 3 months | |
Weighted Average Remaining Contractual Life (in years), Expected to Vest after end of period | 0 years | |
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, 2020 | Dec. 31, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 15,755 | $ 32,280 |
Cost of revenue - Support and Service | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 496 | 2,250 |
Research and development costs | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 942 | 6,348 |
Selling and marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 785 | 4,030 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 13,532 | $ 19,652 |
Share-Based Payment Arrangeme_7
Share-Based Payment Arrangements Share-Based Compensation Expense for Restricted Stock Awards (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 15,755 | $ 32,280 |
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 | $ 15,756 | $ 23,031 |
Share-Based Payment Arrangeme_8
Share-Based Payment Arrangements Restricted Stock Activity (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
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 | 1,147,002 |
Granted | 360,638 |
Vested | (30,730) |
Forfeited | (90,697) |
Number of Restricted Stock Awards/Units Non-Vested, Ending | 1,386,213 |
Share-Based Payment Arrangeme_9
Share-Based Payment Arrangements (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jun. 22, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options contractual term (maximum) | 10 years | ||
Share-based compensation expense | $ 15,755 | $ 32,280 | |
Weighted-average period of recognition for unrecognized compensation cost | 2 years 4 months 24 days | ||
Common stock reserved for issuance upon the exercise of stock options, restricted stock and restricted stock units | 1,421,240 | ||
FalconStor Software, Inc., 2018 Incentive Stock Plan Member | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total shares available for issuance | 25,247 | 1,471,997 | |
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 | $ 15,365 | $ 485,519 | |
Total unrecognized compensation costs | 683,928 | ||
Performance-based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation costs | 649,133 | ||
RSUs, Excluding Performance-based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation costs | $ 34,795 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 659,754 |
Thereafter | 0 |
Total minimum lease payments | $ 659,754 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) | Apr. 05, 2018 | Aug. 14, 2017 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Length of warranty of software products (no more than) | 90 days | ||
Liability for Uncertainty in Income Taxes, Noncurrent | $ 111,142 | ||
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 | ||
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, 2020 | Dec. 31, 2019 | |
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 | (10,953) | (14,282) |
Recurring | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instruments | $ 472,851 | $ 483,804 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Restructuring Costs (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Roll Forward] | |||
Provisions/Additions | $ 1,032,826 | $ 1,104,318 | |
Restructuring Plan, 2013 And 2017 [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 914,808 | ||
Restructuring Plan, 2013, 2017 and 2019 (1) [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | $ 531,292 | 531,292 | |
Provisions/Additions | 1,032,826 | 1,104,318 | |
Restructuring Reserve, Foreign Currency Translation Gain (Loss) | 25,353 | ||
Utilized/Paid | (1,274,561) | (1,487,834) | |
Ending Balance | 314,910 | 531,292 | |
Severance related costs | Restructuring Plan, 2013 And 2017 [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 461,361 | ||
Severance related costs | Restructuring Costs Under 2019 Plan [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Provisions/Additions | 0.1 | 76,708 | 245,910 |
Restructuring Reserve, Foreign Currency Translation Gain (Loss) | 25,353 | ||
Severance related costs | Restructuring Plan, 2017 [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Ending Balance | 239,444 | ||
Severance related costs | Restructuring Plan, 2013, 2017 and 2019 (1) [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 293,799 | 293,799 | |
Utilized/Paid | (156,416) | (413,472) | |
Ending Balance | 239,444 | 293,799 | |
Facility and other costs | Restructuring Plan, 2017 [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | $ 237,493 | 237,493 | 453,447 |
Provisions/Additions | 956,118 | 858,408 | |
Restructuring Reserve, Foreign Currency Translation Gain (Loss) | 0 | ||
Utilized/Paid | (1,118,145) | (1,074,362) | |
Ending Balance | $ 75,466 | $ 237,493 |
Restructuring Costs (Details Na
Restructuring Costs (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($) | Sep. 30, 2020position | Dec. 31, 2020USD ($)position | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Entity Number of Employees | 86 | ||||
Restructuring costs | $ 1,032,826 | $ 1,104,318 | |||
Annual Expense Run Rate Reduction | $ 4,000,000 | ||||
Annual Expense Run Rate Reduction Percentage | 29.00% | ||||
Number of Positions Furloughed, COVID 19 | position | 21 | ||||
Number of Furloughed Positions Reinstated, COVID 19 | position | 20 | ||||
Restructuring Costs Under 2019 Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring plan, number of positions eliminated | position | 23 | ||||
Restructuring Plan, 2013 And 2017 [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | $ 914,808 | ||||
