10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File No.: 001-15465

Intellicheck, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	11-3234779
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

535 Broad Hollow Road, Suite B51, Melville, NY 11747

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (516) 992-1900

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 and posted 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 and post such files.) Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 [  ] Non-accelerated filer [  ]
(Do not check if a smaller reporting company) 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]

Number of shares outstanding of the issuer’s Common Stock:

Class	Outstanding at August 13, 2020
Common Stock, $.001 par value	18,330,368

INTELLICHECK, INC.

Index

		Page
PART I – FINANCIAL INFORMATION
	Item 1. Financial Statements
	Balance Sheets – June 30, 2020 (Unaudited) and December 31, 2019	3
	Statements of Operations for the three and six months ended June 30, 2020 and 2019 (Unaudited)	4
	Statements of Stockholders’ Equity for the three months ended June 30, 2020 and 2019 (Unaudited)	5
	Statements of Stockholders’ Equity for the six months ended June 30, 2020 and 2019 (Unaudited)	6
	Statements of Cash Flows for the six months ended June 30, 2020 and 2019 (Unaudited)	7
	Notes to Financial Statements	8
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
	Item 4. Controls and Procedures	23
Part II – OTHER INFORMATION
	Item 1. Legal Proceedings	24
	Item 1A. Risk Factors	24
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
	Item 3. Defaults Upon Senior Securities	24
	Item 4. Mine Safety Disclosures	24
	Item 5. Other Information	24
	Item 6. Exhibits	25
	Signatures	26

Exhibits
31.1	Rule 13a-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a) Certification of Chief Financial Officer
32	18 U.S.C. Section 1350 Certifications
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

2

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

INTELLICHECK, INC.

BALANCE SHEETS

	June 30, 2020			December 31, 2019
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	14,589,615		$	3,350,853
Accounts receivable, net of allowance of $42,055 at June 30, 2020 and December 31, 2019, respectively		1,444,609			1,674,894
Other current assets		492,447			354,349
Total current assets		16,526,671			5,380,096
PROPERTY AND EQUIPMENT, net		172,244			181,731
GOODWILL		8,101,661			8,101,661
INTANGIBLE ASSETS, net		535,081			174,237
OPERATING LEASE RIGHT-OF-USE ASSET		92,187			151,668
OTHER ASSETS		-			7,778
Total assets	$	25,427,844		$	13,997,171
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	139,892		$	95,388
Accrued expenses		1,482,986			1,408,086
Notes payable, current portion		656,775			-
Operating lease liability, current portion		96,651			125,851
Deferred revenue, current portion		527,287			572,391
Total current liabilities		2,903,591			2,201,716
OTHER LIABILITIES:
Deferred revenue, long-term portion		10,486			13,322
Note payable, long-term portion		449,325			-
Operating lease liability, long-term portion		-			32,620
Total liabilities		3,363,402			2,247,658
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS’ EQUITY:
Common stock - $.001 par value; 40,000,000 shares authorized; 18,028,282 and 16,041,650 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively		18,028			16,042
Additional paid-in capital		139,715,197			128,668,583
Accumulated deficit		(117,668,783	)		(116,935,112	)
Total stockholders’ equity		22,064,442			11,749,513
Total liabilities and stockholders’ equity	$	25,427,844		$	13,997,171

See accompanying notes to financial statements.

3

INTELLICHECK, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
REVENUES	$	1,842,195		$	1,557,991		$	4,957,467		$	2,836,985
COST OF REVENUES		(209,945	)		(218,988	)		(902,829	)		(411,285	)
Gross profit		1,632,250			1,339,003			4,054,638			2,425,700
OPERATING EXPENSES
Selling, general and administrative		1,415,336			1,379,368			2,869,891			2,873,078
Research and development		986,312			879,377			1,929,611			1,691,374
Total operating expenses		2,401,648			2,258,745			4,799,502			4,564,452
Loss from operations		(769,398	)		(919,742	)		(744,864	)		(2,138,752	)
OTHER INCOME
Interest and other income		9,125			46,065			11,193			52,084
Net loss	$	(760,273	)	$	(873,677	)	$	(733,671	)	$	(2,086,668	)
PER SHARE INFORMATION
Loss per common share -
Basic/Diluted	$	(0.05	)	$	(0.06	)	$	(0.05	)	$	(0.13	)
Weighted average common shares used in computing per share amounts -
Basic/Diluted		16,377,539			15,742,692			16,265,544			15,691,016

See accompanying notes to financial statements.

4

INTELLICHECK, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Three months ended June 30, 2020
							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders’
	Shares			Amount			Capital			Deficit			Equity
BALANCE, March 31, 2020		16,209,627		$	16,210		$	128,989,744		$	(116,908,510	)	$	12,097,444
Stock-based compensation expense		-			-			103,710			-			103,710
Issuance of common stock, net of costs		1,769,230			1,769			10,567,698			-			10,569,467
Exercise of stock options, net of cashless exercise of 8,958 shares		31,650			32			13,939			-			13,971
Issuance of shares for restricted stock grants		10,325			10			(10	)		-			-
Settlement of executive bonuses with issuance of restricted stock units		9,462			9			53,451			-			53,460
Shares forfeited in exchange for withholding taxes		(2,012	)		(2	)		(13,335	)					(13,337	)
Net loss		-			-			-			(760,273	)		(760,273	)
BALANCE, June 30, 2020		18,028,282		$	18,028		$	139,715,197		$	(117,668,783	)	$	22,064,442

	Three months ended June 30, 2019
					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Equity
BALANCE, March 31, 2019		15,638,765	$	15,639	$	127,660,206		$	(115,599,392	)	$	12,076,453
Stock-based compensation expense		-		-		73,042			-			73,042
Exercise of stock options, net of cashless exercise of 21,864 shares		58,008		58		63,192			-			63,250
Exercise of stock options		-		-		-			-			-
Exercise of warrants		92,856		93		204,190			-			204,283
Issuance of shares for restricted stock grants		2,000		2		(2	)		-			-
Net loss		-		-		-			(873,677	)		(873,677	)
BALANCE, June 30, 2019		15,791,629	$	15,792	$	128,000,628		$	(116,473,069	)	$	11,543,351

See accompanying notes to financial statements.

5

INTELLICHECK, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Six months ended June 30, 2020
							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders’
	Shares			Amount			Capital			Deficit			Equity
BALANCE, December 31, 2019		16,041,650		$	16,042		$	128,668,583		$	(116,935,112	)	$	11,749,513
Stock-based compensation expense		-			-			189,752			-			189,752
Issuance of common stock, net of costs		1,769,230			1,769			10,567,698			-			10,569,467
Exercise of stock options, net of cashless exercise of 11,409 shares		146,957			147			139,111			-			139,258
Exercise of warrants		50,000			50			109,950			-			110,000
Issuance of shares for restricted stock grants		12,995			13			(13	)		-			-
Settlement of executive bonuses with issuance of restricted stock units		9,462			9			53,451			-			53,460
Shares forfeited in exchange for withholding taxes		(2,012	)		(2	)		(13,335	)		-			(13,337	)
Net loss		-			-			-			(733,671	)		(733,671	)
BALANCE, June 30, 2020		18,028,282		$	18,028		$	139,715,197		$	(117,668,783	)	$	22,064,442

	Six months ended June 30, 2019
					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Equity
BALANCE, December 31, 2018		15,638,765	$	15,639	$	127,290,467		$	(114,386,401	)	$	12,919,705
Stock-based compensation expense		-		-		442,781			-			442,781
Exercise of stock options, net of cashless exercise of 21,864 shares		58,008		58		63,192			-			63,250
Exercise of warrants		92,856		93		204,190			-			204,283
Issuance of shares for restricted stock grants		2,000		2		(2	)		-			-
Net loss		-		-		-			(2,086,668	)		(2,086,668	)
BALANCE, June 30, 2019		15,791,629	$	15,792	$	128,000,628		$	(116,473,069	)	$	11,543,351

See accompanying notes to financial statements.

6

INTELLICHECK, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended June 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(733,671	)	$	(2,086,668	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		80,756			123,492
Stock-based compensation expense		189,752			442,781
Changes in assets and liabilities:
Decrease (increase) in accounts receivable		230,285			(170,282	)
(Increase) in other current assets		(159,797	)		(49,833	)
Decrease in other assets		7,778			1,964
Increase in accounts payable and accrued expenses		170,524			149,634
(Decrease) in deferred revenue		(47,940	)		(7,918	)
Net cash used in operating activities		(262,313	)		(1,596,830	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of software license		(100,000	)		-
Capital expenditures		(32,114	)		(6,529	)
Collection of note receivable		21,699			20,850
Net cash (used in) provided by investing activities		(110,415	)		14,321
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock		10,569,467			-
Loan proceeds on unsecured promissory note		806,100			-
Net proceeds from issuance of common stock from exercise of stock options		139,258			63,250
Proceeds from issuance of common stock from exercise of warrants		110,000			204,283
Withholding taxes paid on vesting of restricted stock units		(13,335	)		-
Net cash provided by financing activities		11,611,490			267,533
Net increase (decrease) in cash		11,238,762			(1,314,976	)
CASH, beginning of period		3,350,853			4,376,017
CASH, end of period	$	14,589,615		$	3,061,041
Supplemental disclosure of noncash investing and financing activities:
Note payable for software license	$	300,000		$	-
Settlement of executive bonuses with restricted stock units	$	53,460		$	-

See accompanying notes to financial statements.

7

INTELLICHECK, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. NATURE OF BUSINESS

Business

Intellicheck, Inc. (the “Company” or “Intellicheck”) is a prominent technology company that is engaged in developing, integrating and marketing identity authentication and threat identification solutions to address challenges that include bank and retail fraud prevention, law enforcement threat identification, and mobile and handheld access control and security for the government, military and commercial markets. Intellicheck’s products include Retail ID®, a solution for preventing fraud in the retail and banking industry; Age ID®, a smartphone or tablet-based solution for preventing sale of age-restricted products to minors; and Defense ID®, a mobile and fixed infrastructure solution for threat identification, identity authentication and access control to military bases and other government facilities.

Intellicheck continues to develop and release innovative products based upon its rich patent portfolio consisting of twenty issued patents and four pending patents.

Liquidity

For the six months ended June 30, 2020, the Company incurred a net loss of $733,671 and used cash in operations of $262,313. As of June 30, 2020, the Company had cash of $14,589,615, working capital of $13,623,080 and an accumulated deficit of $117,668,783. On June 23, 2020, the Company completed a public offering of 1,769,230 shares of its common stock, offered to the public at $6.50 per share resulting in net proceeds to the Company of approximately $10,570,000 after deducting underwriters discounts and commissions paid by the Company and after deducting direct offering costs. Intellicheck intends to use these net proceeds for general corporate purposes and working capital. This public offering is referenced in Note 8. Based on the Company’s business plan and cash resources, Intellicheck expects its existing and future resources and revenues generated from operations to satisfy its working capital requirements for at least the next 12 months.

As of the filing of this Form 10-Q, the COVID-19 pandemic has impacted the Company’s business and will likely continue to impact its business directly and/or indirectly for the foreseeable future. The Company is unable to accurately predict the full impact that the COVID-19 pandemic will have on its results of operations or financial condition due to numerous factors that are not within its control, including the duration and severity of the outbreak.

See Part II, Item 1A for more information.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America for complete financial statements. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments necessary for a fair presentation of the Company’s financial position at June 30, 2020 and the results of operations, stockholders’ equity and cash flows for the six months ended June 30, 2020 and 2019. All such adjustments are of a normal and recurring nature. Interim financial statements are prepared on a basis consistent with the Company’s annual financial statements. Results of operations for the six-month period ended June 30, 2020, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2020.

8

The balance sheet as of December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements.

References in this Quarterly Report on Form 10-Q to “authoritative guidance” is to the Accounting Standards Codification issued by the Financial Accounting Standards Board (“FASB”).

For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” as part of its initiative to reduce complexity in the accounting standards. The standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies and simplifies other aspects of the accounting for income taxes. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its financial statements.

Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Company’s financial statements and accompanying notes. Significant estimates and assumptions that affect amounts reported in the financial statements include impairment consideration and valuation of goodwill and intangible assets, deferred tax valuation allowances, and the fair value of stock options granted under the Company’s stock-based compensation plans. Due to the inherent uncertainties involved in making estimates, actual results reported in future periods may be different from those estimates.

Allowance for Doubtful Accounts

The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical experience, the age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions and other factors that may affect customers’ ability to pay.

Goodwill

Goodwill represents the excess of acquisition cost over the fair value of net assets acquired in business combinations. Pursuant to ASC Topic 350, the Company tests goodwill for impairment on an annual basis in the fourth quarter (December 31, 2020), or between annual tests, in certain circumstances. Under authoritative guidance, the Company first assessed qualitative factors to determine whether it was necessary to perform the two-step quantitative goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price. There were no impairment charges recognized during the six months ended June 30, 2020 and 2019.

9

Intangible Assets

Intangible assets include patents, copyrights, intellectual property rights and licensed software. The Company uses the straight-line method to amortize these assets over their estimated useful lives. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable in accordance with ASC Topic 360. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows, without interest charges, will be less than the carrying amount of the assets. There were no impairment charges recognized during the six months ended June 30, 2020 and 2019.

Income Taxes

The Company accounts for income taxes under in accordance with ASC Topic 740, “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using expected tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company has recorded a full valuation allowance for its net deferred tax assets as of June 30, 2020 and December 31, 2019, due to the uncertainty of the realizability of those assets.

Fair Value of Financial Instruments

The Company adheres to the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”. This pronouncement requires that the Company calculate the fair value of financial instruments and include this additional information in the notes to financial statements when the fair value is different than the book value of those financial instruments. The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses and notes payable. As of June 30, 2020 and December 31, 2019, the carrying value of the Company’s financial instruments approximated fair value, due to their short-term nature.

Revenue Recognition and Deferred Revenue

General

The majority of license fees and services revenue are generated from fixed-price and per-scan contracts. Under the per-scan revenue model, customers are charged a fee each time the customer scans an identity document, such as a driver’s license, with the Company’s software. Under the fixed-price revenue model customers are charged a fixed monthly fee either per device or physical business location to access the Company’s software. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company measures revenue based on the consideration specified in a customer arrangement, and revenue is recognized when the performance obligations in an arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as they are performed. Substantially all customer contracts provide that the Company is compensated for services performed to date.

Invoicing is based on schedules established in customer contracts. Payment terms are generally established from 30 to 60 days from the invoice date. Product returns are recorded as a reduction to revenue.

Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. Revenues are recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Furthermore, the Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.

10

Nature of goods and services

The following is a description of the products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each:

Software as a Service (SaaS)

Software as a service (SaaS) for hosted subscription services and licensed software allows customers to access a set of data for a predetermined period of time. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the revenue should be recognized over time based on the usage of the hosted subscription services and licensed software, which can vary from month to month. The revenue is typically based either on a formula such as number of locations using the service in a given month multiplied by a fee per location or the number of actual scans in a given month multiplied by a set price per scan based on the contract with the customer.

Other Subscription and Support Services

The Company also recognizes revenues from other subscription and support services, which includes jurisdictional updates to certain commercial customers and support services particularly to its Defense ID® customers. These subscriptions require continuing service or post contractual customer support and performance. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the revenue should be recognized over time based on usage, which can vary from month to month. The revenue is typically based on a formula such as number of locations in a given month multiplied by a fee per location.

Equipment Revenue

Revenue from the sale of equipment is recognized at a point in time. The point in time that the revenue is recognized is when the customer has control of the equipment which is when the customer receives the benefit and the Company’s performance obligation has been satisfied. Depending on the contract terms, that could either be at the time the equipment is shipped or at the time the equipment is received.

Non-Recurring Services Revenue

The non-recurring services include items such as training, installation, customization, and configuration. The Company recognizes revenue from non-recurring services contracts ratably over the service contract period as the customer consumes the benefit as it is provided and the Company’s performance obligation has been satisfied.

Extended Warranty

Extended warranty revenues are generated when a warranty is provided to the customer separately of other performance obligations when the equipment is sold. As the customer obtains access at a point in time and continues to have access for the remainder of the warranty term, the customer is considered to simultaneously receive and consume the benefits provided by the Company’s performance as the Company performs. The related revenue is recognized ratably over the specified term of the warranty period. The extended warranty is separate to the Company’s standard warranty of usually one year that it receives from its vendor.

11

Disaggregation of revenue

In the following tables, revenue is disaggregated by product and service and the timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue.

	For the Three Months Ended June 30,
	2020		2019
Products and services
Software as a Service (SaaS)	$	1,671,350	$	1,120,658
Other subscription and support services		70,703		156,306
Equipment		51,754		71,109
Non-recurring services		41,450		190,902
Extended warranties on equipment		5,845		17,641
Other		1,093		1,375
	$	1,842,195	$	1,557,991
Timing of revenue recognition
Products transferred at a point in time	$	52,847	$	72,483
Services transferred over time		1,789,348		1,485,508
	$	1,842,195	$	1,557,991

	For the Six Months Ended June 30,
	2020		2019
Products and services
Software as a Service (SaaS)	$	3,909,769	$	1,981,907
Other subscription and support services		149,934		424,476
Equipment		835,547		187,521
Non-recurring services		41,450		198,045
Extended warranties on equipment		12,175		38,319
Other		8,592		6,717
	$	4,957,467	$	2,836,985
Timing of revenue recognition
Products transferred at a point in time	$	844,139	$	194,238
Services transferred over time		4,113,328		2,642,747
	$	4,957,467	$	2,836,985

Contract balances

The current portion of deferred revenue at June 30, 2020 and December 31, 2019 was $527,281 and $572,391, respectively, and primarily consists of revenue that is recognized over time for software license contracts and hosted subscription services. The changes in these balances are related to the satisfaction or partial satisfaction of these contracts. Of this balance, at December 31, 2019, $154,991 and $458,502 was recognized as revenue for the three and six months ended June 30, 2020, respectively. The long-term portion of deferred revenue was $10,486 and $13,322 as of June 30, 2020 and December 31, 2019, respectively.

The Company did not recognize any material revenue in the current reporting period for performance obligations that were fully satisfied in previous periods.

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Transaction price allocated to the remaining performance obligations

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period:

	Remainder
	2020		2021		2022		Total
Software as a Service (SaaS)	$	374,555	$	98,252	$	-	$	472,807
Other subscription and support services		34,084		9,624		3,252		46,960
Extended warranties on equipment		8,493		7,880		1,633		18,006
	$	417,132	$	115,756	$	4,885	$	537,773

All consideration from contracts with customers is included in the amounts presented above.

Business Concentrations and Credit Risk

During the three and six month periods ended June 30, 2020, the Company made sales to four customers that accounted for approximately 44% and 54% of total revenues, respectively. The revenue was associated with commercial identity sales customers. These customers represented 37% of total accounts receivable at June 30, 2020. During the three and six month periods ended June 30, 2019, the Company made sales to three customers that accounted for approximately 39% and 33% of total revenues, respectively. The revenue was associated with commercial identity sales customers.

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock and potentially dilutive common stock equivalents outstanding during the period. The dilutive effect of outstanding options, warrants and restricted stock is reflected in diluted earnings per share by application of the treasury stock method. The calculation of diluted net loss per share excludes all anti-dilutive shares.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Numerator:
Net Loss	$	(760,273	)	$	(873,677	)	$	(733,671	)	$	(2,086,668	)
Denominator:
Weighted average common shares –
Basic/Diluted		16,377,539			15,742,692			16,265,544			15,691,016
Net Loss per share –
Basic/Diluted	$	(0.05	)	$	(0.06	)	$	(0.05	)	$	(0.13	)

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The following table summarizes the common stock equivalents excluded from loss per diluted share because their effect would be anti-dilutive due to the net loss:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Stock options		1,263,257		1,436,323		1,263,257		1,436,323
Warrants		13,430		290,644		13,430		290,644
Restricted stock		7,284		3,799		7,284		3,799
		1,283,971		1,730,766		1,283,971		1,730,766

3. INTANGIBLE ASSETS

The changes in the carrying amount of intangible assets for the six months ended June 30, 2020 were as follows:

Net balance at December 31, 2019	$	174,237
Addition: Acquisition of software license		400,000
Deduction: Amortization expense		(39,156	)
Net balance at June 30, 2020	$	535,081

The following summarizes amortization of intangible assets included in the accompanying statements of operations:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Cost of sales	$	23,676	$	32,374	$	34,019	$	64,748
General and administrative		2,569		6,877		5,137		13,755
	$	26,245	$	39,251	$	39,156	$	78,503

4. DEBT

Revolving Line of Credit

On February 6, 2019, the Company entered into a revolving credit facility with Citibank that allows for borrowings up to the lesser of (i) $2,000,000 or (ii) the collateralized balance in the Company’s existing fixed income investment account with Citibank subject to certain limitations. The facility bears interest at a rate consistent of Citibank’s Base Rate (4.75% at June 30, 2020) minus 2%. Interest is payable monthly and as of June 30, 2020, there were no amounts outstanding and unused availability under this facility was $2,000,000.

Note Payable on Software License Agreement

On February 26, 2020, the Company entered into a license agreement with a third party (the “Licensor”) to purchase certain intellectual property rights and licensed software subject to certain restrictions. The purchase price of this license totaled $400,000 which the Company paid an initial fee of $100,000 and has an obligation to pay the Licensor $300,000 which was paid to the Licensor on July 31, 2020.

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Promissory Note

On April 9, 2020 the Company entered into an unsecured promissory note in the amount of $796,100 (the “Note”) with First Bank (the “Loan Servicer”) under the Paycheck Protection Program (“PPP”) administered by the U.S. Small Business Administration and established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company received these proceeds on April 14, 2020 plus an additional $10,000 advance under the Economic Injury Disaster Loan program on April 15, 2020. Under the terms of the Note, the Company can apply for forgiveness on this Note with the Loan Servicer if certain conditions including the use of the Note proceeds are met over a 24-week period commencing from the date of the Note. The Note has an interest rate of 1% and must be repaid within two years from the date of the Note. The Company has not imputed interest on the Note as the rate is determined to be a below-market rate due to the scope exception in ASC 835-30-15-3(e) for government-mandated interest rates. If all or a portion of the PPP loan is ultimately forgiven, the Company will record income from the extinguishment of its obligation when it is legally released from being the primary obligor in accordance with ASC 405-20-40-1. At June 30, 2020, the total promissory note was $806,100, of which $356,775 and $449,325 is included in Notes payable, current portion and Note payable, long-term portion, respectively, on the Balance Sheets.

5. ACCRUED EXPENSES

Accrued expenses are comprised of the following:

	June 30, 2020		December 31, 2019
Professional fees	$	255,211	$	171,331
Payroll and related		616,841		544,441
Incentive bonuses		566,236		632,105
Other		44,698		60,209
	$	1,482,986	$	1,408,086

6. INCOME TAXES

The Company’s available net operating loss (“NOL”) at December 31, 2019 was approximately $17 million. The federal and state NOLs incurred in all years through 2017 are available to offset future taxable income and expire from 2020 through 2039 if not utilized. The 2018 and 2019 gross NOLs incurred for the years ended December 31, 2018 and 2019 was approximately $4 million and $2 million, respectively, which can be utilized at 80% with no expiration. The Company has a full valuation allowance on its deferred tax assets since management continues to believe that it is more likely than not that these assets will not be realized.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic. The Cares Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The change in the law will not have any material cash benefit for the Company.

