General Information

Cicero Inc. provides businesses the ability to maximize every interaction from intra-company back office applications to those that take place between employees, customers and vendors while extending the value of the best of breed applications in which businesses have already invested. The Company provides an innovative and unique combination of application and process integration, automation, presentation and real-time analysis, all without changes to the underlying applications or requiring costly development expenditures. Business integration software addresses the emerging need for a company's information systems to deliver enterprise-wide views of the Company's business information processes.

In addition to software products, the Company also provides technical support, training and consulting services as part of its commitment to providing its customers industry-leading integration solutions. The Company's consulting team has in-depth experience in developing successful enterprise-class solutions as well as valuable insight into the business information needs of customers in the Global 5000. Cicero offers services around our integration and customer experience management software products.

This discussion contains forward looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities, liquidity and capital resources and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause its actual results to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. See ''Item 1. Business-Forward Looking and Cautionary Statements.''

Business Strategy

Management makes operating decisions and assesses performance of the Company's operations based on one reportable segment, the Software product segment.

The Software product segment is comprised of the Cicero Intelligent Analytics Platform and Cicero Automation products. Cicero IAP delivers desktop analytics and reporting for the enterprise. Cicero IAP collects activity and application performance data and tracks business objects across time and across multiple users as well as measures against a defined "expected" business process flow, either for analysis or to feed a third-party application. Cicero IAP is a measurement and analytics solution that collects and presents high value information about quality, productivity, compliance, and revenue from frontline activity to target areas for improvement. Using a set of configurable sensors at the employees' desktop Cicero IAP collects activity data about the applications, when and how they are used and makes it readily available for analysis and action to the business community. Cicero Automation enables businesses to transform human interaction across the enterprise. Cicero Automation enables the flow of data between different applications, regardless of the type and source of the application, eliminating redundant entry and costly mistakes. Cicero Automation automates up and down-stream process flows, enforcing compliance and optimizing handle time, reducing training time and enabling delivery of best in class service. Cicero Automation captures real-time information about business processes at the desktop, allowing organizations to spot trends and forecast problems before they occur.




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Results of Operations

The following table sets forth, for the years indicated, the Company's results of operations expressed as a percentage of revenue and presents information for the three categories of revenue.




                                 Years Ended December 31,


                                 2019         2018



Revenue:
Software                          52.1%        7.8%
Maintenance                       31.8%        57.8%
Services                          16.1%        34.4%
Total                             100.0%       100.0%

Cost of revenue:
Software                          0.3%         0.1%
Maintenance                       10.2%        18.6%
Services                          28.4%        48.3%
Total                             38.9%        67.0%

Gross margin                      61.1%        33.0%

Operating expenses:
Sales and marketing               26.8%        51.0%
Research and product development  74.7%        117.3%
General and administrative        47.5%        85.2%
Total                             149.0%       253.5%

Loss from operations              (87.8)%      (220.5)%
Other income/(expense), net       (16.9)%      (23.9)%
Net loss                          (104.8)%     (244.4)%


The following table sets forth data for total revenue for operations by geographic origin as a percentage of total revenue for the periods indicated:




              2019   2018

United States  50%   88%
Europe         50%   12%
               100%  100%


Years Ended December 31, 2019 and 2018

Revenue and Gross Margin. The Company has three categories of revenue: software products, maintenance, and services. Software products revenue is comprised primarily of fees from licensing the Company's proprietary software products. Maintenance revenue is comprised of fees for maintaining, supporting, and providing periodic upgrades to the Company's software products. Services revenue is comprised of fees for consulting and training services related to the Company's software products.

The Company's revenues vary from quarter to quarter, due to market conditions, the budgeting and purchasing cycles of customers and the effectiveness of the Company's sales force. The Company does not have any material backlog of unfilled software orders and product revenue in any period is substantially dependent upon orders received in that quarter. Because the Company's operating expenses are based on anticipated revenue levels and are relatively fixed over the short term, variations in the timing of the recognition of revenue can cause significant variations in operating results from period to period. Fluctuations in operating results may result in volatility of the price of the Company's common stock.

