10-Q 1 tm1919489d1_10q.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant To Section 13 Or 15(d) Of The

Securities Exchange Act of 1934

For the quarter ended September 30, 2019

Commission file number 000-21129

AWARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts		04-2911026
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)

40 Middlesex Turnpike, Bedford, Massachusetts, 01730

(Address of Principal Executive Offices)

(Zip Code)

(781) 276-4000

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	AWRE	The Nasdaq Global Market

Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,” “accelerated filer," “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

Large Accelerated Filer ¨		Accelerated Filer x
Non-Accelerated Filer ¨		Smaller Reporting Company x
Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

The number of shares outstanding of the registrant’s common stock as of October 28, 2019 was 21,489,235.

AWARE, INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2019

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION

Item 1.	Unaudited Consolidated Financial Statements

	Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018	3

	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and September 30, 2018	4

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and September 30, 2018	5

	Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2019 and September 30, 2018	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22

Item 4.	Controls and Procedures	22

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 4.	Mine Safety Disclosures	23

Item 6.	Exhibits	24

	Signatures	24

PART 1. FINANCIAL INFORMATION

ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS

AWARE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

	September 30, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	48,007		$	51,612
Accounts receivable, net		3,450			2,010
Unbilled receivables		4,255			3,279
Prepaid expenses and other current assets		426			284
Total current assets		56,138			57,185

Property and equipment, net		3,832			4,085
Deferred tax assets		5,929			5,171
Total assets	$	65,899		$	66,441

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	231		$	126
Accrued expenses		1,255			1,319
Deferred revenue		3,584			3,024
Total current liabilities		5,070			4,469

Long-term deferred revenue		64			75

Commitments and contingent liabilities

Stockholders’ equity:
Preferred stock, $1.00 par value; 1,000,000 shares authorized, none outstanding		-			-
Common stock, $.01 par value; 70,000,000 shares authorized; issued and outstanding 21,479,235 as of September 30, 2019 and 21,515,872 as of December 31, 2018		215			215
Additional paid-in capital		96,105			96,376
Accumulated deficit		(35,555	)		(34,694	)
Total stockholders’ equity		60,765			61,897

Total liabilities and stockholders’ equity	$	65,899		$	66,441

The accompanying notes are an integral part of the consolidated financial statements.

AWARE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019			2018
Revenue:
Software licenses	$	1,138		$	3,449	$	3,864		$	6,582
Software maintenance		1,291			1,297		3,965			3,993
Services		581			655		1,925			1,498
Total revenue		3,010			5,401		9,754			12,073

Costs and expenses:
Cost of software licenses		-			20		-			20
Cost of services		267			320		1,106			740
Research and development		2,071			1,816		5,922			5,579
Selling and marketing		930			1,297		2,665			3,234
General and administrative		915			807		2,510			2,463
Total costs and expenses		4,183			4,260		12,203			12,036

Patent related income		-			1		49			1

Operating income (loss)		(1,173	)		1,142		(2,400	)		38
Interest income		253			224		806			587
Income (loss) before provision for (benefit from) income taxes		(920	)		1,366		(1,594	)		625
Provision for (benefit from) income taxes		(769	)		89		(733	)		31
Net income (loss)	$	(151	)	$	1,277	$	(861	)	$	594

Net income (loss) per share – basic	$	(0.01	)	$	0.06	$	(0.04	)	$	0.03
Net income (loss) per share – diluted	$	(0.01	)	$	0.06	$	(0.04	)	$	0.03


Weighted-average shares – basic		21,523			21,564		21,541			21,548
Weighted-average shares – diluted		21,523			21,639		21,541			21,604

The accompanying notes are an integral part of the consolidated financial statements.

AWARE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended
	September 30,
	2019			2018
Cash flows from operating activities:
Net income (loss)	$	(861	)	$	594
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		331			336
Stock-based compensation		380			394
Deferred tax assets		(758	)		(128	)
Changes in assets and liabilities:
Accounts receivable		(1,440	)		(2,970	)
Unbilled receivables		(976	)		(726	)
Prepaid expenses and other current assets		(142	)		(170	)
Accounts payable		105			(6	)
Accrued expenses		(64	)		284
Accrued income taxes		-			46
Deferred revenue		549			183
Net cash used in operating activities		(2,876	)		(2,163	)

Cash flows from investing activities:
Purchases of property and equipment		(78	)		(142	)
Net cash used in investing activities		(78	)		(142	)

Cash flows from financing activities:
Proceeds from issuance of common stock		22			27
Payments made for taxes of employees who surrendered shares related to unrestricted stock		(92	)		(107	)
Repurchase of common stock		(581	)		(260	)
Net cash used in financing activities		(651	)		(340	)

Decrease in cash and cash equivalents		(3,605	)		(2,645	)
Cash and cash equivalents, beginning of period		51,612			51,608

Cash and cash equivalents, end of period	$	48,007		$	48,963

Supplemental disclosure:
Cash paid for income taxes	$	40		$	94

The accompanying notes are an integral part of the consolidated financial statements.