7. SHARE BASED COMPENSATION

The Company accounts for the issuance of equity awards to employees in accordance with ASC Topic 718, which requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. This pronouncement establishes fair value as the measurement objective in accounting for share based payment arrangements and requires all companies to apply a fair value based measurement method in accounting for all share based payment transactions with employees. All stock-based compensation is included in operating expenses for the periods as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Compensation cost recognized:
Selling, general & administrative	$	96,958	$	66,289	$	176,247	$	432,812
Research & development		6,752		6,753		13,505		9,969
	$	103,710	$	73,042	$	189,752	$	442,781

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Stock Options

The Company uses the Black-Scholes option pricing model to value the options. The table below presents the weighted average expected life of the options in years. The expected life computation is based on the time to option expiration. Volatility is determined using changes in historical stock prices. The interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant.

Stock option activity under the 2006 and 2015 Stock Option Plans (collectively, the “Plans”) during the periods indicated below were as follows:

	Number of Shares Subject to Issuance			Weighted-average Exercise Price		Weighted-average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2019		1,421,623		$	1.78		1.96 years	$	8,113,777
Exercised		(158,366	)		1.28
Outstanding at June 30, 2020		1,263,257			1.85		1.63 years	$	7.206,056
Exercisable at June 30, 2020		972,425			1.60		1.09 years	$	5,790,302

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had they all exercised their options on June 30, 2020. This amount changes based upon the fair market value of the Company’s stock.

Restricted Stock Units

The Company issues Restricted Stock Units (“RSUs”) which are equity-based instruments that may be settled in shares of common stock of the Company. During the six months ended June 30, 2020, the Company issued RSUs to its officers as part of their 2019 annual bonuses and to certain directors as compensation. RSU agreements can vest immediately or with the passage of time. The vesting of all RSUs is contingent on continued board and employment services.

The compensation expense incurred by the Company for RSUs is based on the closing market price of the Company’s common stock on the date of grant and is amortized ratably on a straight-line basis over the requisite service period and charged to general and administrative expense with a corresponding increase to additional paid-in capital.

	Number of Shares			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding at December 31, 2019		2,670		$	7.49	$	-
Granted		27,071			5.30
Vested and settled in shares		(22,457	)		4.83
Outstanding at June 30, 2020		7,284		$	7.55	$	-

As of June 30, 2020, there was $385,358 of total unrecognized compensation cost, net of estimated forfeitures, related to all unvested stock options and restricted stock units, which is expected to be recognized over a weighted average period of approximately 2.43 years.

The Company had 1,268,467 shares available for future grants under the Plans at June 30, 2020.

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Warrants

All previously granted warrants were issued with an exercise price that was equal to or above the fair market value of the Company’s common stock on the date of grant. As of June 30, 2020, the Company had 13,430 warrants outstanding with an exercise price of $2.20 which are exercisable through 2021. During the six months ended June 30, 2020, there were 50,000 warrants exercised at an exercise price of $2.20 per share.

8. COMMON STOCK

On June 23, 2020, the Company completed a public offering of 1,769,230 shares of its common stock, offered to the public at $6.50 per share. Net proceeds to the Company from this offering were approximately $10,710,000 after deducting underwriting discounts and commissions paid by the Company. Direct offering costs totaling approximately $141,000 were recorded as a reduction to the net proceeds and included in additional paid-in-capital on the statement of stockholders’ equity.

9. LEGAL PROCEEDINGS

The Company is not aware of any infringement by the Company’s products or technology on the proprietary rights of others.

The Company is not currently involved in any legal or regulatory proceeding, or arbitration, the outcome of which is expected to have a material effect on its business.

10. COMMITMENTS AND CONTINGENCIES

The Company leases offices in Melville, New York which require monthly payments of $10,334 and expires March 31, 2021 under an operating lease. The Company determines if an arrangement is a lease at inception. The arrangement is a lease if it conveys the right to the Company to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. This operating lease is included in Operating Lease Right-of-Use (ROU) Asset, Operating Lease Liability, current portion and Operating Lease Liability, long-term portion on the Balance Sheets. The Company recognizes rent and utilities expense for this lease on a straight-line basis over the lease term. ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s lease does not provide an implicit rate, it uses its incremental borrowing rate of 5% based on the commencement date in determining the present value of these lease payments. The Company gives consideration to instruments with similar characteristics when calculating this incremental borrowing rate. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Rent expense which includes utilities was $31,404 and $62,808 for the three and six months ended June 30, 2020, respectively and cash payments for rent and utilities was $32,892 and $64,826 for the three and six months ended June 30, 2020, respectively. Rent expense which includes utilities was $31,404 and $62,808 for the three six months ended June 30, 2019, respectively and cash payments for rent and utilities was $32,244 and $63,248 for the three and six months ended June 30, 2019, respectively.

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

References made in this Quarterly Report on Form 10-Q to “we,” “our,” “us,” “Intellicheck,” or the “Company,” refer to Intellicheck, Inc.

The following discussion and analysis of our financial condition and results of operations constitutes management’s review of the factors that affected our financial and operating performance for the six-month period ended June 30, 2020. This discussion should be read in conjunction with the financial statements and notes thereto contained elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2019.

Overview

We are a prominent technology company that is engaged in developing, integrating and marketing identity authentication and threat identification solutions to address challenges that include bank and retail fraud prevention, law enforcement threat identification, and mobile and handheld access control and security for the government, military and commercial markets. Our products include Retail ID®, a solution for preventing fraud in the retail industry; Age ID®, a smartphone or tablet-based solution for preventing sale of age-restricted products to minors, and Defense ID®, a mobile and fixed infrastructure solution for threat identification, identity authentication and access control to military bases and other government facilities.

Critical Accounting Policies and the Use of Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Significant estimates and assumptions that affect amounts reported in the financial statements include impairment consideration and valuation of goodwill and intangible assets, deferred tax valuation allowances, allowance for doubtful accounts and the fair value of stock options granted under the Company’s stock-based compensation plans. Due to the inherent uncertainties involved in making estimates, actual results reported in future periods may be different from those estimates.

We believe that there are several accounting policies that are critical to understanding our historical and future performance, as these policies affect the reported amounts of revenue and the more significant areas involving management’s judgments and estimates. These significant accounting policies relate to revenue recognition, stock-based compensation, deferred taxes goodwill and intangible asset valuation and impairment, and commitments and contingencies. These policies and our procedures related to these policies are described in detail below.

Goodwill

The excess of the purchase consideration over the fair value of the assets of acquired businesses is considered goodwill. Under authoritative guidance, purchased goodwill is not amortized, but rather it is periodically reviewed for impairment. We had goodwill of $8,101,661 as of June 30, 2020. This goodwill resulted from the acquisitions of Mobilisa, Inc. and Positive Access Corporation. These entities were merged into one company under Intellicheck on December 31, 2018.

For the year ended December 31, 2019, we performed our annual impairment test of goodwill in the fourth quarter. Under authoritative guidance, we can use industry and Company specific qualitative factors to determine whether it is more likely than not that impairment exists, before using a two-step quantitative analysis. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price. We performed the first step of the goodwill impairment test in order to identify potential impairment by comparing our fair value of the Company to our carrying amount, including goodwill. The fair value was determined using the weighting of certain valuation techniques, including both income and market approaches which include a discounted cash flow analysis, an estimation of an implied control premium, in addition to our market capitalization on the measurement date. The implied control premium selected was developed based on certain observable market data of comparable companies. The market capitalization is sensitive to the volatility of our stock price. Although we believe that the factors considered in the impairment analysis are reasonable, changes in any one of the assumptions used could have produced a different result which may have led to an impairment charge. Any future impairment loss could have a material adverse effect on our long-term assets and operating expenses in the period in which impairment is determined to exist.

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For the year ended December 31, 2019, we determined that the fair value was more than our carrying amount and therefore the second step of the goodwill impairment test was not required.

We determined that no events occurred or circumstances changed during the six months ended June 30, 2020 that would more likely than not reduce the fair value of the Company below its carrying amounts. We will, however, continue to monitor our stock price and operations for any potential indicators of impairment. We will conduct the 2020 annual test for goodwill impairment in the fourth quarter, or at such time where an indicator of impairment appears to exist.

Intangible Assets

Our intangible assets consist of patents and a software license. We determined that no events occurred or circumstances changed during the six months ended June 30, 2020 that would more likely than not reduce our intangible assets below our carrying amounts. We will, however, continue to monitor any potential indicators of impairment.

Revenue Recognition and Deferred Revenue

The majority of license fees and services revenue are generated from a combination of fixed-price and per-scan contracts. Under the per-scan revenue model, customers are charged a fee each time the customer scans an identity document, such as a driver’s license, with our software. Under the fixed-price revenue model customers are charged a fixed monthly fee either per device or physical business location to access our software. In certain instances, customization services are determined to be essential to the functionality of the delivered software. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration expected to be received in exchange for those goods or services. We measure revenue based on the consideration specified in a customer arrangement, and revenue is recognized when the performance obligations in an arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Customers typically receive the benefit of our services as they are performed. Substantially all customer contracts provide that we are compensated for services performed to date.

Invoicing is based on schedules established in customer contracts. Payment terms are generally established from 30 to 60 days from the invoice date. Product returns are recorded as a reduction to revenue.

Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. Revenues are recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Furthermore, we recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer.

Stock-Based Compensation

We account for the issuance of equity awards to employees in accordance with ASC Topic 718, which requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. This pronouncement establishes fair value as the measurement objective in accounting for share based payment arrangements and requires all companies to apply a fair value based measurement method in accounting for all share based payment transactions with employees.

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Deferred Income Taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carry forwards. Deferred tax assets and liabilities are measured using expected tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. We have recorded a full valuation allowance for our net deferred tax assets as of June 30, 2020, due to the uncertainty of our ability to realize those assets.

Commitments and Contingencies

We are not currently involved in any legal or regulatory proceeding, or arbitration, the outcome of which is expected to have a material adverse effect on our business.

The above listing is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles, with no need for management’s judgment in their application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result.

Results of Operations (All figures have been rounded to the nearest $1,000)

Comparison of the three months ended June 30, 2020 to the three months ended June 30, 2019

Revenues for the three months ended June 30, 2020 increased 18% to $1,842,000 compared to $1,558,000 for the previous year. The increase in revenues in the three months ended June 30, 2020 is primarily the result of higher commercial revenues. Software as a Service (“SaaS”) revenue, which consists of software licensed on a subscription basis, increased $550,000 or 49% to $1,671,000 for the three months ended June 30, 2020 compared to $1,121,000 for the three months ended June 30, 2019. The increase is primarily a result of the continued growth we are experiencing in the Financial Services and Retail verticals.

Gross profit increased by $293,000 to $1,632,000 for three months ended June 30, 2020 from $1,339,000 for the three months ended June 30, 2019. Our gross profit, as a percentage of revenues, was 88.6% and 85.9% for the three months ended June 30, 2020 and 2019, respectively. The increase in percentage is primarily due to continued growth of our SaaS revenue.

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Operating expenses, which consist of selling, general and administrative and research and development expenses, increased $143,000 or 6% to $2,402,000 for the three months ended June 30, 2020 compared to $2,259,000 for the three months ended June 30, 2019. This increase is primarily due to higher personnel costs and accrued incentive plans.

Interest and other income was insignificant in the three month periods ended June 30, 2020 and 2019.

We have incurred net losses to date; therefore, we have paid nominal income taxes.

As a result of the factors noted above, the Company generated a net loss of $760,000 for the three months ended June 30, 2020 compared to a net loss of $874,000 for the three months ended June 30, 2019.

Comparison of the six months ended June 30, 2020 to the six months ended June 30, 2019

Revenues for the six months ended June 30, 2020 increased 75% to $4,957,000 compared to $2,837,000 for the previous year. The increase in revenues in the six months ended June 30, 2020 is primarily the result of higher commercial revenues. SaaS revenue increased $1,928,000 or 97% to $3,910,000 for the six months ended June 30, 2020 compared to $1,982,000 for the six months ended June 30, 2019. The increase is primarily a result of the continued growth we are experiencing in the Financial Services and Retail verticals.

Gross profit increased by $1,629,000 to $4,055,000 for six months ended June 30, 2020 from $2,426,000 for the six months ended June 30, 2019. Our gross profit, as a percentage of revenues, was 81.8% and 85.5% for the six months ended June 30, 2020 and 2019, respectively. The decrease in percentage is primarily due to an increase in hardware sales which contain lower than usual margins.

