RESULTS OF OPERATIONS



The following table sets forth, for the years indicated, certain line items from
our consolidated statements of income and comprehensive income stated as a
percentage of total revenue:



                                                                 Year ended
                                                                December 31,
      Revenue:                                                 2020       2019
      Software licenses                                           45 %       38 %
      Software maintenance                                        48         43
      Services                                                     7         19
      Total revenue                                              100        100
      Costs and expenses:
      Cost of services                                             7         10
      Research and development                                    80         65
      Selling and marketing                                       48         30
      General and administrative                                  48         29
      Total costs and expenses                                   183        134
      Operating loss                                             (83 )      (34 )
      Interest income                                              2          8
      Loss before provision for (benefit from) income taxes      (81 )      (26 )
      Provision for (benefit from) income taxes                  (14 )       42
      Net loss                                                   (67 %)     (68 %)




Summary of Operations

We are primarily engaged in the development and sale of biometrics products, solutions and services. Our software products are used in government and commercial systems and applications and fulfill a broad range of functions critical to secure biometric enrollment, authentication, identification and transactions. Principal government applications of biometrics systems include border control, visa applicant screening, law enforcement, national defense, intelligence, secure credentialing, access control, and background checks. Principal commercial applications include: i) user enrollment and authentication used for login to mobile devices, computers, networks, and software programs; ii) user authentication for financial transactions and purchases (online and in-person); iii) physical access control to buildings; and iv) identity proofing of prospective employees and customers. We sell our biometrics software products and services globally through a multifaceted distribution strategy using systems integrators, OEMs, VARs, partners, and directly to end user customers. We also derive a portion of our revenue from the sale of imaging software licenses to OEMs and systems integrators that incorporate our software into medical imaging products and medical systems.

Summary of Financial Results

We used revenue and operating loss to summarize financial results over the past two years as we believe these measurements are the most meaningful way to understand our operating performance.

2020 compared to 2019

Revenue and operating loss in 2020 were $11.3 million and $9.4 million, respectively, which compared to revenue and operating loss in 2019 of $12.2 million and $4.1 million, respectively.

Lower revenue in 2020 as compared to 2019 was primarily due to lower services revenue related to a software license agreement, we entered with a systems integrator in the second quarter of 2018 for a large project where we performed significantly more services in 2019 as compared to 2020. This was partially offset by higher subscription revenue. Lower operating income in 2020 as compared to 2019 was primarily due to: i) lower revenue in 2020; and ii) higher total costs and expenses in 2020.



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Software License Revenue

Software license revenue consists of revenue from the sale of biometrics and imaging software products. Sales of software products depend on our ability to win proposals to supply software for biometrics systems projects either directly to end user customers or indirectly through channel partners.

Software license revenue increased 9% from $4.6 million in 2019 to $5.0 million in 2020. As a percentage of total revenue, software license revenue increased from 38% in 2019 to 45% in 2020. The $0.4 million increase in software license revenue was primarily due to a $0.3 million increase in biometrics software license sales and a $0.1 million increase in imaging software license sales. The reasons for the changes in biometrics and imaging software licenses were:



    i)  Biometrics software licenses - Biometrics software license sales were $4.1
        million in 2020 versus $3.8 million in 2019. The dollar increase was
        primarily due to higher subscription revenue of $0.6 million. This was
        partially offset by lower license revenue of $0.4 million.


    ii) Imaging software licenses - Imaging software license sales were $0.9
        million in 2020 versus $0.8 million in 2019. The dollar increase was
        primarily due to higher imaging license sales to our systems integrator
        customers in 2020.


Software Maintenance Revenue

Software maintenance revenue consists of revenue from the sale of software maintenance contracts. Software maintenance contracts entitle customers to receive software support and software updates, if and when they become available, during the term of the contract.

Software maintenance revenue increased 3% from $5.3 million in 2019 to $5.4 million in 2020. As a percentage of total revenue, software maintenance revenue increased from 43% in 2019 to 48% in 2020.

A majority of our customers purchase software maintenance contracts when they initially purchase software licenses. Since our software is used in active biometrics systems, many of our customers continue to renew their maintenance contracts in subsequent years while systems remain operational.

Services Revenue

Services revenue consists of fees we charge to perform software development, integration, installation, and customization services. Similar to software license revenue, services revenue depends on our ability to win biometrics systems projects either directly with end user customers or in conjunction with channel partners. Services revenue will fluctuate when we commence new projects and/or when we complete projects that were started in previous periods.

Services decreased 64% from $2.3 million in 2019 to $0.8 million in 2020. As a percentage of total revenue, services decreased from 19% in 2019 to 7% in 2020. The dollar decrease in services revenue was primarily due to lower services revenue related to the software license agreement we entered into with a systems integrator in the second quarter of 2018 for a large project where we performed significantly more services in 2019 as compared to 2020 and to a less extent lower services revenue from other system integrators.