AWARE, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

	Three and Nine Months Ended September 30, 2019
							Additional						Total
	Common Stock						Paid-In			(Accumulated			Stockholders’
	Shares			Amount			Capital			Deficit)			Equity
Balance at June 30, 2019		21,514		$	215		$	96,300		$	(35,404	)	$	61,111

Performance share award		20			-			-			-			-
Issuance of unrestricted stock		72			1			(1	)		-			-
Shares surrendered by employees to pay taxes related to unrestricted stock		(13	)		-			(43	)		-			(43	)
Stock-based compensation expense		-			-			190			-			190
Repurchase of common stock		(114	)		(1	)		(341	)		-			(342	)
Net loss		-			-			-			(151	)		(151	)

Balance at September 30, 2019		21,479		$	215		$	96,105		$	(35,555	)	$	60,765

Balance at December 31, 2018		21,516		$	215		$	96,376		$	(34,694	)	$	61,897

Exercise of common stock options		4			-			-			-			-
Performance share award		20			-			-			-			-
Issuance of common stock under employee stock purchase plan		7			-			22			-			22
Issuance of unrestricted stock		141			2			(2	)		-			-
Shares surrendered by employees to pay taxes related to unrestricted stock		(27	)		-			(92	)		-			(92	)
Stock-based compensation expense		-			-			380			-			380
Repurchase of common stock		(182	)		(2	)		(579	)		-			(581	)
Net loss		-			-			-			(861	)		(861	)

Balance at September 30, 2019		21,479		$	215		$	96,105		$	(35,555	)	$	60,765

	Three and Nine Months Ended September 30, 2018
							Additional						Total
	Common Stock						Paid-In			(Accumulated			Stockholders’
	Shares			Amount			Capital			Deficit)			Equity
Balance at June 30, 2018		21,520		$	215		$	96,282		$	(36,610	)	$	59,887

Issuance of unrestricted stock		69			1			(1	)		-			-
Shares surrendered by employees to pay taxes related to unrestricted stock		(11	)		-			(46	)		-			(46	)
Stock-based compensation expense		-			-			186			-			186
Repurchase of common stock		(33	)		(1	)		(122	)		-			(123	)
Net income		-			-			-			1,278			1,278

Balance at September 30, 2018		21,545		$	215		$	96,299		$	(35,332	)	$	61,182

Balance at December 31, 2017		21,493			215			96,246			(35,927	)		60,534

Issuance of common stock under employee stock purchase plan		7			-			27			-			27
Issuance of unrestricted stock		136			1			(1	)		-			-
Shares surrendered by employees to pay taxes related to unrestricted stock		(24	)		-			(107	)		-			(107	)
Stock-based compensation expense		-			-			393			-			393
Repurchase of common stock		(67	)		(1	)		(259	)		-			(260	)
Net income		-			-			-			595			595

Balance at September 30, 2018		21,545		$	215		$	96,299		$	(35,332	)	$	61,182

The accompanying notes are an integral part of the consolidated financial statements.

AWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Nature of Business. We are a leading provider of software and services to the biometrics industry. Our software products are used in government and commercial biometrics systems, which are capable of determining or verifying an individual’s identity. We also offer engineering services related to software customization, integration, and installation, as well as complete systems development. We sell our biometrics software products and services globally through systems integrators, OEMs, and directly to end user customers. We also derive a portion of our revenue from the sale of imaging software.

Basis of Presentation. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and therefore do not include all information and notes necessary for a complete presentation of our financial position, results of operations and cash flows, in conformity with generally accepted accounting principles. We filed audited financial statements which included all information and notes necessary for such presentation for the two years ended December 31, 2018 in conjunction with our 2018 Annual Report on Form 10-K. This Form 10-Q should be read in conjunction with that Form 10-K.

The accompanying unaudited consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders’ equity reflect all adjustments (consisting only of normal recurring items) which are, in the opinion of management, necessary for a fair presentation of financial position at September 30, 2019, and of operations and cash flows for the interim periods ended September 30, 2019 and 2018.

The results of operations for the interim period ended September 30, 2019 are not necessarily indicative of the results to be expected for the year.

Revenue Recognition. Effective January 1, 2018, we adopted Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the full retrospective transition method.

In accordance with 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 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:

Identify the contract with the customer;

Identify the performance obligations in the contract;

Determine the transaction price;

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

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

1) Identify the contract with the customer

A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s intent and ability to pay, which is based on a variety of factors including the customer’s historical payment experience, or in the case of a new customer, published credit and financial information pertaining to the customer.

We evaluate contract modifications for the impact on revenue recognition if they have been approved by both parties such that the enforceable rights and obligations under the contract have changed. Contract modifications are either accounted for using a cumulative effect adjustment or prospectively over the remaining term of the arrangement. The determination of which method is more appropriate depends on the nature of the modification, which we evaluate on a case-by-case basis.

We combine two or more contracts entered into at or near the same time with the same customer and account for them as a single contract if (i) the contracts are negotiated as a package with a common commercial objective, (ii) the amount of consideration to be paid in one contract depends on the price or performance of the other contract, or (iii) some or all of the goods or services in one contract would be combined with some or all of the goods and services in the other contract into a single performance obligation. If two or more contracts are combined, the consideration to be paid is aggregated and allocated to the individual performance obligations without regard to the consideration specified in the individual contracts.

2) Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, we apply judgment to determine whether promised goods and services are capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. To identify performance obligations, we consider all of the goods or services promised in a contract regardless of whether they are explicitly stated or are implied by customary business practices.

3) Determine the transaction price

The transaction price is determined based on the consideration we expect to be entitled in exchange for transferring promised goods and services to the customer. Determining the transaction price requires significant judgment. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period. 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 September 30, 2019 and 2018, none of our contracts contained a significant financing component.

4) Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”) basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative SSPs. The SSP is the price 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.

5) Recognize revenue when or as we satisfy a performance obligation

We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized over time if 1) the customer simultaneously receives and consumes the benefits provided by our performance, 2) our performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or 3) our performance does not create an asset with an alternative use to us and we have an enforceable right to payment for performance completed to date. If we do not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer.

We categorize revenue as software licenses, software maintenance, or services. In addition to the general revenue recognition policies described above, specific revenue recognition policies apply to each category of revenue.

Software licenses

Software licenses consist of revenue from the sale of software licenses for biometrics and imaging applications. Our software licenses are functional intellectual property and typically provide customers with the right to use our software under a perpetual license or subscription based model for either a fixed term or in perpetuity as it exists when made available to the customer. We recognize revenue from software licenses at a point in time upon delivery, provided all other revenue recognition criteria are met.

Software maintenance

Software maintenance consists of revenue from the sale of software maintenance contracts for biometrics and imaging software. Software maintenance contracts entitle customers to receive software support and software updates, if and when they become available, during the term of the maintenance contract. Software support and software updates are considered distinct services. However, these distinct services are considered a single performance obligation consisting of a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. We recognize software maintenance revenue over time on a straight-line basis over the contract period.

Services

Service revenue consists of fees from biometrics customers for software engineering services we provide to them. We recognize services revenue 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.

Refer to Note G – Business Segments for further information on the disaggregation of revenue, including revenue by geography and category.

Arrangements with multiple performance obligations

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. The various combinations of multiple performance obligations and our revenue recognition for each are described as follows:

Software licenses and software maintenance. When software licenses and software maintenance contracts are sold together, the software licenses and software maintenance are generally considered distinct performance obligations. The transaction price is allocated to the software licenses and the software maintenance based on relative SSP. Revenue allocated to the software licenses is recognized at a point in time upon delivery, provided all other revenue recognition criteria are met. Revenue allocated to the software maintenance is recognized on a straight-line basis over the contract period.

Software licenses and services. 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 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 licenses and standard implementation or consulting-type services are sold together, they are generally considered distinct performance obligations as the software licenses are not dependent on or interrelated with the associated services. The transaction price in these arrangements is allocated to the software licenses and services based on relative SSP. Revenue allocated to the software licenses is recognized at a point in time upon delivery, provided all other revenue recognition criteria are met. Revenue allocated to the services is recognized over time using an input method (i.e., labor hours incurred as a percentage of total labor hours budgeted). In arrangements with both software licenses and services, the software license portion of the arrangement is classified as software license revenue and the services portion is classified as services revenue in our consolidated statements of operations.

Software licenses, software maintenance and services. When we sell software licenses, software maintenance and software services together, we account for the individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations based on relative SSP. Revenue allocated to the software licenses is recognized at a point in time upon delivery. Revenue allocated to the services is recognized over time using an input method (i.e., labor hours incurred as a percentage of total labor hours budgeted). Revenue for the software maintenance is recognized on a straight-line basis over the contract period. However, if the software services are significant customization engineering services, they are accounted for with the software licenses as a combined performance obligation, as stated above. Revenue for the combined performance obligation is recognized over time using an input method (i.e., labor hours incurred as a percentage of total labor hours budgeted).

Returns

We do not offer rights of return for our products and services in the normal course of business.

Customer Acceptance

Our contracts with customers generally do not include customer acceptance clauses.

Contract Balances

When the timing of our delivery of goods or services is different from the timing of payments made by customers, we recognize either a contract asset (performance precedes contractual due date) or a contract liability (customer payment precedes performance). Customers that prepay are represented by the deferred revenue below until the performance obligation is satisfied. Contract assets represent arrangements in which the good or service has been delivered but payment is not yet due. Our contract assets consist of unbilled receivables. Our contract liabilities consisted of deferred (unearned) revenue, which is generally related to software maintenance contracts. We classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize revenue.