Operating expenses, which consist of selling, general and administrative and research and development expenses, increased $236,000 or 5% to $4,800,000 for the six months ended June 30, 2020 compared to $4,564,000 for the six months ended June 30, 2019. This increase is primarily due to higher personnel costs and accrued incentive plans offset by lower stock-based compensation costs.

Interest and other income was insignificant in the six month periods ended June 30, 2020 and 2019.

We have incurred net losses to date; therefore, we have paid nominal income taxes.

As a result of the factors noted above, the Company generated a net loss of $734,000 for the six months ended June 30, 2020 compared to a net loss of $2,087,000 for the six months ended June 30, 2019.

Liquidity and Capital Resources (All figures have been rounded to the nearest $1,000)

As of June 30, 2020, we had cash of $14,590,000, working capital (defined as current assets minus current liabilities) of $13,623,000, total assets of $25,428,000 and stockholders’ equity of $22,064,000.

During the six months ended June 30, 2020, we used net cash of $262,000 in operating activities as compared to net cash used of $1,597,000 in the six months ended June 30, 2019. Cash used in investing activities was $110,000 for the six months ended June 30, 2020 compared to cash provided by investing activities of $14,000 for the six months ended June 30, 2019. Cash provided by financing activities was $11,611,000 for the six months ended June 30, 2020 compared to cash provided by financing activities of $268,000 for the six months ended June 30, 2019.

On June 23, 2020, we completed a public offering of 1,769,230 shares of our common stock, offered to the public at $6.50 per share. Our net proceeds from this offering were approximately $10,710,000 after deducting underwriting discounts and commissions paid by us. Direct offering costs totaling approximately $141,000 were recorded as a reduction to the net proceeds and included in additional paid-in-capital on the statement of stockholders’ equity.

On February 6, 2019, we entered into a revolving credit facility with Citibank that allows for borrowings up to the lesser of (i) $2,000,000 or (ii) the collateralized balance in our existing fixed income investment account with Citibank subject to certain limitations. The facility bears interest at a rate consistent of Citibank’s Base Rate (4.75% at June 30, 2020) minus 2%. Interest is payable monthly and as of June 30, 2020, there were no amounts outstanding and unused availability under this facility was $2,000,000.

We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and including how it may impact our customers, employees and vendors. We did incur disruptions during the six months ended June 30, 2020 from COVID-19 and we are unable to predict the impact that this pandemic will have on us going forward, including our financial position, results of operations and cash flows, the impact on our customers and the related demand for our services due to numerous uncertainties.

On April 9, 2020 we entered into an unsecured promissory note in the amount of $796,100 (the “Note”) with First Bank (the “Loan Servicer”) under the Paycheck Protection Program (“PPP”) administered by the U.S. Small Business Administration and established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). We received these proceeds on April 14, 2020 plus an additional $10,000 advance under the Economic Injury Disaster Loan program on April 15, 2020. Under the terms of the Note, we can apply for forgiveness on this Note with the Loan Servicer if certain conditions including the use of the Note proceeds are met over a 24-week period commencing from the date of the Note. The Note has an interest rate of 1% and must be repaid within two years from the date of the Note. We have not imputed interest on the Note as the rate is determined to be a below-market rate due to the scope exception in ASC 835-30-15-3(e) for government-mandated interest rates. If all or a portion of the PPP loan is ultimately forgiven, we will record income from the extinguishment of its obligation when we are legally released from being the primary obligor in accordance with ASC 405-20-40-1.

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We currently anticipate that our available cash, expected cash from operations and availability under the revolving credit agreement, will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next 12 months.

We keep the option open to raise additional funds to respond to business contingencies which may include the need to fund more rapid expansion, fund additional marketing expenditures, develop new markets for our technology, enhance our operating infrastructure, respond to competitive pressures, or acquire complementary businesses or necessary technologies. There can be no assurance that we will be able to secure the additional funds when needed or obtain such on terms satisfactory to us, if at all.

We have filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”), which became effective July 19, 2010. Under the shelf registration statement, we may offer and sell, from time to time in the future in one or more public offerings, our common stock, preferred stock, warrants, and units. The aggregate initial offering price of all securities sold by us will not exceed $25,000,000. We renewed this registration with the SEC on June 1, 2020 and it was declared effective June 4, 2020.

The specific terms of any future offering, including the prices and use of proceeds, will be determined at the time of any such offering and will be described in detail in a prospectus supplement which will be filed with the SEC at the time of the offering.

The shelf registration statement is designed to give us the flexibility to access additional capital at some point in the future when market conditions are appropriate.

We are not currently involved in any legal or regulatory proceeding, or arbitration, the outcome of which is expected to have a material effect on our business.

Net Operating Loss Carry Forwards

Our available net operating loss (“NOL”) at December 31, 2019 was approximately $17 million. The federal and state NOL’s incurred in all years through 2017 are available to offset future taxable income and expire from 2020 through 2039 if not utilized.

On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic. The Cares Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The change in the law will not have any material cash benefit for us.

Adjusted EBITDA

We use Adjusted EBITDA as a non-GAAP financial performance measurement. Adjusted EBITDA is calculated by adding back to net loss, interest and other income, income taxes, impairments of long-lived assets and goodwill, depreciation, amortization and stock-based compensation expense. Adjusted EBITDA is provided to investors to supplement the results of operations reported in accordance with GAAP. Management believes that Adjusted EBITDA provides an additional tool for investors to use in comparing our financial results with other companies that also use Adjusted EBITDA in their communications to investors. By excluding non-cash charges such as impairments of long-lived assets and goodwill, amortization, depreciation and stock-based compensation, as well as non-operating charges for interest and income taxes, investors can evaluate our operations and can compare the results on a more consistent basis to the results of other companies. In addition, Adjusted EBITDA is one of the primary measures management uses to monitor and evaluate financial and operating results.

We consider Adjusted EBITDA to be an important indicator of our operational strength and performance of our business and a useful measure of our historical operating trends. However, there are significant limitations to the use of Adjusted EBITDA since it excludes interest and other income, impairments of long-lived assets and goodwill, stock-based compensation expense, all of which impact our profitability, as well as depreciation and amortization related to the use of long-term assets which benefit multiple periods. We believe that these limitations are compensated by providing Adjusted EBITDA only with GAAP net loss and clearly identifying the difference between the two measures. Consequently, Adjusted EBITDA should not be considered in isolation or as a substitute for net loss presented in accordance with GAAP. Adjusted EBITDA as defined by us may not be comparable with similarly named measures provided by other entities.

22

A reconciliation of GAAP net loss to Non-GAAP Adjusted EBITDA follows:

	(Unaudited)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Net loss	$	(760,273	)	$	(873,677	)	$	(733,671	)	$	(2,086,668	)
Reconciling items:
Interest and other income		(9,125	)		(46,065	)		(11,193	)		(52,084	)
Depreciation and amortization		46,961			61,382			80,756			123,492
Stock-based compensation expense		103,710			73,042			189,752			442,781
Adjusted EBITDA	$	(618,727	)	$	(785,318	)	$	(474,356	)	$	(1,572,479	)

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing arrangements and have not established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Forward Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, particularly statements anticipating future growth in revenues, loss from operations and cash flow. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances, and the Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Financial instruments, which subject us to concentrations of credit risk, consist primarily of cash. We maintain cash in two financial institutions. We perform periodic evaluations of the relative credit standing of these institutions.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and our Chief Financial Officer evaluated, with the participation of our management, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. As of June 30, 2020, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures, as defined in Securities Exchange Act Rule 13a-15(e) and 15d-15(e), were effective.

Our disclosure controls and procedures have been formulated to ensure (i) that information that we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 were recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) that the information required to be disclosed by us is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

23

Changes in Internal Controls over Financial Reporting

There was no change in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the second quarter of 2020 covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

Part II - Other Information

Item 1. LEGAL PROCEEDINGS

None.

Item 1A. Risk Factors

Current economic conditions may cause a decline in business and consumer spending which could adversely affect our business and financial performance.

Our operating results may be impacted by the overall health of the North American economy. Our business and financial performance, including collection of our accounts receivable and recoverability of assets, may be adversely affected by current and future economic conditions, such as a reduction in the availability of credit, financial market volatility, recession, etc.

In December 2019, it was first reported that there had been an outbreak of a novel strain of COVID-19, in China. Since then, COVID-19 has continued to spread outside of China, including throughout the United States and other parts of the world, becoming a global pandemic. As of the filing of this Form 10-Q, the COVID-19 pandemic has impacted our business and will likely continue to impact our business directly and/or indirectly for the foreseeable future. We are unable to accurately predict the full impact that the COVID-19 pandemic will have on our results of operations or financial condition due to numerous factors that are not within our control, including the duration and severity of the outbreak.

Governments in affected regions have implemented and may continue to implement safety precautions, including stay-at-home orders, travel restrictions, business closures, cancellations of public gatherings, and other measures. Other organizations and individuals are taking additional steps to avoid or reduce infection, including limiting travel and having employees work remotely. These measures are disrupting normal business operations both in and outside of affected areas. We continue to monitor our operations and government recommendations and have made appropriate modifications to our operations because of COVID-19, including transitioning to a remote work environment, substantial reductions in employee travel, virtualization or cancellation of customer and employee events, and remote sales, implementation, and support activities, among other modifications. These decisions may delay or reduce sales and harm productivity and collaboration. The cancellation of industry events nationwide reduces our ability to meet with existing and potential new customers. Our customers’ businesses could be disrupted or they could seek to limit technology spending, either of which could foreclose future business opportunities, could negatively impact the willingness of our customers to enter into or renew contracts with us, and ultimately adversely affect our revenues. Although we are unable to predict the precise impact of COVID-19 on our business, our business depends to a large extent on the willingness of customers to enter into or renew contracts with us.

In addition, while the long-term economic impact and the duration of the COVID-19 pandemic may be difficult to assess or predict, the widespread pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which could reduce our ability to access capital and could negatively affect our liquidity and the liquidity and stability of markets for our common stock. In addition, a recession, further market correction or depression resulting from the spread of COVID-19 and the overall economic effect to the U.S. and world economies could materially affect our business and the value our common stock.

Our operations and financial results are subject to various other risks and uncertainties that could adversely affect our business, financial condition, results of operations, and trading price of our common stock. Please refer to our annual report on Form 10-K for fiscal year 2019 filed March 19, 2020, for information concerning other risks and uncertainties that could negatively impact us.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

Item 3. DEFAULTS UPON SENIOR SECURITIES

None

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None

24

Item 6. Exhibits

(a) The following exhibits are filed as part of the Quarterly Report on Form 10-Q:

Exhibit No.	Description
31.1	Rule 13a-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a) Certification of Chief Financial Officer
32	18 U.S.C. Section 1350 Certifications
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

25

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.