Total revenues for the year ended December 31, 2019 increased 81.8% or $691,000 from $845,000 in 2018 to $1,536,000 in 2019. The increase in revenues in 2019 is due primarily to the increase in software sales revenue partially offset by a decrease in consulting revenue.


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Software Products. Software products revenue for the year ended December 31, 2019 increased 1,113.6% or $735,000 from $66,000 in 2018 to $801,000 in 2019. The increase is primarily due to additional licenses ordered from a current customer in 2019.

The gross margin on software products was 99.4% and 98.5 % for the years ended December 31, 2019 and 2018, respectively.

The Company expects to see an increase in software sales coupled with improving margins on software products as Cicero Intelligent Analytics Platform and Cicero Automation gain acceptance in the marketplace. Further, the Company believes that its repositioned strategy of leading with a no cost, short, "proof of concept" evaluation of the software's capabilities will shorten the sales cycle and allow for value based selling to our customers and prospects. The Company anticipates success in this regard based upon current discussions and active "proof of concepts" with active partners, customers and prospects. Using data and analytics to drive change in an organization begins with capturing that data. We believe that this approach is being embraced by the Company's prospects. In addition, the Company and its products continue to be recognized in the marketplace with technology and partnership awards.

Maintenance. Maintenance revenues for the years ended December 31, 2019 and 2018 remained constant at $488,000.

Cost of maintenance is comprised of personnel costs and related overhead for the maintenance and support of the Company's software products. The Company experienced a gross margin on maintenance products of 68.0% and 67.8% for 2019 and 2018, respectively.

Maintenance revenues are expected to increase as a result of our expected increase in software sales of the Cicero Discovery, Cicero Insight and Cicero Automation products. The cost of maintenance as a percentage should decrease slightly.

Services. Services revenue for the year ended December 31, 2019 decreased 15.1% or $44,000 from $291,000 in 2018 to $247,000 in 2019. The decrease in services revenues in 2019 is primarily attributable to a decrease in paid consulting engagements with existing customers.

Cost of services primarily includes personnel and travel costs related to the delivery of services. Services gross margin loss was (76.5%) and (40.2%) for 2019 and 2018, respectively. The increase in gross margin loss in 2019 was primarily attributable to the decrease in consulting revenue.

Services revenues are expected to increase as the Cicero Discovery, Cicero Insight, and Cicero Automation products gain acceptance.

Sales and Marketing. Sales and marketing expenses primarily include personnel costs for salespeople, marketing personnel, travel and related overhead, as well as industry conference participation and promotional expenses. Sales and marketing expenses decreased 4.4% or $19,000 from $431,000 in 2018 to $412,000 in 2019. The decrease is primarily attributable to lower headcount partially offset by higher and outside professional services.

Sales and marketing expenses are expected to increase as the Company adds variable compensation based on sales.

Research and Development. Research and development expenses primarily include personnel costs for product authors, product developers and product documentation and related overhead. Research and development expense increased 15.7% or $156,000 to from $991,000 in 2018 to $1,147,000 in 2019. The increase in costs is primarily due to an increase in outside professional services partially offset by lower headcount.

The Company intends to continue to make a significant investment in research and development while enhancing efficiencies in this area.

General and Administrative. General and administrative expenses consist of personnel costs for the executive, legal, financial, human resources, investor relations and administrative staff, related overhead, and all non-allocable corporate costs of operating the Company. General and administrative expenses increased 1.3% or $9,000 from $720,000 in 2018 to $729,000 in 2019. The increase is primarily attributable to an increase in personnel costs partially offset by a decrease in corporate insurance expenses.

General and administrative expenses are not expected to increase in 2020.


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Provision for Taxes. The Company's effective income tax rate for continuing operations differs from the statutory rate primarily because an income tax benefit was not recorded for the net loss incurred in 2019 and 2018. Because of the Company's inconsistent earnings history, the deferred tax assets have been fully offset by a valuation allowance.

Other Income/(Loss). Other income (net) decreased $128,000 from other income of $128,000 in 2018 to zero in 2019. The decrease is primarily due to income from the write off of old liabilities of approximately $125,000 in fiscal 2018.

Interest expense decreased $70,000 from $330,000 in 2018 to $260,000 in 2019 due a decrease in overall total debt outstanding during fiscal 2019 as compared to 2018.