The following table presents changes in our contract assets and liabilities during the three and nine months ended September 30, 2018 and 2019 (in thousands):

	Balance at Beginning of Period		Revenue Recognized In Advance of Billings		Billings			Balance at End of Period
Three months ended September 30, 2018
Contract assets:
Unbilled receivables	$	1,542	$	1,170	$	(557	)	$	2,155

Three months ended September 30, 2019
Contract assets:
Unbilled receivables	$	3,659	$	796	$	(200	)	$	4,255

	Balance at Beginning of Period		Billings		Revenue Recognized			Balance at End of Period
Three months ended September 30, 2018
Contract liabilities:
Deferred revenue	$	2,421	$	1,991	$	(1,297	)	$	3,115

Three months ended September 30, 2019
Contract liabilities:
Deferred revenue	$	2,424	$	2,514	$	(1,290	)	$	3,648

	Balance at Beginning of Period		Revenue Recognized In Advance of Billings		Billings			Balance at End of Period
Nine months ended September 30, 2018
Contract assets:
Unbilled receivables	$	1,429	$	1,745	$	(1,019	)	$	2,155

Nine months ended September 30, 2019
Contract assets:
Unbilled receivables	$	3,279	$	2,264	$	(1,288	)	$	4,255

	Balance at Beginning of Period		Billings		Revenue Recognized			Balance at End of Period
Nine months ended September 30, 2018
Contract liabilities:
Deferred revenue	$	2,932	$	4,176	$	(3,993	)	$	3,115

Nine months ended September 30, 2019
Contract liabilities:
Deferred revenue	$	3,099	$	4,514	$	(3,965	)	$	3,648

Remaining Performance Obligations

Remaining performance obligations represent the transaction price from contracts for which work has not been performed or goods and services have not been delivered. We expect to recognize revenue on approximately 97% of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter. As of September 30, 2019 and December 31, 2018, the aggregate amount of the transaction price allocated to remaining performance obligations for software maintenance contracts with a duration greater than one year was $0.1 million.

Contract Costs

We recognize an other asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales commissions meet the requirements to be capitalized, and we amortize these costs on a consistent basis with the pattern of transfer of the goods and services in the contract. 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.

We apply a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. These costs include sales commissions on software maintenance contracts with a contract period of one year or less as sales commissions paid on contract renewals are commensurate with those paid on the initial contract.

Fair Value Measurements. The Financial Accounting Standards Board (“FASB”) Codification defines fair value, and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to the unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the FASB Codification are: i) Level 1 – valuations that are based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; ii) Level 2 – valuations that are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly; and iii) Level 3 – valuations that require inputs that are both significant to the fair value measurement and unobservable.

Cash and cash equivalents, which primarily include money market mutual funds, were $48.0 million and $51.6 million as of September 30, 2019 and December 31, 2018, respectively. We classified our cash equivalents of $47.2 million and $47.9 million as of September 30, 2019 and December 31, 2018, respectively, within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

As of September 30, 2019, our assets that are measured at fair value on a recurring basis and whose carrying values approximate their respective fair values include the following (in thousands):

	Fair Value Measurement at September 30, 2019 Using:
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)
Money market funds (included in cash and cash equivalents)	$	47,164	$	-	$	-
Total	$	47,164	$	-	$	-

As of December 31, 2018, our assets that are measured at fair value on a recurring basis and whose carrying values approximate their respective fair values include the following (in thousands):

	Fair Value Measurement at December 31, 2018 Using:
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)
Money market funds (included in cash and cash equivalents)	$	47,939	$	-	$	-
Total	$	47,939	$	-	$	-

Computation of Earnings per Share. Basic earnings per share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income or loss by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For the purposes of this calculation, stock options are considered common stock equivalents in periods in which they have a dilutive effect. Stock options that are anti-dilutive are excluded from the calculation. Potential common stock equivalents of 76,065 and 52,610 for the three and nine months ended September 30, 2019, respectively, were not included in the per share calculation for diluted earnings per share, because we had a net loss and the effect of their inclusion would be anti-dilutive.

Net loss per share is calculated as follows (in thousands, except per share data):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2019			2018		2019			2018
Net income (loss)	$	(151	)	$	1,277	$	(861	)	$	594

Shares outstanding:
Weighted-average common shares outstanding		21,523			21,564		21,541			21,548
Additional dilutive common stock equivalents		-			75		-			56
Diluted shares outstanding		21,523			21,639		21,541			21,604

Net loss per share - basic	$	(0.01	)	$	0.06	$	(0.04	)	$	0.03
Net loss per share - diluted	$	(0.01	)	$	0.06	$	(0.04	)	$	0.03

Stock-Based Compensation. The following table presents stock-based employee compensation expenses included in our unaudited consolidated statements of comprehensive income (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Cost of services	$	6	$	7	$	14	$	15
Research and development		38		34		76		71
Selling and marketing		4		4		8		9
General and administrative		142		141		282		299
Stock-based compensation expense	$	190	$	186	$	380	$	394

Stock Option Grants. We may grant stock options under our 2001 Nonqualified Stock Plan. When we grant stock options, we estimate their fair value using the Black-Scholes valuation model. 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. We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of our stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.

We granted stock options for 260,000 shares in the three and nine months ended September 30, 2019 and no shares in the three and nine months ended September 30, 2018.

Unrestricted Stock Grants. We also grant unrestricted shares of stock under our 2001 Nonqualified Stock Plan. Stock-based compensation expense for stock grants is determined based on 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.

We granted shares of unrestricted stock in 2019 and 2018 that affected financial results for the three and nine month periods ended September 30, 2019 and 2018. These grants are described below.