Cost of Services

Cost of services consists of engineering costs to perform customer services projects. Such costs primarily include: i) engineering salaries, stock-based compensation, fringe benefits, and facilities; and ii) engineering consultants and contractors.

Cost of services decreased 4% from $1.3 million in 2019 to $0.8 million in 2020. Cost of services as a percentage of services revenue increased from 54% in 2019 to 96% in 2020, which means that gross margins on services decreased from 46% in 2019 to 4% in 2020. The dollar decrease in cost of services was primarily due to a large project with a systems integrator that we signed in the second quarter of 2018.

Gross margins on services of 4% and 46%, in 2020 and 2019, respectively, were a function of: i) the nature of the projects; ii) the level of engineering difficulty and labor hours required to complete project tasks; and iii) how much we were able to charge. Gross margins in these years reflect the profitability mix of customer projects. We expect



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that gross margins on services will continue to fluctuate in future periods based on the nature, complexity, and pricing of future projects.

Research and Development Expense

Research and development expense consists of costs for: i) engineering personnel, including salaries, stock-based compensation, fringe benefits, and facilities; ii) engineering consultants and contractors, and iii) other engineering expenses such as supplies, equipment depreciation, dues and memberships and travel. Engineering costs incurred to develop our technology and products are classified as research and development expense. As described in the cost of services section, engineering costs incurred to provide engineering services for customer projects are classified as cost of services and are not included in research and development expense.

The classification of total engineering costs to research and development expense and cost of services was (in thousands):





                                                       Years ended
                                                      December 31,
                                                    2020        2019
                Research and development expense   $ 9,093     $ 7,928
                Cost of services                       810       1,261
                Total engineering costs            $ 9,903     $ 9,189

Research and development expense increased 8% from 2019 to 2020. As a percentage of total revenue, research and development expense increased from 75% in 2019 to 87% in 2020.

Total engineering costs increased by $0.7 million in 2020 as compared to 2019. The spending increase was primarily due to higher employee costs of $1.3 million. The increase was partially offset by a $0.6 million reduction in spending on third-party software development costs. Our engineering headcount increased by six to 52 in 2020. We believe our engineering organization was adequately staffed as of December 31, 2020.

As we described in the Part I-Business of this Form 10-K, we intend to introduce new products that will allow us to offer more complete biometrics solutions. We believe this strategy will allow us to sell more software into biometrics systems projects in order to grow our revenue. Our preference is to develop such products internally, however to the extent we are unable to do that, we may purchase or license technologies from third parties. We anticipate that we will continue to focus our future research and development activities on enhancing existing products and developing new products.

Selling and Marketing Expense

Selling and marketing expense primarily consists of costs for: i) sales and marketing personnel, including salaries, sales commissions, stock-based compensation, fringe benefits, travel, and facilities; and ii) advertising and promotion expenses.

Sales and marketing expense increased by 50% from $3.6 million in 2019 to $5.4 million in 2020. As a percentage of total revenue, sales and marketing expense increased from 30% in 2019 to 48% in 2020. The dollar increase in selling and marketing expense was primarily due increased headcount related costs of $1.7M and higher professional services of $0.5 million. This increase was partially offset by lower travel costs of $0.2 million due to COVID-19 travel restrictions and lower sales commission of $0.2 million due to lower revenue.

General and Administrative Expense

General and administrative expense consists primarily of costs for: i) officers, directors and administrative personnel, including salaries, bonuses, director compensation, stock-based compensation, fringe benefits, and facilities; ii) professional fees, including legal and audit fees; iii) public company expenses; and iv) other administrative expenses, such as insurance costs and bad debt provisions.

General and administrative expense increased by 51% from $3.6 million in 2019 to $5.4 million in 2020. As a percentage of total revenue, general and administrative expense increased from 29% in 2019 to 48% in 2020. The increase in general and administrative expense in 2020 was primarily due to costs related to the COVID-19 pandemic and turnover of over 50% our administrative personnel. Costs included $0.7 million of severance and transition



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expense, $0.2 million of legal fees, $0.1 million of bad debt expense and $0.2 million of expense related to remote working. Also contributing to increased general and administrative expenses were $0.3 million of higher employee costs due to increased headcount legal and professional fees of $0.4 million.

Interest Income

Interest income decreased by 82% from $1.0 million in 2019 to $0.2 million in 2020. The dollar decrease was primarily due to lower interest rates within our money market accounts.

Income Taxes

We are subject to income taxes in the United States and we use estimates in determining our provisions for income taxes. We account for income taxes using the asset and liability method for accounting and reporting income taxes. Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates.