Date:	August 13, 2020	Intellicheck, Inc.
		By:	/s/ Bryan Lewis
			Bryan Lewis
			President and Chief Executive Officer
		By:	/s/ Bill White
			Bill White
			Chief Financial Officer, Chief Operating Officer
			(Principal Financial and Accounting Officer)

26

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bryan Lewis, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Intellicheck, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:	August 13, 2020		/s/ Bryan Lewis
		Name:	Bryan Lewis
		Title:	President and Chief Executive Officer
			(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bill White, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Intellicheck, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:	August 13, 2020		/s/ Bill White
		Name:	Bill White
		Title:	Chief Financial Officer, Chief Operating Officer
			(Principal Financial and Accounting Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Intellicheck, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the period ended June 30, 2020 of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	August 13, 2020		/s/ Bryan Lewis
		Name:	Bryan Lewis
		Title:	President and Chief Executive Officer
			(Principal Executive Officer)
Dated:	August 13, 2020		/s/ Bill White
		Name:	Bill White
		Title:	Chief Financial Officer, Chief Operating Officer
			(Principal Financial and Accounting Officer)

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2020	Aug. 13, 2020
Cover [Abstract]
Entity Registrant Name	Intellicheck, Inc.
Entity Central Index Key	0001040896
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2020
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		18,330,368
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020

XML

Balance Sheets - USD ($)	Jun. 30, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash	$ 14,589,615	$ 3,350,853
Accounts receivable, net of allowance of $42,055 at June 30, 2020 and December 31, 2019, respectively	1,444,609	1,674,894
Other current assets	492,447	354,349
Total current assets	16,526,671	5,380,096
PROPERTY AND EQUIPMENT, net	172,244	181,731
GOODWILL	8,101,661	8,101,661
INTANGIBLE ASSETS, net	535,081	174,237
OPERATING LEASE RIGHT-OF-USE ASSET	92,187	151,668
OTHER ASSETS		7,778
Total assets	25,427,844	13,997,171
CURRENT LIABILITIES:
Accounts payable	139,892	95,388
Accrued expenses	1,482,986	1,408,086
Notes payable, current portion	656,775
Operating lease liability, current portion	96,651	125,851
Deferred revenue, current portion	527,287	572,391
Total current liabilities	2,903,591	2,201,716
OTHER LIABILITIES:
Deferred revenue, long-term portion	10,486	13,322
Note payable, long-term portion	449,325
Operating lease liability, long-term portion		32,620
Total liabilities	3,363,402	2,247,658
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS' EQUITY:
Common stock - $.001 par value; 40,000,000 shares authorized; 18,028,282 and 16,041,650 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively	18,028	16,042
Additional paid-in capital	139,715,197	128,668,583
Accumulated deficit	(117,668,783)	(116,935,112)
Total stockholders' equity	22,064,442	11,749,513
Total liabilities and stockholders' equity	$ 25,427,844	$ 13,997,171

XML

Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Allowance for accounts receivable	$ 42,055	$ 42,055
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	18,028,282	16,041,650
Common stock, shares outstanding	18,028,282	16,041,650

XML

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Statement [Abstract]
REVENUES	$ 1,842,195	$ 1,557,991	$ 4,957,467	$ 2,836,985
COST OF REVENUES	(209,945)	(218,988)	(902,829)	(411,285)
Gross profit	1,632,250	1,339,003	4,054,638	2,425,700
OPERATING EXPENSES
Selling, general and administrative	1,415,336	1,379,368	2,869,891	2,873,078
Research and development	986,312	879,377	1,929,611	1,691,374
Total operating expenses	2,401,648	2,258,745	4,799,502	4,564,452
Loss from operations	(769,398)	(919,742)	(744,864)	(2,138,752)
OTHER INCOME
Interest and other income	9,125	46,065	11,193	52,084
Net loss	$ (760,273)	$ (873,677)	$ (733,671)	$ (2,086,668)
PER SHARE INFORMATION
Loss per common share - Basic/Diluted	$ (0.05)	$ (0.06)	$ (0.05)	$ (0.13)
Weighted average common shares used in computing per share amounts - Basic/Diluted	16,377,539	15,742,692	16,265,544	15,691,016

XML

Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2018	$ 15,639	$ 127,290,467	$ (114,386,401)	$ 12,919,705
Balance, shares at Dec. 31, 2018	15,638,765
Stock-based compensation expense		442,781		442,781
Exercise of stock options, net of cashless exercise of shares	$ 58	63,192		63,250
Exercise of stock options, net of cashless exercise of shares, shares	58,008
Exercise of warrants	$ 93	204,190		204,283
Exercise of warrants, shares	92,856
Issuance of shares for restricted stock grants	$ 2	(2)
Issuance of shares for restricted stock grants, shares	2,000
Net loss			(2,086,668)	(2,086,668)
Balance at Jun. 30, 2019	$ 15,792	128,000,628	(116,473,069)	11,543,351
Balance, shares at Jun. 30, 2019	15,791,629
Balance at Mar. 31, 2019	$ 15,639	127,660,206	(115,599,392)	12,076,453
Balance, shares at Mar. 31, 2019	15,638,765
Stock-based compensation expense		73,042		73,042
Exercise of stock options, net of cashless exercise of shares	$ 58	63,192		63,250
Exercise of stock options, net of cashless exercise of shares, shares	58,008
Exercise of warrants	$ 93	204,190		204,283
Exercise of warrants, shares	92,856
Issuance of shares for restricted stock grants	$ 2	(2)
Issuance of shares for restricted stock grants, shares	2,000
Exercise of stock options
Exercise of stock options, shares
Net loss			(873,677)	(873,677)
Balance at Jun. 30, 2019	$ 15,792	128,000,628	(116,473,069)	11,543,351
Balance, shares at Jun. 30, 2019	15,791,629
Balance at Dec. 31, 2019	$ 16,042	128,668,583	(116,935,112)	11,749,513
Balance, shares at Dec. 31, 2019	16,041,650
Stock-based compensation expense		189,752		189,752
Exercise of stock options, net of cashless exercise of shares	$ 147	139,111		139,258
Exercise of stock options, net of cashless exercise of shares, shares	146,957
Exercise of warrants	$ 50	109,950		110,000
Exercise of warrants, shares	50,000
Issuance of shares for restricted stock grants	$ 13	(13)
Issuance of shares for restricted stock grants, shares	12,995
Issuance of common stock, net of costs	$ 1,769	10,567,698		10,569,467
Issuance of common stock, net of costs, shares	1,769,230
Settlement of executive bonuses with issuance of restricted stock units	$ 9	53,451		53,460
Settlement of executive bonuses with issuance of restricted stock units, shares	9,462
Shares forfeited in exchange for withholding taxes	$ (2)	(13,335)		(13,337)
Shares forfeited in exchange for withholding taxes, shares	(2,012)
Net loss			(733,671)	(733,671)
Balance at Jun. 30, 2020	$ 18,028	139,715,197	(117,668,783)	22,064,442
Balance, shares at Jun. 30, 2020	18,028,282
Balance at Mar. 31, 2020	$ 16,210	128,989,744	(116,908,510)	12,097,444
Balance, shares at Mar. 31, 2020	16,209,627
Stock-based compensation expense		103,710		103,710
Exercise of stock options, net of cashless exercise of shares	$ 32	13,939		13,971
Exercise of stock options, net of cashless exercise of shares, shares	31,650
Issuance of shares for restricted stock grants	$ 10	(10)
Issuance of shares for restricted stock grants, shares	10,325
Issuance of common stock, net of costs	$ 1,769	10,567,698		10,569,467
Issuance of common stock, net of costs, shares	1,769,230
Settlement of executive bonuses with issuance of restricted stock units	$ 9	53,451		53,460
Settlement of executive bonuses with issuance of restricted stock units, shares	9,462
Shares forfeited in exchange for withholding taxes	$ (2)	(13,335)		(13,337)
Shares forfeited in exchange for withholding taxes, shares	(2,012)
Net loss			(760,273)	(760,273)
Balance at Jun. 30, 2020	$ 18,028	$ 139,715,197	$ (117,668,783)	$ 22,064,442
Balance, shares at Jun. 30, 2020	18,028,282

XML

Statements of Stockholders' Equity (Unaudited) (Parenthetical) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Statement of Stockholders' Equity [Abstract]
Exercise of stock options, net of cashless exercise of shares	8,958	21,864	11,409	21,864

XML

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (733,671)	$ (2,086,668)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	80,756	123,492
Stock-based compensation expense	189,752	442,781
Changes in assets and liabilities:
Decrease (increase) in accounts receivable	230,285	(170,282)
(Increase) in other current assets	(159,797)	(49,833)
Decrease in other assets	7,778	1,964
Increase in accounts payable and accrued expenses	170,524	149,634
(Decrease) in deferred revenue	(47,940)	(7,918)
Net cash used in operating activities	(262,313)	(1,596,830)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of software license	(100,000)
Capital expenditures	(32,114)	(6,529)
Collection of note receivable	21,699	20,850
Net cash (used in) provided by investing activities	(110,415)	14,321
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock	10,569,467
Loan proceeds on unsecured promissory note	806,100
Net proceeds from issuance of common stock from exercise of stock options	139,258	63,250
Proceeds from issuance of common stock from exercise of warrants	110,000	204,283
Withholding taxes paid on vesting of restricted stock units	(13,335)
Net cash provided by financing activities	11,611,490	267,533
Net increase (decrease) in cash	11,238,762	(1,314,976)
CASH, beginning of period	3,350,853	4,376,017
CASH, end of period	14,589,615	3,061,041
Supplemental disclosure of noncash investing and financing activities:
Note payable for software license	300,000
Settlement of executive bonuses with restricted stock units	$ 53,460

XML

Nature of Business

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

1. NATURE OF BUSINESS

Business

Intellicheck, Inc. (the “Company” or “Intellicheck”) is a prominent technology company that is engaged in developing, integrating and marketing identity authentication and threat identification solutions to address challenges that include bank and retail fraud prevention, law enforcement threat identification, and mobile and handheld access control and security for the government, military and commercial markets. Intellicheck’s products include Retail ID®, a solution for preventing fraud in the retail and banking industry; Age ID®, a smartphone or tablet-based solution for preventing sale of age-restricted products to minors; and Defense ID®, a mobile and fixed infrastructure solution for threat identification, identity authentication and access control to military bases and other government facilities.

Intellicheck continues to develop and release innovative products based upon its rich patent portfolio consisting of twenty issued patents and four pending patents.

Liquidity

For the six months ended June 30, 2020, the Company incurred a net loss of $733,671 and used cash in operations of $262,313. As of June 30, 2020, the Company had cash of $14,589,615, working capital of $13,623,080 and an accumulated deficit of $117,668,783. On June 23, 2020, the Company completed a public offering of 1,769,230 shares of its common stock, offered to the public at $6.50 per share resulting in net proceeds to the Company of approximately $10,570,000 after deducting underwriters discounts and commissions paid by the Company and after deducting direct offering costs. Intellicheck intends to use these net proceeds for general corporate purposes and working capital. This public offering is referenced in Note 8. Based on the Company’s business plan and cash resources, Intellicheck expects its existing and future resources and revenues generated from operations to satisfy its working capital requirements for at least the next 12 months.

As of the filing of this Form 10-Q, the COVID-19 pandemic has impacted the Company’s business and will likely continue to impact its business directly and/or indirectly for the foreseeable future. The Company is unable to accurately predict the full impact that the COVID-19 pandemic will have on its results of operations or financial condition due to numerous factors that are not within its control, including the duration and severity of the outbreak.

See Part II, Item 1A for more information.

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America for complete financial statements. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments necessary for a fair presentation of the Company’s financial position at June 30, 2020 and the results of operations, stockholders’ equity and cash flows for the six months ended June 30, 2020 and 2019. All such adjustments are of a normal and recurring nature. Interim financial statements are prepared on a basis consistent with the Company’s annual financial statements. Results of operations for the six-month period ended June 30, 2020, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2020.

The balance sheet as of December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements.

References in this Quarterly Report on Form 10-Q to “authoritative guidance” is to the Accounting Standards Codification issued by the Financial Accounting Standards Board (“FASB”).

For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” as part of its initiative to reduce complexity in the accounting standards. The standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies and simplifies other aspects of the accounting for income taxes. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its financial statements.

Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Company’s financial statements and accompanying notes. Significant estimates and assumptions that affect amounts reported in the financial statements include impairment consideration and valuation of goodwill and intangible assets, deferred tax valuation allowances, and the fair value of stock options granted under the Company’s stock-based compensation plans. Due to the inherent uncertainties involved in making estimates, actual results reported in future periods may be different from those estimates.

Allowance for Doubtful Accounts

The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical experience, the age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions and other factors that may affect customers’ ability to pay.

Goodwill

Goodwill represents the excess of acquisition cost over the fair value of net assets acquired in business combinations. Pursuant to ASC Topic 350, the Company tests goodwill for impairment on an annual basis in the fourth quarter (December 31, 2020), or between annual tests, in certain circumstances. Under authoritative guidance, the Company first assessed qualitative factors to determine whether it was necessary to perform the two-step quantitative goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price. There were no impairment charges recognized during the six months ended June 30, 2020 and 2019.