September 2019 Grants. On September 19, 2019, we granted 15,000 shares of unrestricted stock to an officer. The shares will be issued in one installment shortly after December 31, 2019, provided the grantee is serving as a director, officer or employee on that date. The total stock-based compensation expense related to this grant is $41,000, of which $5,000 was charged to expense in the three and nine months ended September 30, 2019 and we anticipate the remaining $36,000 will be expensed in the fourth quarter of 2019. On September 19, 2019, we granted 80,000 shares of unrestricted stock to an officer. The shares will be issued in four equal installments shortly after September 19, 2020, September 19, 2021, September 19, 2022 and September 19, 2023, provided the grantee is serving as a director, officer or employee on those dates. The total stock-based compensation expense related to this grant is $220,000, of which $2,000 was charged to expense in the three and nine months ended September 30, 2019 and we anticipate the remaining $218,000 will be charged to expense ratably over the next sixteen quarters.

2019 Grant. On March 25, 2019, we granted 143,000 shares of unrestricted stock to directors, officers and employees. Half of those shares were issued on July 1, 2019 and the remaining 71,500 will be issued shortly after December 31, 2019, provided each grantee is serving as a director, officer or employee on those dates. The total stock-based compensation expense related to this grant is $547,000, of which $179,000 and $369,000 was charged to expense in the three and nine months ended September 30, 2019 and we anticipate the remaining $178,000 will be charged to expense in the fourth quarter of 2019.

The shares we issued on July 1, 2019 for the first installment of the 2019 grant included 58,548 net shares of common stock after employees surrendered 12,952 shares for which we paid $45,000 of withholding taxes on their behalf.

2018 Grant. In March 2018, we granted 138,000 shares of unrestricted stock to directors, officers and employees. The shares were issued in two equal installments shortly after June 30, 2018 and December 31, 2018. We expensed the entire $580,000 stock-based compensation expense related to this grant in 2018. We issued shares of common stock related to this grant as follows: i) 57,592 net shares of common stock were issued in early July 2018 after employees surrendered 11,408 shares for which we paid $51,000 of withholding taxes on their behalf; and ii) 55,278 net shares of common stock were issued in early January 2019 after employees surrendered 13,722 shares for which we paid $49,000 of withholding taxes on their behalf.

Performance Share Award. On September 19, 2019, we granted 20,000 shares of stock to an officer as a performance share award under our 2001 Nonqualified Stock Plan. The shares were issued on September 19, 2019 and will be forfeitable if grantee is not serving as a director, officer or employee on March 19, 2020. Stock-based compensation expense for this stock grant was determined based on the fair market value of our stock on the date of grant, as the number of shares in the grant was fixed on the grant date. The total stock-based compensation expense related to this grant is $55,000, of which $4,000 was charged to expense in the three and nine months ended September 30, 2019 and we anticipate the remaining $51,000 will be charged to expense ratably over the next two quarters.

Business Segments. We organize ourselves into a single segment that reports to the chief operating decision maker.

We conduct our operations in the United States and sell our products and services to domestic and international customers. Revenues were generated from the following geographic regions for the three and nine months ended September 30, 2019 and 2018 (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
United States	$	1,502	$	1,516	$	4,952	$	5,107
United Kingdom		554		1,329		1,900		2,838
Brazil		174		2,128		504		2,308
Rest of World		780		428		2,398		1,820
	$	3,010	$	5,401	$	9,754	$	12,073

Revenue by product group for the three and nine months ended September 30, 2019 and 2018 was (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Biometrics	$	2,556	$	5,216	$	8,905	$	11,104
Imaging		454		185		849		969
	$	3,010	$	5,401	$	9,754	$	12,073

Revenue by timing of transfer of goods or services for the three and nine months ended September 30, 2019 and 2018 was (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Goods or services transferred at a point in time	$	1,061	$	2,803	$	3,189	$	5,342
Goods or services transferred over time		1,949		2,598		6,565		6,731
	$	3,010	$	5,401	$	9,754	$	12,073

Income Taxes. Income tax benefit was $769,000 and $733,000 for the three and nine months ended September 30, 2019, respectively. Income tax benefit for the three and nine month periods ended September 30, 2019 were based on the U.S. statutory rate of 21%, increased by state income taxes, and reduced by permanent adjustments and research tax credits.

As of September 30, 2019, we had a total of $5.9 million of deferred tax assets for which we had recorded no valuation allowance. We have assessed the need for a valuation allowance on our deferred tax assets. Based on our assessment of future sources of income, including reversing deferred tax liabilities, and future earnings, we have determined that it is more likely than not that the deferred tax assets will be realized, and therefore there is no valuation allowance required for the deferred tax assets. We will continue to assess the level of valuation allowance 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.

Income from patent arrangement. We entered into an arrangement with an unaffiliated third party in 2010 under which we assigned certain patents in return for royalties on proceeds from patent monetization efforts by the third party. The third party has engaged in various patent monetization activities, including enforcement, litigation and licensing. In the three months ended September 30, 2019, there was no revenue from this arrangement. In the nine months ended September 30, 2019, the third party reported and we recorded $49,000 of income from this arrangement. In the three and nine months ended September 30, 2018, the third party reported and we recorded $1,000 of income from this arrangement.