A discussion of income taxes for the years ended December 31, 2020, and 2019 follows:

Year ended December 31, 2020. Total income tax benefit for the year ended December 31, 2020 was $1.6 million. The income tax benefit for 2020 was primarily due to the tax benefit of the current year tax loss which can be carried back due to changes made by the CARES Act.

Year ended December 31, 2019. Total income tax provision for the year ended December 31, 2019 was $5.2 million. The income tax provision for 2019 was primarily due to a change in valuation allowance for our deferred tax assets.

LIQUIDITY AND CAPITAL RESOURCES

In recent years, we have financed the company with our cash balances, cash generated from operations, and cash received from the sale of patent assets. Equity financing has not been a meaningful source of financing for us in recent years. Cash flows from operating, investing and financing activities are described below.

Cash flow from operating activities

A discussion of cash flow from operating activities for each of the last two years is as follows:

Year ended December 31, 2020. Cash used by operating activities was $5.3 million in 2020. Cash used by operations was primarily the result of $7.6 million of net loss, partially offset by $0.8 million of changes in assets and liabilities and by the add back of $1.5 million of non-cash items for depreciation, amortization and stock-based compensation.

Year ended December 31, 2019. Cash used by operating activities was $2.9 million in 2019. Cash used by operations was primarily the result of $8.3 million of net loss, and $0.9 million of changes in assets and liabilities. This was partially offset by the add back of $6.3 million of non-cash items for depreciation, amortization, stock-based compensation and deferred tax assets.

Cash flow from investing activities

In the years ended December 31, 2020 and 2019, our investing activities used net cash of $2.9 million and $0.1 million, respectively. A discussion of cash flow from investing activities for each of the last two years is as follows:

Year ended December 31, 2020. Investing activity cash usage was primarily the result of $2.4 million used in connection with our acquisition of certain assets and liabilities of AFIX product suite and $0.5 million of purchases of property and equipment.

Year ended December 31, 2019. Investing activity cash usage was primarily the result of purchases of property and equipment. We have no material commitments for capital expenditures.

Cash flow from financing activities

In the years ended December 31, 2020 and 2019, our financing activities used net cash of $1.0 million and $0.8 million, respectively. A discussion of cash flow from financing activities for each of the last two years is as follows:



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Year ended December 31, 2020. Financing activity cash usage was primarily the result of $0.9 million used to buy back stock under our stock repurchase program and $0.1 million used to pay income taxes for employees who surrendered shares in connection with stock grants.

Year ended December 31, 2019. Financing activity cash usage was primarily the result of $0.8 million used to buy back stock under our stock repurchase program and $0.1 million used to pay income taxes for employees who surrendered shares in connection with stock grants.

At December 31, 2020, we had cash and cash equivalents of $38.6 million. While we cannot assure you that we will not require additional financing, or that if needed such financing will be available to us, we believe that our cash and cash equivalents will be sufficient to fund our operations for at least the next twelve months from the filing date of this Annual Report on Form 10-K.

To date, inflation has not had a material impact on our financial results. There can be no assurance, however, that inflation will not adversely affect our financial results in the future.

OFF-BALANCE SHEET ARRANGEMENTS

We do not currently have any arrangements with unconsolidated entities, such as entities often referred to as structured finance, special purpose entities, or variable interest entities which are often established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Accordingly, we are not exposed to any financing, liquidity, market or credit risk if we had such relationships.

CRITICAL ACCOUNTING POLICIES

The Company's significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, to our financial statements, included elsewhere in this Annual Report. We have identified the following as our significant accounting policies and estimates, which are defined as those that are reflective of significant judgments and uncertainties, are the most pervasive and important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions, judgments or conditions.

Revenue recognition. In accordance with Accounting Standards Codification ("ASC"), Topic 606, Revenue from Contracts with Customers ("ASC 606"), revenue is recognized when a customer obtains control of promised goods and services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services. In addition, ASC 606 requires disclosures of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

The core principle of the standard is that we should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To achieve that core principle, we apply the following five step model:



  1. Identify the contract with the customer;


  2. Identify the performance obligations in the contract;


  3. Determine the transaction price;


    4.  Allocate the transaction price to the performance obligations in the
        contract; and


  5. Recognize revenue when (or as) each performance obligation is satisfied.

We categorize revenue as software licenses, software maintenance, or services. Revenue from software licenses is recognized at a point in time upon delivery, provided all other revenue recognition criteria are met. We recognize software maintenance revenue over time on a straight-line basis over the contract period. Services revenue is recognized over time as the services are delivered using an input method (i.e., labor hours incurred as a percentage of total labor hours budgeted), provided all other revenue recognition criteria are met.