Intangible Assets

Intangible assets include patents, copyrights, intellectual property rights and licensed software. The Company uses the straight-line method to amortize these assets over their estimated useful lives. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable in accordance with ASC Topic 360. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows, without interest charges, will be less than the carrying amount of the assets. There were no impairment charges recognized during the six months ended June 30, 2020 and 2019.

Income Taxes

The Company accounts for income taxes under in accordance with ASC Topic 740, “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using expected tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company has recorded a full valuation allowance for its net deferred tax assets as of June 30, 2020 and December 31, 2019, due to the uncertainty of the realizability of those assets.

Fair Value of Financial Instruments

The Company adheres to the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”. This pronouncement requires that the Company calculate the fair value of financial instruments and include this additional information in the notes to financial statements when the fair value is different than the book value of those financial instruments. The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses and notes payable. As of June 30, 2020 and December 31, 2019, the carrying value of the Company’s financial instruments approximated fair value, due to their short-term nature.

Revenue Recognition and Deferred Revenue

General

The majority of license fees and services revenue are generated from fixed-price and per-scan contracts. Under the per-scan revenue model, customers are charged a fee each time the customer scans an identity document, such as a driver’s license, with the Company’s software. Under the fixed-price revenue model customers are charged a fixed monthly fee either per device or physical business location to access the Company’s software. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company measures revenue based on the consideration specified in a customer arrangement, and revenue is recognized when the performance obligations in an arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as they are performed. Substantially all customer contracts provide that the Company is compensated for services performed to date.

Invoicing is based on schedules established in customer contracts. Payment terms are generally established from 30 to 60 days from the invoice date. Product returns are recorded as a reduction to revenue.

Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. Revenues are recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Furthermore, the Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.

Nature of goods and services

The following is a description of the products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each:

Software as a Service (SaaS)

Software as a service (SaaS) for hosted subscription services and licensed software allows customers to access a set of data for a predetermined period of time. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the revenue should be recognized over time based on the usage of the hosted subscription services and licensed software, which can vary from month to month. The revenue is typically based either on a formula such as number of locations using the service in a given month multiplied by a fee per location or the number of actual scans in a given month multiplied by a set price per scan based on the contract with the customer.

Other Subscription and Support Services

The Company also recognizes revenues from other subscription and support services, which includes jurisdictional updates to certain commercial customers and support services particularly to its Defense ID® customers. These subscriptions require continuing service or post contractual customer support and performance. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the revenue should be recognized over time based on usage, which can vary from month to month. The revenue is typically based on a formula such as number of locations in a given month multiplied by a fee per location.

Equipment Revenue

Revenue from the sale of equipment is recognized at a point in time. The point in time that the revenue is recognized is when the customer has control of the equipment which is when the customer receives the benefit and the Company’s performance obligation has been satisfied. Depending on the contract terms, that could either be at the time the equipment is shipped or at the time the equipment is received.

Non-Recurring Services Revenue

The non-recurring services include items such as training, installation, customization, and configuration. The Company recognizes revenue from non-recurring services contracts ratably over the service contract period as the customer consumes the benefit as it is provided and the Company’s performance obligation has been satisfied.

Extended Warranty

Extended warranty revenues are generated when a warranty is provided to the customer separately of other performance obligations when the equipment is sold. As the customer obtains access at a point in time and continues to have access for the remainder of the warranty term, the customer is considered to simultaneously receive and consume the benefits provided by the Company’s performance as the Company performs. The related revenue is recognized ratably over the specified term of the warranty period. The extended warranty is separate to the Company’s standard warranty of usually one year that it receives from its vendor.

Disaggregation of revenue

In the following tables, revenue is disaggregated by product and service and the timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue.

	For the Three Months Ended June 30,
	2020		2019
Products and services
Software as a Service (SaaS)	$	1,671,350	$	1,120,658
Other subscription and support services		70,703		156,306
Equipment		51,754		71,109
Non-recurring services		41,450		190,902
Extended warranties on equipment		5,845		17,641
Other		1,093		1,375
	$	1,842,195	$	1,557,991
Timing of revenue recognition
Products transferred at a point in time	$	52,847	$	72,483
Services transferred over time		1,789,348		1,485,508
	$	1,842,195	$	1,557,991

	For the Six Months Ended June 30,
	2020		2019
Products and services
Software as a Service (SaaS)	$	3,909,769	$	1,981,907
Other subscription and support services		149,934		424,476
Equipment		835,547		187,521
Non-recurring services		41,450		198,045
Extended warranties on equipment		12,175		38,319
Other		8,592		6,717
	$	4,957,467	$	2,836,985
Timing of revenue recognition
Products transferred at a point in time	$	844,139	$	194,238
Services transferred over time		4,113,328		2,642,747
	$	4,957,467	$	2,836,985

Contract balances

The current portion of deferred revenue at June 30, 2020 and December 31, 2019 was $527,281 and $572,391, respectively, and primarily consists of revenue that is recognized over time for software license contracts and hosted subscription services. The changes in these balances are related to the satisfaction or partial satisfaction of these contracts. Of this balance, at December 31, 2019, $154,991 and $458,502 was recognized as revenue for the three and six months ended June 30, 2020, respectively. The long-term portion of deferred revenue was $10,486 and $13,322 as of June 30, 2020 and December 31, 2019, respectively.

The Company did not recognize any material revenue in the current reporting period for performance obligations that were fully satisfied in previous periods.

Transaction price allocated to the remaining performance obligations

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period:

	Remainder
	2020		2021		2022		Total
Software as a Service (SaaS)	$	374,555	$	98,252	$	-	$	472,807
Other subscription and support services		34,084		9,624		3,252		46,960
Extended warranties on equipment		8,493		7,880		1,633		18,006
	$	417,132	$	115,756	$	4,885	$	537,773

All consideration from contracts with customers is included in the amounts presented above.

Business Concentrations and Credit Risk

During the three and six month periods ended June 30, 2020, the Company made sales to four customers that accounted for approximately 44% and 54% of total revenues, respectively. The revenue was associated with commercial identity sales customers. These customers represented 37% of total accounts receivable at June 30, 2020. During the three and six month periods ended June 30, 2019, the Company made sales to three customers that accounted for approximately 39% and 33% of total revenues, respectively. The revenue was associated with commercial identity sales customers.

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock and potentially dilutive common stock equivalents outstanding during the period. The dilutive effect of outstanding options, warrants and restricted stock is reflected in diluted earnings per share by application of the treasury stock method. The calculation of diluted net loss per share excludes all anti-dilutive shares.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Numerator:
Net Loss	$	(760,273	)	$	(873,677	)	$	(733,671	)	$	(2,086,668	)
Denominator:
Weighted average common shares –
Basic/Diluted		16,377,539			15,742,692			16,265,544			15,691,016
Net Loss per share –
Basic/Diluted	$	(0.05	)	$	(0.06	)	$	(0.05	)	$	(0.13	)

The following table summarizes the common stock equivalents excluded from loss per diluted share because their effect would be anti-dilutive due to the net loss:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Stock options		1,263,257		1,436,323		1,263,257		1,436,323
Warrants		13,430		290,644		13,430		290,644
Restricted stock		7,284		3,799		7,284		3,799
		1,283,971		1,730,766		1,283,971		1,730,766

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Intangible Assets

6 Months Ended

Jun. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

3. INTANGIBLE ASSETS

The changes in the carrying amount of intangible assets for the six months ended June 30, 2020 were as follows:

Net balance at December 31, 2019	$	174,237
Addition: Acquisition of software license		400,000
Deduction: Amortization expense		(39,156	)
Net balance at June 30, 2020	$	535,081

The following summarizes amortization of intangible assets included in the accompanying statements of operations:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Cost of sales	$	23,676	$	32,374	$	34,019	$	64,748
General and administrative		2,569		6,877		5,137		13,755
	$	26,245	$	39,251	$	39,156	$	78,503

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Debt

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Debt

4. DEBT

Revolving Line of Credit

On February 6, 2019, the Company entered into a revolving credit facility with Citibank that allows for borrowings up to the lesser of (i) $2,000,000 or (ii) the collateralized balance in the Company’s existing fixed income investment account with Citibank subject to certain limitations. The facility bears interest at a rate consistent of Citibank’s Base Rate (4.75% at June 30, 2020) minus 2%. Interest is payable monthly and as of June 30, 2020, there were no amounts outstanding and unused availability under this facility was $2,000,000.

Note Payable on Software License Agreement

On February 26, 2020, the Company entered into a license agreement with a third party (the “Licensor”) to purchase certain intellectual property rights and licensed software subject to certain restrictions. The purchase price of this license totaled $400,000 which the Company paid an initial fee of $100,000 and has an obligation to pay the Licensor $300,000 which was paid to the Licensor on July 31, 2020.

Promissory Note

On April 9, 2020 the Company entered into an unsecured promissory note in the amount of $796,100 (the “Note”) with First Bank (the “Loan Servicer”) under the Paycheck Protection Program (“PPP”) administered by the U.S. Small Business Administration and established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company received these proceeds on April 14, 2020 plus an additional $10,000 advance under the Economic Injury Disaster Loan program on April 15, 2020. Under the terms of the Note, the Company can apply for forgiveness on this Note with the Loan Servicer if certain conditions including the use of the Note proceeds are met over a 24-week period commencing from the date of the Note. The Note has an interest rate of 1% and must be repaid within two years from the date of the Note. The Company has not imputed interest on the Note as the rate is determined to be a below-market rate due to the scope exception in ASC 835-30-15-3(e) for government-mandated interest rates. If all or a portion of the PPP loan is ultimately forgiven, the Company will record income from the extinguishment of its obligation when it is legally released from being the primary obligor in accordance with ASC 405-20-40-1. At June 30, 2020, the total promissory note was $806,100, of which $356,775 and $449,325 is included in Notes payable, current portion and Note payable, long-term portion, respectively, on the Balance Sheets.

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Accrued Expenses

6 Months Ended

Jun. 30, 2020

Payables and Accruals [Abstract]

Accrued Expenses

5. ACCRUED EXPENSES

Accrued expenses are comprised of the following:

	June 30, 2020		December 31, 2019
Professional fees	$	255,211	$	171,331
Payroll and related		616,841		544,441
Incentive bonuses		566,236		632,105
Other		44,698		60,209
	$	1,482,986	$	1,408,086

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Income Taxes

6 Months Ended

Jun. 30, 2020

Income Tax Disclosure [Abstract]

Income Taxes

6. INCOME TAXES

The Company’s available net operating loss (“NOL”) at December 31, 2019 was approximately $17 million. The federal and state NOLs incurred in all years through 2017 are available to offset future taxable income and expire from 2020 through 2039 if not utilized. The 2018 and 2019 gross NOLs incurred for the years ended December 31, 2018 and 2019 was approximately $4 million and $2 million, respectively, which can be utilized at 80% with no expiration. The Company has a full valuation allowance on its deferred tax assets since management continues to believe that it is more likely than not that these assets will not be realized.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic. The Cares Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The change in the law will not have any material cash benefit for the Company.

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Share Based Compensation

6 Months Ended

Jun. 30, 2020

Share-based Payment Arrangement [Abstract]

Share Based Compensation

7. SHARE BASED COMPENSATION

The Company accounts for the issuance of equity awards to employees in accordance with ASC Topic 718, which requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. This pronouncement establishes fair value as the measurement objective in accounting for share based payment arrangements and requires all companies to apply a fair value based measurement method in accounting for all share based payment transactions with employees. All stock-based compensation is included in operating expenses for the periods as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Compensation cost recognized:
Selling, general & administrative	$	96,958	$	66,289	$	176,247	$	432,812
Research & development		6,752		6,753		13,505		9,969
	$	103,710	$	73,042	$	189,752	$	442,781

Stock Options

The Company uses the Black-Scholes option pricing model to value the options. The table below presents the weighted average expected life of the options in years. The expected life computation is based on the time to option expiration. Volatility is determined using changes in historical stock prices. The interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant.