ITEM 2:

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

Some of the information in this Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “continue” and similar words. You should read statements that contain these words carefully because they: (1) discuss our future expectations; (2) contain projections of our future operating results or financial condition; or (3) state other “forward-looking” information. However, we may not be able to predict future events accurately. The risk factors listed in our Annual Report on Form 10-K for the year ended December 31, 2018, as well as any cautionary language in this Form 10-Q, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You should be aware that the occurrence of any of the events described in these risk factors and elsewhere in this Form 10-Q could materially and adversely affect our business.

Summary of Operations

We are primarily engaged in the development and sale of biometrics products and services for use by our customers to identify or authenticate people. Our software products are used in government and commercial biometrics systems to identify or authenticate people. Principal government applications of biometrics systems include border control, visitor screening, law enforcement, national defense, intelligence, secure credentialing, access control, and background checks. Principal commercial applications include: i) user authentication for login and access 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) screening and background checks of prospective employees and customers. We sell our software and services globally through systems integrators and OEMs, 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 use revenue and results of operations to summarize financial results as we believe these measurements are the most meaningful way to understand our operating performance.

Revenue and operating loss for the three months ended September 30, 2019 were $3.0 million and $1.2 million, respectively. These results compared to revenue of $5.4 million and operating income of $1.1 million in the three months ended September 30, 2018. Lower revenue and higher operating loss in the current three month period were primarily due to lower biometrics software license sales, which was partially offset by higher imaging license sales.

Revenue and operating loss for the nine months ended September 30, 2019 were $9.8 million and $2.4 million, respectively. These results compared to revenue of $12.1 million and operating income of $38,000 in the nine months ended September 30, 2018. Lower revenue and higher operating loss in the nine month period were primarily due to: i) lower biometrics software license sales; ii) lower imaging software license sales, and iii) higher total costs and expenses. This was partially offset by higher biometrics services revenue.

These and all other financial results are discussed in more detail in the results of operations section that follows.

Results of Operations

Software licenses. Software licenses consist 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 decreased 67% from $3.4 million in the three months ended September 30, 2018 to $1.1 million in the same three month period in 2019. As a percentage of total revenue, software license revenue decreased from 64% in the third quarter of 2018 to 38% in the current year quarter. The $2.3 million decrease in software license revenue was due to a $2.6 million decrease in biometrics software license sales, which was partially offset by a $261,000 increase in imaging software license sales. The reasons for the changes in biometrics and imaging software license sales were:

Biometrics software licenses – Biometrics software license sales were $0.7 million in the third quarter of 2019 versus $3.3 million in the same quarter last year. The dollar decrease was primarily due to: i) a software license agreement we entered into with a large commercial customer in the third quarter of 2018, whereas we had no such license sale in the third quarter of 2019, and ii) to a lesser extent lower revenue from the software license agreement we entered into with a systems integrator in the second quarter of 2018. This was partially offset by higher software license sales to other customers. In the third quarter of 2019, we recognized $77,000 of software license revenue from the software license agreement with the systems integrator. We also provide engineering services to this systems integrator pursuant to this arrangement. We expect our development effort on this project to continue for approximately the next two quarters.

ii)

Imaging software licenses – Imaging software license sales were $0.4 million in the third quarter of 2019 versus $0.1 million in the same quarter last year. The dollar increase was primarily due to imaging sales to two customers in the third quarter of 2019, whereas we had no such sales in the corresponding period of 2018.

Software license revenue decreased 41% from $6.6 million in the nine months ended September 30, 2018 to $3.9 million in the same nine month period in 2019. As a percentage of total revenue, software license revenue decreased from 55% in the first nine months of 2018 to 40% in the current year nine month period. The $2.7 million decrease in software license revenue was due to a $2.6 million decrease in biometrics software license sales and a $176,000 decrease in imaging software license sales. The reasons for the changes in imaging and biometrics software license sales were:

Biometrics software licenses – Biometrics software license sales were $3.2 million in the first nine months of 2019 versus $5.7 million in the same nine month period last year. The dollar decrease was primarily due to: i) a software license agreement we entered into with a large commercial customer in the third quarter of 2018, whereas we had no such license sale in the first nine months of 2019, and ii) to a lesser extent lower revenue from the software license agreement we entered into with a systems integrator in the second quarter of 2018. This was partially offset by higher software license sales to other customers.

ii)	Imaging software licenses – Imaging software license sales were $0.7 million in the first nine months of 2019 versus $0.8 million in the same period last year. The dollar decrease was primarily due to lower imaging license sales to our systems integrator customers in the first nine months of 2019.

As described in the strategy section of our Form 10-K for the year ended December 31, 2018, our market strategy is to continue to focus on our legacy government biometrics markets and expand into new commercial biometrics markets. We are unable to predict future revenue from commercial markets as these are emerging markets.

Software maintenance. Software maintenance 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 was $1.3 million for both the three months ended September 30, 2018 and 2019. As a percentage of total revenue, software maintenance revenue increased from 24% in the third quarter of 2018 to 43% in the current year quarter.