In addition to selling software licenses, software maintenance and software services on a standalone basis, a significant portion of our contracts include multiple performance obligations, which require an allocation of the transaction price to each distinct performance obligation based on a relative standalone selling price ("SSP) basis. The SSP is the price



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at which we would sell a promised good or service separately to a customer. The best estimate of SSP is the observable price of a good or service when we sell that good or service separately. A contractually stated price or a list price for a good or service may be the SSP of that good or service. We use a range of amounts to estimate SSP when we sell each of the goods and services separately and need to determine whether there is a discount that needs to be allocated based on the relative SSP of the various goods and services. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we typically determine the SSP using an adjusted market assessment approach using information that may include market conditions and other observable inputs. We typically have more than one SSP for individual goods and services due to the stratification of those goods and services by customers and circumstances. In these instances, we may use information such as the nature of the customer and distribution channel in determining the SSP.

When software licenses and significant customization engineering services are sold together, they are accounted for as a combined performance obligation, as the software licenses are generally highly dependent on, and interrelated with, the associated customization services and therefore are not distinct performance obligations. Revenue for the combined performance obligation is recognized over time as the services are delivered using an input method (i.e., labor hours incurred as a percentage of total labor hours budgeted).

When software subscription licenses are sold, the term software license and software maintenance are generally considered distinct performance obligations. The transaction price is allocated to the term software license and the software maintenance based on relative SSP. We sell our software subscription license for a fixed fee or a usage-based royalty fee, sometimes subject to a minimum guarantee. When the amount is in the form of a fixed fee, including the guaranteed minimum in usage-based royalty, revenue allocated to the term software license is recognized at a point in time upon delivery, provided all other revenue recognition criteria are met. Any royalties not subject to the guaranteed minimum or earned in excess of the minimum amount are recognized as revenue when the subsequent usage occurs. Revenue allocated to the software maintenance is recognized over the contract term.

The amount of consideration is not adjusted for a significant financing component if the time between payment and the transfer of the related good or service is expected to be one year or less under the practical expedient in ASC 606-10-32-18. Our revenue arrangements are typically accounted for under such expedient, as payment is typically due within 30 to 60 days. As of December 31, 2020 and 2019, none of our contracts contained a significant financing component.

Stock-Based Compensation. We grant stock and stock options to our employees and directors. We measure stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense over the applicable vesting period of the award on a straight-line basis.

For stock awards, we determine the fair value of the award by using the fair market value of our stock on the date of grant; provided the number of shares in the grant is fixed on the grant date.

For stock options, we use the Black-Scholes valuation model to estimate the fair value of the award. This valuation model takes into account the exercise price of the award, as well as a variety of significant assumptions. The assumptions used to estimate the fair value of stock options include the expected term, the expected volatility of our stock over the expected term, the risk-free interest rate over the expected term, and our expected annual dividend yield.

Income taxes. As part of the process of preparing our consolidated financial statements we are required to estimate our actual current tax expense. We must also estimate temporary and permanent differences that result from differing treatment of certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period for deferred tax assets, which have been recognized, we must include an expense with the tax provision in the statement of operations. Conversely, to the extent we decrease our valuation allowance in a period for deferred tax assets, which have been previously reserved, we must include a tax benefit with the tax provision in the statement of operations.

The Coronavirus Aid, Relief and Economic Security Act (CARES Act) was signed into law on March 27, 2020. The Act contained specific relief and stimulus measures including allowing net operating losses originating in 2018 through 2020 to be carried back five years to offset taxable income in the carryback period.



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Significant management judgment is required in determining our provision for income taxes, our deferred tax assets, and any valuation allowance recorded against our net deferred tax assets. Our deferred tax assets primarily relate to: i) research and development tax credit carryforwards related to excess stock compensation benefits; ii) net operating loss carryforwards; and iii) temporary differences that result from differing treatment of certain items for tax and accounting purposes. As of December 31, 2020, we had a total of $8.7 million of deferred tax assets for which we have recorded an $8.7 million valuation allowance. Also, we have recognized the tax benefit of the amount of our current year loss that can be carried back to recover taxes paid in earlier years.

We will continue to assess the level of valuation allowance required in future periods. Should evidence regarding the realizability of tax assets change at a future point in time, the valuation allowance will be adjusted accordingly.

Allowance for doubtful accounts. We make judgments as to our ability to collect outstanding receivables and provide allowances for receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices. If the judgments we make to determine the allowance for doubtful accounts do not reflect the future ability to collect outstanding receivables, additional provisions for doubtful accounts may be required.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements. In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU was issued to reduce the complexity of the reporting information for financial statement users. We adopted the standard on January 1, 2020. The adoption of the standard did not result in any adjustment to our financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. This guidance was to be effective for reporting periods beginning after December 15, 2019, with early adoption permitted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic842) Effective Dates, which deferred the effective dates for us, as a smaller reporting company, until fiscal year 2023. We are continuing to assess the impact of the standard on our consolidated financial statements.





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