Stock option activity under the 2006 and 2015 Stock Option Plans (collectively, the “Plans”) during the periods indicated below were as follows:

	Number of Shares Subject to Issuance			Weighted-average Exercise Price		Weighted-average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2019		1,421,623		$	1.78		1.96 years	$	8,113,777
Exercised		(158,366	)		1.28
Outstanding at June 30, 2020		1,263,257			1.85		1.63 years	$	7.206,056
Exercisable at June 30, 2020		972,425			1.60		1.09 years	$	5,790,302

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had they all exercised their options on June 30, 2020. This amount changes based upon the fair market value of the Company’s stock.

Restricted Stock Units

The Company issues Restricted Stock Units (“RSUs”) which are equity-based instruments that may be settled in shares of common stock of the Company. During the six months ended June 30, 2020, the Company issued RSUs to its officers as part of their 2019 annual bonuses and to certain directors as compensation. RSU agreements can vest immediately or with the passage of time. The vesting of all RSUs is contingent on continued board and employment services.

The compensation expense incurred by the Company for RSUs is based on the closing market price of the Company’s common stock on the date of grant and is amortized ratably on a straight-line basis over the requisite service period and charged to general and administrative expense with a corresponding increase to additional paid-in capital.

	Number of Shares			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding at December 31, 2019		2,670		$	7.49	$	-
Granted		27,071			5.30
Vested and settled in shares		(22,457	)		4.83
Outstanding at June 30, 2020		7,284		$	7.55	$	-

As of June 30, 2020, there was $385,358 of total unrecognized compensation cost, net of estimated forfeitures, related to all unvested stock options and restricted stock units, which is expected to be recognized over a weighted average period of approximately 2.43 years.

The Company had 1,268,467 shares available for future grants under the Plans at June 30, 2020.

Warrants

All previously granted warrants were issued with an exercise price that was equal to or above the fair market value of the Company’s common stock on the date of grant. As of June 30, 2020, the Company had 13,430 warrants outstanding with an exercise price of $2.20 which are exercisable through 2021. During the six months ended June 30, 2020, there were 50,000 warrants exercised at an exercise price of $2.20 per share.

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Common Stock

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Common Stock

8. COMMON STOCK

On June 23, 2020, the Company completed a public offering of 1,769,230 shares of its common stock, offered to the public at $6.50 per share. Net proceeds to the Company from this offering were approximately $10,710,000 after deducting underwriting discounts and commissions paid by the Company. Direct offering costs totaling approximately $141,000 were recorded as a reduction to the net proceeds and included in additional paid-in-capital on the statement of stockholders’ equity.

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Legal Proceedings

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Legal Proceedings

9. LEGAL PROCEEDINGS

The Company is not aware of any infringement by the Company’s products or technology on the proprietary rights of others.

The Company is not currently involved in any legal or regulatory proceeding, or arbitration, the outcome of which is expected to have a material effect on its business.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. COMMITMENTS AND CONTINGENCIES

The Company leases offices in Melville, New York which require monthly payments of $10,334 and expires March 31, 2021 under an operating lease. The Company determines if an arrangement is a lease at inception. The arrangement is a lease if it conveys the right to the Company to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. This operating lease is included in Operating Lease Right-of-Use (ROU) Asset, Operating Lease Liability, current portion and Operating Lease Liability, long-term portion on the Balance Sheets. The Company recognizes rent and utilities expense for this lease on a straight-line basis over the lease term. ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s lease does not provide an implicit rate, it uses its incremental borrowing rate of 5% based on the commencement date in determining the present value of these lease payments. The Company gives consideration to instruments with similar characteristics when calculating this incremental borrowing rate. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Rent expense which includes utilities was $31,404 and $62,808 for the three and six months ended June 30, 2020, respectively and cash payments for rent and utilities was $32,892 and $64,826 for the three and six months ended June 30, 2020, respectively. Rent expense which includes utilities was $31,404 and $62,808 for the three six months ended June 30, 2019, respectively and cash payments for rent and utilities was $32,244 and $63,248 for the three and six months ended June 30, 2019, respectively.

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Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America for complete financial statements. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments necessary for a fair presentation of the Company’s financial position at June 30, 2020 and the results of operations, stockholders’ equity and cash flows for the six months ended June 30, 2020 and 2019. All such adjustments are of a normal and recurring nature. Interim financial statements are prepared on a basis consistent with the Company’s annual financial statements. Results of operations for the six-month period ended June 30, 2020, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2020.

The balance sheet as of December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements.

References in this Quarterly Report on Form 10-Q to “authoritative guidance” is to the Accounting Standards Codification issued by the Financial Accounting Standards Board (“FASB”).

For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” as part of its initiative to reduce complexity in the accounting standards. The standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies and simplifies other aspects of the accounting for income taxes. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its financial statements.

Use of Estimates

Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Company’s financial statements and accompanying notes. Significant estimates and assumptions that affect amounts reported in the financial statements include impairment consideration and valuation of goodwill and intangible assets, deferred tax valuation allowances, and the fair value of stock options granted under the Company’s stock-based compensation plans. Due to the inherent uncertainties involved in making estimates, actual results reported in future periods may be different from those estimates.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical experience, the age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions and other factors that may affect customers’ ability to pay.

Goodwill

Goodwill

Goodwill represents the excess of acquisition cost over the fair value of net assets acquired in business combinations. Pursuant to ASC Topic 350, the Company tests goodwill for impairment on an annual basis in the fourth quarter (December 31, 2020), or between annual tests, in certain circumstances. Under authoritative guidance, the Company first assessed qualitative factors to determine whether it was necessary to perform the two-step quantitative goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price. There were no impairment charges recognized during the six months ended June 30, 2020 and 2019.

Intangible Assets

Intangible Assets

Intangible assets include patents, copyrights, intellectual property rights and licensed software. The Company uses the straight-line method to amortize these assets over their estimated useful lives. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable in accordance with ASC Topic 360. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows, without interest charges, will be less than the carrying amount of the assets. There were no impairment charges recognized during the six months ended June 30, 2020 and 2019.

Income Taxes

Income Taxes

The Company accounts for income taxes under in accordance with ASC Topic 740, “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using expected tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company has recorded a full valuation allowance for its net deferred tax assets as of June 30, 2020 and December 31, 2019, due to the uncertainty of the realizability of those assets.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company adheres to the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”. This pronouncement requires that the Company calculate the fair value of financial instruments and include this additional information in the notes to financial statements when the fair value is different than the book value of those financial instruments. The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses and notes payable. As of June 30, 2020 and December 31, 2019, the carrying value of the Company’s financial instruments approximated fair value, due to their short-term nature.

Revenue Recognition and Deferred Revenue

Revenue Recognition and Deferred Revenue

General

The majority of license fees and services revenue are generated from fixed-price and per-scan contracts. Under the per-scan revenue model, customers are charged a fee each time the customer scans an identity document, such as a driver’s license, with the Company’s software. Under the fixed-price revenue model customers are charged a fixed monthly fee either per device or physical business location to access the Company’s software. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company measures revenue based on the consideration specified in a customer arrangement, and revenue is recognized when the performance obligations in an arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as they are performed. Substantially all customer contracts provide that the Company is compensated for services performed to date.

Invoicing is based on schedules established in customer contracts. Payment terms are generally established from 30 to 60 days from the invoice date. Product returns are recorded as a reduction to revenue.

Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. Revenues are recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Furthermore, the Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.

Nature of goods and services

The following is a description of the products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each:

Software as a Service (SaaS)

Software as a service (SaaS) for hosted subscription services and licensed software allows customers to access a set of data for a predetermined period of time. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the revenue should be recognized over time based on the usage of the hosted subscription services and licensed software, which can vary from month to month. The revenue is typically based either on a formula such as number of locations using the service in a given month multiplied by a fee per location or the number of actual scans in a given month multiplied by a set price per scan based on the contract with the customer.

Other Subscription and Support Services

The Company also recognizes revenues from other subscription and support services, which includes jurisdictional updates to certain commercial customers and support services particularly to its Defense ID® customers. These subscriptions require continuing service or post contractual customer support and performance. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the revenue should be recognized over time based on usage, which can vary from month to month. The revenue is typically based on a formula such as number of locations in a given month multiplied by a fee per location.

Equipment Revenue

Revenue from the sale of equipment is recognized at a point in time. The point in time that the revenue is recognized is when the customer has control of the equipment which is when the customer receives the benefit and the Company’s performance obligation has been satisfied. Depending on the contract terms, that could either be at the time the equipment is shipped or at the time the equipment is received.

Non-Recurring Services Revenue

The non-recurring services include items such as training, installation, customization, and configuration. The Company recognizes revenue from non-recurring services contracts ratably over the service contract period as the customer consumes the benefit as it is provided and the Company’s performance obligation has been satisfied.

Extended Warranty

Extended warranty revenues are generated when a warranty is provided to the customer separately of other performance obligations when the equipment is sold. As the customer obtains access at a point in time and continues to have access for the remainder of the warranty term, the customer is considered to simultaneously receive and consume the benefits provided by the Company’s performance as the Company performs. The related revenue is recognized ratably over the specified term of the warranty period. The extended warranty is separate to the Company’s standard warranty of usually one year that it receives from its vendor.

Disaggregation of revenue

In the following tables, revenue is disaggregated by product and service and the timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue.

	For the Three Months Ended June 30,
	2020		2019
Products and services
Software as a Service (SaaS)	$	1,671,350	$	1,120,658
Other subscription and support services		70,703		156,306
Equipment		51,754		71,109
Non-recurring services		41,450		190,902
Extended warranties on equipment		5,845		17,641
Other		1,093		1,375
	$	1,842,195	$	1,557,991
Timing of revenue recognition
Products transferred at a point in time	$	52,847	$	72,483
Services transferred over time		1,789,348		1,485,508
	$	1,842,195	$	1,557,991

	For the Six Months Ended June 30,
	2020		2019
Products and services
Software as a Service (SaaS)	$	3,909,769	$	1,981,907
Other subscription and support services		149,934		424,476
Equipment		835,547		187,521
Non-recurring services		41,450		198,045
Extended warranties on equipment		12,175		38,319
Other		8,592		6,717
	$	4,957,467	$	2,836,985
Timing of revenue recognition
Products transferred at a point in time	$	844,139	$	194,238
Services transferred over time		4,113,328		2,642,747
	$	4,957,467	$	2,836,985

Contract balances

The current portion of deferred revenue at June 30, 2020 and December 31, 2019 was $527,281 and $572,391, respectively, and primarily consists of revenue that is recognized over time for software license contracts and hosted subscription services. The changes in these balances are related to the satisfaction or partial satisfaction of these contracts. Of this balance, at December 31, 2019, $154,991 and $458,502 was recognized as revenue for the three and six months ended June 30, 2020, respectively. The long-term portion of deferred revenue was $10,486 and $13,322 as of June 30, 2020 and December 31, 2019, respectively.

The Company did not recognize any material revenue in the current reporting period for performance obligations that were fully satisfied in previous periods.

Transaction price allocated to the remaining performance obligations

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period:

	Remainder
	2020		2021		2022		Total
Software as a Service (SaaS)	$	374,555	$	98,252	$	-	$	472,807
Other subscription and support services		34,084		9,624		3,252		46,960
Extended warranties on equipment		8,493		7,880		1,633		18,006
	$	417,132	$	115,756	$	4,885	$	537,773

All consideration from contracts with customers is included in the amounts presented above.

Business Concentrations and Credit Risk

Business Concentrations and Credit Risk

During the three and six month periods ended June 30, 2020, the Company made sales to four customers that accounted for approximately 44% and 54% of total revenues, respectively. The revenue was associated with commercial identity sales customers. These customers represented 37% of total accounts receivable at June 30, 2020. During the three and six month periods ended June 30, 2019, the Company made sales to three customers that accounted for approximately 39% and 33% of total revenues, respectively. The revenue was associated with commercial identity sales customers.