Net Loss. Net loss decreased $456,000 from a net loss of $2,065,000 in 2018 to a net loss of $1,609,000 in fiscal 2019. The decrease in net loss is primarily due to an increase in total revenue.

Impact of Inflation. Inflation has not had a significant effect on the Company's operating results during the periods presented.

Liquidity and Capital Resources

Operating and Investing Activities

The Company's cash was $17,000 on December 31, 2019 compared with $97,000 on December 31, 2018, a decrease of $80,000. The Company incurred a net loss of $1,609,000 for the year ended December 31, 2019 compared to net loss of $2,065,000 for the previous fiscal year. The Company has experienced negative cash flows from operations for fiscal 2019 and 2018. At December 31, 2019, the Company had a working capital deficiency of $4,389,000.

Operating activities utilized $1,972,000 in cash, which was primarily comprised of the loss from operations of $1,609,000, an increase in accounts receivable of $52,000, an increase in prepaid expenses of $69,000, a decrease in trade payables and other accruals of $5,000 and a decrease of deferred revenue of $243,000. This was offset by non-cash charges for depreciation of $4,000 and stock-based compensation expense of $2,000.

During 2019, the Company utilized approximately $4,000 in cash updating the Company's network and computer equipment.

Financing Activities

The Company funded its cash needs during the year ended December 31, 2019 with cash on hand from December 31, 2018, the revenue generated in fiscal 2019, and through the use of proceeds from short-term borrowings in the amount of $1,896,000, net of repayments.

From time to time during 2017 through 2019, the Company entered into several short term notes payable with John Steffens, the Company's Chairman of the Board, for various working capital needs. The notes bear an interest rate of 10% with a maturity date of December 31, 2018. In December 2018, all outstanding notes were amended to a new maturity date of June 30, 2020 and as such were reclassed to long term debt. The Company is obligated to repay the notes with the collection of any accounts receivable. At December 31, 2018, the Company was indebted to Mr. Steffens in the approximate amount of $3,511,500 of principal and $299,000 of interest. In March 2019, the Company issued 4,250 shares of its Series A preferred stock and warrants to purchase up to 17,007,787 shares of the Company's common stock at an excise price of $0.05 per share to convert the total obligation of $3,891,500 of principal and $358,697 of interest. At December 31, 2019, the Company was indebted to Mr. Steffens in the approximate amount of $1,575,000 of principal and $97,000 of interest.

Although the Company has incurred an operating loss of approximately $1,609,000 for the year ended December 31, 2019, and has a history of operating losses, management believes that its product's functionality resonates in the marketplace as both "analytics" and "automation" are topics often discussed and written about. Further, the Company believes that its repositioned strategy of leading with a no cost, short, "proof of concept" evaluation of the software's capabilities will shorten the sales cycle and allow for value based selling to our customers and prospects. The Company anticipates success in this regard based upon current discussions and active "proof of concepts" with active partners, customers and prospects. The Company has borrowed $1,955,000 and $2,402,000 in 2019 and 2018, respectively. Should the Company be unable to secure customer contracts that will drive sufficient cash flow to sustain operations, the Company will be forced to seek additional capital in the form of debt or equity financing; however, there can be no assurance that such debt or equity financing will be available on terms acceptable to the Company or at all. As a result of these factors, the report of our independent auditors dated March 27, 2020, on our consolidated financial statements for the period ended December 31, 2019 included an emphasis of matter paragraph indicating that there is a substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.


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Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements. We have no unconsolidated limited purpose entities, and we have not guaranteed or otherwise supported the obligations of any other entity.

Critical Accounting Policies

The policies discussed below are considered by us to be critical to an understanding of our consolidated financial statements because they require us to apply the most judgment and make estimates regarding matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. With respect to the policies discussed below, we note that because of the uncertainties inherent in forecasting, the estimates frequently require adjustment.

Our consolidated financial statements and related disclosures, which are prepared to conform to accounting principles generally accepted in the United States of America, require us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the period reported. We are also required to disclose amounts of contingent assets and liabilities at the date of the consolidated financial statements. Our actual results in future periods could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.