Software maintenance revenue was $4.0 million for both the nine months ended September 30, 2018 and 2019. As a percentage of total revenue, software maintenance increased from 33% in the first nine months of 2018 to 41% in the corresponding period of 2019.

Services. Services consist 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 revenue decreased from $0.7 million in the three months ended September 30, 2018 to $0.6 million in the same three month period in 2019. As a percentage of total revenue, services revenue increased from 12% in the third quarter of 2018 to 19% in the current year quarter.

For the three month period ended September 30, 2019, the dollar decrease in services revenue was primarily due to lower services revenue in the current year quarter related to the software license agreement we entered into with a systems integrator in the second quarter of 2018 for a large project. This decrease was partially offset by higher services revenue from other service customers.

Services revenue increased 29% from $1.5 million in the nine months ended September 30, 2018 to $1.9 million in the same nine month period in 2019. As a percentage of total revenue, services revenue increased from 12% in the first nine months of 2018 to 20% in the corresponding period of 2019.

For the nine month period ended September 30, 2019, the dollar increase in services revenue was primarily due to higher 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, and higher services revenue from other service customers.

We expect our development effort on this large project to continue for approximately the next two quarters.

Services backlog was $0.3 million as of September 30, 2019.

Cost of software licenses. Cost of software licenses consists primarily of the cost of third party software included in certain software products delivered to the U.S. Navy (the “Navy”).

Cost of software licenses decreased from $20,000 in the three and nine months ended September 30, 2018 to zero in the same three and nine month periods in 2019. The dollar decrease in cost of software licenses was primarily due to no sales of software to the Navy in 2019.

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 17% from $320,000 in the three months ended September 30, 2018 to $267,000 in the same three month period in 2019. Cost of services as a percentage of services decreased from 49% in the third quarter of 2018 to 46% in the current year quarter, which means that gross margins increased from 51% to 54%. The dollar decrease in cost of services was primarily due to lower service revenue in the third quarter of 2019.

Cost of services increased 49% from $0.7 million in the nine months ended September 30, 2018 to $1.1 million in the same nine month period in 2019. Cost of services as a percentage of services increased from 49% in the first nine months of 2018 to 57% in the corresponding period of 2019, which means that gross margins decreased from 51% to 43%. The dollar increase in cost of services was primarily due to higher service revenue in the first nine months of 2019.

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):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Research and development expense	$	2,071	$	1,816	$	5,922	$	5,579
Cost of services		267		320		1,106		740
Total engineering costs	$	2,338	$	2,136	$	7,028	$	6,319

Research and development expense increased 14% from $1.8 million in the three months ended September 30, 2018 to $2.1 million in 2019. As a percentage of total revenue, research and development expense increased from 34% in 2018 to 69% in 2019.

Research and development expense increased 6% from $5.6 million in the nine months ended September 30, 2018 to $5.9 million in the same nine month period in 2019. As a percentage of total revenue, research and development expense increased from 46% in the first nine months of 2018 to 61% in the corresponding period of 2019.

As the table immediately above indicates, total engineering costs in the third quarter of 2019 increased by $202,000 compared to the same period last year. The spending increase was primarily due to higher spending on third-party development costs and to a lesser extent on higher spending on employee costs and recruiting costs.

Total engineering costs increased by $709,000 for the nine months ended September 30, 2019 as compared to the same period last year. The spending increase was primarily due to higher spending on third-party development costs and to a lesser extent on higher employee costs. The increase was partially offset by lower other costs.

Higher spending on third-party development costs were primarily due to third-party vendors that were engaged to assist in our software development.

We anticipate that we will continue to focus our future research and development activities on enhancing our 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 decreased 28% from $1.3 million in the three months ended September 30, 2018 to $0.9 million in the same three month period of 2019. As a percentage of total revenue, sales and marketing expense increased from 24% in the third quarter of 2018 to 31% in the corresponding period in 2019. The dollar decrease in sales and marketing expense was primarily due to: i) lower sales commissions due to lower revenue, and ii) lower employee costs due to lower headcount. The decrease was partially offset by higher travel costs, and higher advertising and tradeshow costs.

Sales and marketing expense decreased 18% from $3.2 million in the nine months ended September 30, 2018 to $2.7 million in the same nine month period of 2019. As a percentage of total revenue, sales and marketing expense was 27% for the first nine months of 2018 and 2019. The dollar decrease in sales and marketing expense was primarily due to: i) lower sales commissions due to lower revenue, and ii) lower employee costs due to lower headcount.

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 13% from $807,000 in the three months ended September 30, 2018 to $915,000 in the same three month period in 2019. As a percentage of total revenue, general and administrative expense increased from 15% in the third quarter of 2018 to 30% in the corresponding period in 2019. The increase in general and administrative expense was primarily due to higher professional services fees and consulting fees.

General and administrative expense increased 2% from $2.46 million in the nine months ended September 30, 2018 to $2.51 million in the same nine month period in 2019. As a percentage of total revenue, general and administrative expense increased from 20% in the first nine months of 2018 to 26% in the corresponding period in 2019. The increase in general and administrative expense was primarily due to higher professional services fees and consulting fees, which was partially offset by lower stock-based compensation costs.