Severance related costs | Restructuring Costs Under 2019 Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 0.1 | $ 76,708 | 245,910 | ||
Severance related costs | Restructuring Plan, 2017 [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 239,444 | ||||
Severance related costs | Restructuring Plan, 2013 And 2017 [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 461,361 | ||||
Facility Related Costs [Member] | Restructuring Plan, 2017 [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 956,118 | 858,408 | |||
Restructuring Reserve | $ 75,466 | $ 237,493 | $ 453,447 |
Employee Benefit Plans Pension
Employee Benefit Plans Pension Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Accumulated benefit obligation | $ 65,188 | $ 170,879 |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Projected benefit obligation at beginning of year | 180,151 | 174,261 |
Interest cost | 1,207 | 1,469 |
Actuarial gain | 28,834 | 389 |
Benefits paid | (121,838) | 0 |
Service cost | 0 | 0 |
Currency translation | 7,157 | 4,032 |
Projected benefit obligation at end of year | 95,511 | 180,151 |
Changes in plan assets: | ||
Fair value of plan assets at beginning of year | 149,903 | 134,351 |
Actual return on plan assets | 6,226 | 8,069 |
Benefits paid | (121,838) | 0 |
Employer contributions | 2,012 | 4,041 |
Currency translation | 4,173 | 3,442 |
Fair value of plan assets at end of year | 40,476 | 149,903 |
Funded status | $ (55,035) | $ (30,248) |
Employee Benefit Plans Componen
Employee Benefit Plans Components of Net Periodic Pension Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Components of net periodic pension cost: | ||
Interest cost | $ 1,207 | $ 1,469 |
Expected return on plan assets | (1,005) | (1,133) |
Amortization of net (gain) loss | (1,052) | (581) |
Service cost | 0 | 0 |
Net periodic pension cost | $ (850) | $ (245) |
Employee Benefit Plans Assumpti
Employee Benefit Plans Assumptions in Computing Benefit Obligation (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Discount rate | 0.43% | 0.66% |
Rate of increase in compensation levels | 2.50% | 1.00% |
Expected long-term rate of return on plan assets | 0.43% | 0.66% |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Total amount recognized in other comprehensive loss related to pension plan | $ (25,847) | $ 6,763 |
Benefit payments expected over the next twelve months | 2,000 | |
Benefit payments expected to be paid | $ 78,000 | |
Postretirement Benefit Plan | TAIWAN | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Company contributions to plan, percentage of salary | 6.00% | |
Employer discretionary contribution amount | $ 2,000 | 4,000 |
Postretirement Benefit Plan | UNITED STATES | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer discretionary contribution amount | 0 | 0 |
Pension Plan | TAIWAN | ||
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 | 7,719 | 33,566 |
Unrecognized transition obligation included in accumulated other comprehensive income | 0 | 0 |
Unrecognized actuarial (gain) loss included in accumulated other comprehensive income | 9,872 | 33,566 |
Actuarial loss recognized | (25,847) | |
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 | 18 | |
Accumulated Other Comprehensive Loss, Net | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total amount recognized in other comprehensive loss related to pension plan | $ (25,847) | $ 6,763 |
Segment Reporting and Concent_3
Segment Reporting and Concentrations Revenues and Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||
Total revenue | $ 14,768,693 | $ 16,543,571 |
Long-lived assets: | ||
Total long-lived assets | 2,291,020 | 3,654,472 |
Americas | ||
Revenues: | ||
Total revenue | 5,387,128 | 4,299,840 |
Long-lived assets: | ||
Total long-lived assets | 1,735,986 | 2,603,521 |
Asia Pacific | ||
Revenues: | ||
Total revenue | 3,655,011 | 6,212,275 |
Long-lived assets: | ||
Total long-lived assets | 502,344 | 860,023 |
Europe, Middle East, Africa and Other | ||
Revenues: | ||
Total revenue | 5,726,554 | 6,031,456 |
Long-lived assets: | ||
Total long-lived assets | $ 52,690 | $ 190,928 |
Segment Reporting and Concent_4
Segment Reporting and Concentrations (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020customerInteger | Dec. 31, 2019Integercustomer | |
Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Number of Customers Accounting for More than 10 Percent of Revenue | Integer | 2 | 2 |
Accounts receivable | ||
Concentration Risk [Line Items] | ||
Number Of Customers With AR Balance More Than 10% | customer | 1 | 1 |
Valuation and Qualifying Acco_3
Valuation and Qualifying Accounts Allowance for Returns and Doubtful Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at Beginning of Period | $ 216,153 | $ 162,112 |
Charges (Benefits) to Revenue | 4,464 | 148,624 |
(Increases) Deductions | 69,282 | 94,583 |
Balance at End of Period | $ 151,335 | $ 216,153 |
Related Party Transactions Rela
Related Party Transactions Related Party Transactions (Detail Narrative) - USD ($) | Dec. 27, 2019 | Oct. 09, 2018 | Feb. 23, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 17, 2017 | Sep. 16, 2013 |
Related Party Transaction [Line Items] | |||||||
Series A redeemable convertible preferred stock, shares issued | 900,000 | 900,000 | |||||
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 | ||||||
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] | |||||||
Proceeds from Lines of Credit | $ 1,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | ||||||
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 |