We consider the most significant accounting policies and estimates in our consolidated financial statements to be those surrounding: (1) revenue recognition; (2) allowance for doubtful trade accounts receivable; (3) goodwill; and (4) valuation of deferred tax assets. These accounting policies, the basis for any estimates and potential impact to our consolidated financial statements, should any of the estimates change, are further described as follows:

Revenue Recognition. On January 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers and all the related amendments ("the new revenue standard") and applied it to all contracts using the modified retrospective method. We completed our review of contracts with our customers and did not need to record a cumulative effect adjustment to accumulated deficit upon adoption of the new revenue standard as of January 1, 2018. Under ASC 606, revenue is recognized when a company transfers the promised goods or services to a customer in an amount that reflects consideration that is expected to be received for those goods and services. Adoption of the standard did not have a material impact on the Company's financial position, results of operations, cash flow, accounting policies, business processes, internal controls or disclosures.

Cicero utilizes point in time method for revenue recognition for its software license revenue. Our software licenses are distinct and have standalone functionality as it is fully functional without any services purchased. Cicero utilizes the output method over time for revenue recognition as maintenance contracts are invoiced annually prior to the start of the maintenance period and then recognized monthly over the length of the maintenance contract. Cicero utilizes the output method over time for revenue recognition for its services revenue as service hours/days are logged and billed subsequently. Cicero has no upfront fees that are billable to customers.

Allowance for Doubtful Trade Accounts Receivable. In addition to assessing the probability of collection in conjunction with revenue arrangements, we continually assess the collectability of outstanding invoices. Assumptions are made regarding the customer's ability and intent to pay and are based on historical trends, general economic conditions, and current customer data. Should our actual experience with respect to collections differ from our initial assessment, there could be adjustments to bad debt expense.

Leases. As of January 1, 2019, we account for leases under the new codification under Financial Account Standards Board Topic 842. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard also provides practical expedients for an entity's ongoing accounting. We elected the short-term lease recognition exemption for our real estate lease that is currently on a month to month lease. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. As of December 31, 2019, the Company reevaluated the lease under the guidance of Topic 842 and estimated an expected term of one year for analysis under Topic 842. Under the new standard, the Company's lease liability is based on the present value of such payments and the related right-of-use asset will generally be based on the lease liability. The Company recognized on ROU asset and liability of approximately $63,000 as of December 31, 2019. We believe the most significant future effects relate to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for our real estate operating lease and (2) providing significant new disclosures about our leasing activities. We will continue to assess our lease obligations and determine whether adjustments need to be made to our right-of-use assets and liabilities.


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Valuation of Deferred Tax Assets. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred income 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 recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to the extent that it is more likely than not, that we will be unable to utilize deferred income tax assets in the future. At December 31, 2019, we had a valuation allowance of $35,490,000 against $35,490,000 of gross deferred tax assets. We considered all of the available evidence to arrive at our position on the net deferred tax asset; however, should circumstances change and alter our judgment in this regard, it may have an impact on future operating results.

At December 31, 2019, the Company has net operating loss carryforwards of approximately $135,587,000 which may be applied against future taxable income. These carryforwards will expire at various times between 2020 and 2037.

Recent Accounting Pronouncements:

In February 2016, the Financial Accounting Standards Board ("FASB") established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

The new standard was effective for us on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. We adopted the new standard on January 1, 2019 and use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019.

The new standard provides a number of optional practical expedients in transition. We elected the 'package of practical expedients', which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. We elected all of the new standard's available transition practical expedients.

This standard did not have a material effect on our financial statements. We believe the most significant future effects relate to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for our real estate operating lease and (2) providing significant new disclosures about our leasing activities.

The new standard also provides practical expedients for an entity's ongoing accounting. We elected the short-term lease recognition exemption for our real estate lease that is currently on a month to month lease. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. As of December 31, 2019, the Company reevaluated the lease under the guidance of Topic 842 and estimated an expected term of one year for analysis under Topic 842. Under the new standard, the Company's lease liability is based on the present value of such payments and the related right-of-use asset will generally be based on the lease liability. The Company recognized on ROU asset and liability of approximately $63,000 as of December 31, 2019. (See Note 4)

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