Patent related income. We entered into an arrangement with an unaffiliated third party in 2010 under which we assigned certain patents in return for royalties on proceeds from patent monetization efforts by the third party. The third party has engaged in various patent monetization activities, including enforcement, litigation and licensing. In the three months ended September 30, 2019, there was no revenue from this arrangement. In the nine months ended September 30, 2019, the third party reported and we recorded $49,000 of income from this arrangement. In the three and nine months ended September 30, 2018, the third party reported and we recorded $1,000 of income from this arrangement. We continue to have a contractual relationship with this third party. However, we are unable to predict how much more income we might receive from this arrangement, if any, because we do not know whether any patent monetization efforts by the third party will be successful.

Interest income. Interest income increased 13% from $224,000 in the three months ended September 30, 2018 to $253,000 in the same three month period in 2019. Interest income increased 37% from $587,000 in the nine months ended September 30, 2018 to $806,000 in the same nine month period in 2019. For the three and nine month periods, the dollar increase in interest income was primarily due to higher interest rates within our money market accounts.

Income taxes. Income tax benefit was $769,000 and $733,000 for the three and nine months ended September 30, 2019, respectively. Income tax benefit for the three and nine month periods ended September 30, 2019 were based on the U.S. statutory rate of 21%, increased by state income taxes, and reduced by permanent adjustments and research tax credits.

Liquidity and Capital Resources

At September 30, 2019, we had cash and cash equivalents of $48.0 million, which represented a decrease of $3.6 million from December 31, 2018. The decrease in cash and cash equivalents was primarily due to the following factors:

Cash used in operations was $2.9 million in the first nine months of 2019. Cash used in operations was primarily the result of $0.9 million of net loss and $2.0 million of changes in assets and liabilities.

Cash used in investing activities was $78,000 in the first nine months of 2019. This cash usage consisted of purchases of property and equipment.

Cash used in financing activities was $651,000 in the first nine months of 2019. Financing activity cash usage was the result of $581,000 used to buy back stock under our stock repurchase program and $92,000 used to pay income taxes for employees who surrendered shares in connection with stock grants. Cash used for these purposes was partially offset by $22,000 of proceeds from our employee stock purchase plan.

While we cannot assure you that we will not require additional financing, or that 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.

Recently Adopted Accounting Pronouncements

None.

ITEM 3:

Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk relates primarily to our investment portfolio, and the effect that changes in interest rates would have on that portfolio. Our investment portfolio at September 30, 2019 consisted of one element:

Cash and cash equivalents. As of September 30, 2019, our cash and cash equivalents of $48.0 million were primarily invested in money market funds. The money market funds were invested in high quality, short term financial instruments. Due to the nature, short duration, and professional management of these funds, we do not expect that a general increase in interest rates would result in any material loss.

We do not use derivative financial instruments for speculative or trading purposes.

ITEM 4:

Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1:

Legal Proceedings

From time to time we are involved in litigation incidental to the conduct of our business. We are not party to any lawsuit or proceeding that, in our opinion, is likely to seriously harm our business.

ITEM 1A:

Risk Factors

The risks described in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2018, could materially and adversely affect our business, financial condition and results of operations. The risk factors discussed in that Form 10-K do not identify all risks that we face because our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. No material change in the risk factors discussed in that Form 10-K has occurred.

ITEM 2:

Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		(d) Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
July 2019		-		-		-		-
August 2019		112,111	$	3.01		112,111		-
September 2019		1,402	$	2.98		1,402	$	9,027,009

(1) On April 24, 2018, we issued a press release announcing that our board of directors had approved the repurchase of up to $10,000,000 of our common stock from time to time through December 31, 2019. During the three months ended September 30, 2019, we purchased 113,513 shares under this plan at an aggregate purchase price of $341,926.

ITEM 4:

Mine Safety Disclosures

Not applicable.

ITEM 6:

Exhibits

(a) Exhibits

Exhibit 10.1*		Employment Agreement between Aware, Inc. and Robert A. Eckel (filed as Exhibit 10.1 to Aware, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2019 and incorporated herein by reference).

Exhibit 10.2*		Performance Share Award Agreement between Aware, Inc. and Robert A. Eckel (filed as Exhibit 10.2 to Aware, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2019 and incorporated herein by reference).

Exhibit 10.3*		Employment Agreement between Aware, Inc. and Kevin T. Russell (filed as Exhibit 10.3 to Aware, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2019 and incorporated herein by reference).

Exhibit 31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101		The following financial statements from Aware, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in XBRL (eXtensible Business Reporting Language), as follows: (i) Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018, (ii) Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and September 30, 2018, (iii) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and September 30, 2018, (iv) Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2019 and September 30, 2018, and (v) Notes to Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AWARE, INC.

Date: November 1, 2019	By:	/s/ Robert A. Eckel
		Robert A. Eckel
		Chief Executive Officer & President


Date: November 1, 2019	By:	/s/ David J. Martin
		David J. Martin
		Chief Financial Officer (Principal Financial and Accounting Officer)