Net Loss Per Share

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock and potentially dilutive common stock equivalents outstanding during the period. The dilutive effect of outstanding options, warrants and restricted stock is reflected in diluted earnings per share by application of the treasury stock method. The calculation of diluted net loss per share excludes all anti-dilutive shares.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Numerator:
Net Loss	$	(760,273	)	$	(873,677	)	$	(733,671	)	$	(2,086,668	)
Denominator:
Weighted average common shares –
Basic/Diluted		16,377,539			15,742,692			16,265,544			15,691,016
Net Loss per share –
Basic/Diluted	$	(0.05	)	$	(0.06	)	$	(0.05	)	$	(0.13	)

The following table summarizes the common stock equivalents excluded from loss per diluted share because their effect would be anti-dilutive due to the net loss:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Stock options		1,263,257		1,436,323		1,263,257		1,436,323
Warrants		13,430		290,644		13,430		290,644
Restricted stock		7,284		3,799		7,284		3,799
		1,283,971		1,730,766		1,283,971		1,730,766

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Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Schedule of Disaggregation of Revenue

In the following tables, revenue is disaggregated by product and service and the timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue.

	For the Three Months Ended June 30,
	2020		2019
Products and services
Software as a Service (SaaS)	$	1,671,350	$	1,120,658
Other subscription and support services		70,703		156,306
Equipment		51,754		71,109
Non-recurring services		41,450		190,902
Extended warranties on equipment		5,845		17,641
Other		1,093		1,375
	$	1,842,195	$	1,557,991
Timing of revenue recognition
Products transferred at a point in time	$	52,847	$	72,483
Services transferred over time		1,789,348		1,485,508
	$	1,842,195	$	1,557,991

	For the Six Months Ended June 30,
	2020		2019
Products and services
Software as a Service (SaaS)	$	3,909,769	$	1,981,907
Other subscription and support services		149,934		424,476
Equipment		835,547		187,521
Non-recurring services		41,450		198,045
Extended warranties on equipment		12,175		38,319
Other		8,592		6,717
	$	4,957,467	$	2,836,985
Timing of revenue recognition
Products transferred at a point in time	$	844,139	$	194,238
Services transferred over time		4,113,328		2,642,747
	$	4,957,467	$	2,836,985

Schedule of Revenue Performance Obligation

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period:

	Remainder
	2020		2021		2022		Total
Software as a Service (SaaS)	$	374,555	$	98,252	$	-	$	472,807
Other subscription and support services		34,084		9,624		3,252		46,960
Extended warranties on equipment		8,493		7,880		1,633		18,006
	$	417,132	$	115,756	$	4,885	$	537,773

Schedule of Earnings Per Share Basic and Diluted

The calculation of diluted net loss per share excludes all anti-dilutive shares.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Numerator:
Net Loss	$	(760,273	)	$	(873,677	)	$	(733,671	)	$	(2,086,668	)
Denominator:
Weighted average common shares –
Basic/Diluted		16,377,539			15,742,692			16,265,544			15,691,016
Net Loss per share –
Basic/Diluted	$	(0.05	)	$	(0.06	)	$	(0.05	)	$	(0.13	)

Summary of Common Stock Equivalents Excluded from Loss Per Diluted Share

The following table summarizes the common stock equivalents excluded from loss per diluted share because their effect would be anti-dilutive due to the net loss:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Stock options		1,263,257		1,436,323		1,263,257		1,436,323
Warrants		13,430		290,644		13,430		290,644
Restricted stock		7,284		3,799		7,284		3,799
		1,283,971		1,730,766		1,283,971		1,730,766

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Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The changes in the carrying amount of intangible assets for the six months ended June 30, 2020 were as follows:

Net balance at December 31, 2019	$	174,237
Addition: Acquisition of software license		400,000
Deduction: Amortization expense		(39,156	)
Net balance at June 30, 2020	$	535,081

Schedule of Finite-Lived Intangible Assets Amortization Expense

The following summarizes amortization of intangible assets included in the accompanying statements of operations:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Cost of sales	$	23,676	$	32,374	$	34,019	$	64,748
General and administrative		2,569		6,877		5,137		13,755
	$	26,245	$	39,251	$	39,156	$	78,503

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Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2020

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses are comprised of the following:

	June 30, 2020		December 31, 2019
Professional fees	$	255,211	$	171,331
Payroll and related		616,841		544,441
Incentive bonuses		566,236		632,105
Other		44,698		60,209
	$	1,482,986	$	1,408,086

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Share Based Compensation (Tables)

6 Months Ended

Jun. 30, 2020

Share-based Payment Arrangement [Abstract]

Schedule of Stock Based Compensation

All stock-based compensation is included in operating expenses for the periods as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Compensation cost recognized:
Selling, general & administrative	$	96,958	$	66,289	$	176,247	$	432,812
Research & development		6,752		6,753		13,505		9,969
	$	103,710	$	73,042	$	189,752	$	442,781

Schedule of Stock Option Activity

Stock option activity under the 2006 and 2015 Stock Option Plans (collectively, the “Plans”) during the periods indicated below were as follows:

	Number of Shares Subject to Issuance			Weighted-average Exercise Price		Weighted-average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2019		1,421,623		$	1.78		1.96 years	$	8,113,777
Exercised		(158,366	)		1.28
Outstanding at June 30, 2020		1,263,257			1.85		1.63 years	$	7.206,056
Exercisable at June 30, 2020		972,425			1.60		1.09 years	$	5,790,302

Schedule of Restricted Stock Units Outstanding

The compensation expense incurred by the Company for RSUs is based on the closing market price of the Company’s common stock on the date of grant and is amortized ratably on a straight-line basis over the requisite service period and charged to general and administrative expense with a corresponding increase to additional paid-in capital.

	Number of Shares			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding at December 31, 2019		2,670		$	7.49	$	-
Granted		27,071			5.30
Vested and settled in shares		(22,457	)		4.83
Outstanding at June 30, 2020		7,284		$	7.55	$	-

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Nature of Business (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Jun. 23, 2020	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Number of patents, description				Intellicheck continues to develop and release innovative products based upon its rich patent portfolio consisting of twenty issued patents and four pending patents.
Net loss		$ (760,273)	$ (873,677)	$ (733,671)	$ (2,086,668)
Net cash used in operating activities				(262,313)	$ (1,596,830)
Cash		14,589,615		14,589,615		$ 3,350,853
Working capital		13,623,080		13,623,080
Accumulated deficit		$ (117,668,783)		$ (117,668,783)		$ (116,935,112)
Public Offering [Member]
Number of common stock shares issued	1,769,230
Shares issued price per share	$ 6.50
Proceeds from offering	$ 10,570,000

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Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Accounting Policies [Line Items]
Goodwill Impairment charges
Impairment charges on intangible assets
Deferred revenue, current portion	$ 527,287		527,287		$ 572,391
Recognized deferred revenue	154,991		458,502
Deferred revenue, non current portion	$ 10,486		$ 10,486		$ 13,322
Four Customers [Member] | Sales Revenue, Net [Member]
Accounting Policies [Line Items]
Percentage of credit risk	44.00%		54.00%
Three Customers [Member] | Sales Revenue, Net [Member]
Accounting Policies [Line Items]
Percentage of credit risk		39.00%		33.00%
Three Customers [Member] | Accounts Receivable [Member]
Accounting Policies [Line Items]
Percentage of credit risk			37.00%

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Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Revenues	$ 1,842,195	$ 1,557,991	$ 4,957,467	$ 2,836,985
Products Transferred at a Point in Time [Member]
Revenues	52,847	72,483	844,139	194,238
Services Transferred Over Time [Member]
Revenues	1,789,348	1,485,508	4,113,328	2,642,747
Software as a Service (SaaS) [Member]
Revenues	1,671,350	1,120,658	3,909,769	1,981,907
Other Subscription and Support Services [Member]
Revenues	70,703	156,306	149,934	424,476
Equipment [Member]
Revenues	51,754	71,109	835,547	187,521
Non-recurring Services [Member]
Revenues	41,450	190,902	41,450	198,045
Extended Warranties on Equipment [Member]
Revenues	5,845	17,641	12,175	38,319
Other [Member]
Revenues	$ 1,093	$ 1,375	$ 8,592	$ 6,717

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Significant Accounting Policies - Schedule of Revenue Performance Obligation (Details)	Jun. 30, 2020 USD ($)
Revenue remaining performance obligations	$ 537,773
Software as a Service (SaaS) [Member]
Revenue remaining performance obligations	472,807
Other Subscription and Support Services [Member]
Revenue remaining performance obligations	46,960
Extended Warranties on Equipment [Member]
Revenue remaining performance obligations	18,006
Remainder 2020 [Member]
Revenue remaining performance obligations	417,132
Remainder 2020 [Member] | Software as a Service (SaaS) [Member]
Revenue remaining performance obligations	374,555
Remainder 2020 [Member] | Other Subscription and Support Services [Member]
Revenue remaining performance obligations	34,084
Remainder 2020 [Member] | Extended Warranties on Equipment [Member]
Revenue remaining performance obligations	8,493
2021 [Member]
Revenue remaining performance obligations	115,756
2021 [Member] | Software as a Service (SaaS) [Member]
Revenue remaining performance obligations	98,252
2021 [Member] | Other Subscription and Support Services [Member]
Revenue remaining performance obligations	9,624
2021 [Member] | Extended Warranties on Equipment [Member]
Revenue remaining performance obligations	7,880
2022 [Member]
Revenue remaining performance obligations	4,885
2022 [Member] | Software as a Service (SaaS) [Member]
Revenue remaining performance obligations
2022 [Member] | Other Subscription and Support Services [Member]
Revenue remaining performance obligations	3,252
2022 [Member] | Extended Warranties on Equipment [Member]
Revenue remaining performance obligations	$ 1,633

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Significant Accounting Policies - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Accounting Policies [Abstract]
Net Loss	$ (760,273)	$ (873,677)	$ (733,671)	$ (2,086,668)
Weighted average common shares - Basic/Diluted	16,377,539	15,742,692	16,265,544	15,691,016
Net Loss per share - Basic/Diluted	$ (0.05)	$ (0.06)	$ (0.05)	$ (0.13)

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Significant Accounting Policies - Summary of Common Stock Equivalents Excluded from Loss Per Diluted Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	1,283,971	1,730,766	1,283,971	1,730,766
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	1,263,257	1,436,323	1,263,257	1,436,323
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	13,430	290,644	13,430	290,644
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	7,284	3,799	7,284	3,799

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Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Balance at beginning of period			$ 174,237
Addition: Acquisition of software license			400,000
Deduction: Amortization expense	$ (26,245)	$ (39,251)	(39,156)	$ (78,503)
Balance at end of period	$ 535,081		$ 535,081

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Intangible Assets - Schedule of Finite-Lived Intangible Assets Amortization Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Amortization of intangible assets	$ 26,245	$ 39,251	$ 39,156	$ 78,503
Cost of Sales [Member]
Amortization of intangible assets	23,676	32,374	34,019	64,748
Selling, General and Administrative [Member]
Amortization of intangible assets	$ 2,569	$ 6,877
General and Administrative [Member]
Amortization of intangible assets			$ 5,137	$ 13,755

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Debt (Details Narrative) - USD ($)				6 Months Ended
	Apr. 14, 2020	Apr. 09, 2020	Feb. 26, 2020	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Feb. 06, 2019
Line of Credit Facility [Line Items]
Line of credit facility, unused availability				$ 2,000,000
Purchase of intellectual property rights and software, value				400,000
Payments to acquire software license				100,000
Proceeds from unsecured promissory note payable				806,100
Total promissory note				806,100
Note payable, current portion				656,775
Note payable, long-term portion				$ 449,325
Note Payable on Software License Agreement [Member] | Licensor [Member]
Line of Credit Facility [Line Items]
Purchase of intellectual property rights and software, value			$ 400,000
Payments to acquire software license			100,000
Remaining obligation to pay for software license			$ 300,000
Payment obligation, description			The purchase price of this license totaled $400,000 which the Company paid an initial fee of $100,000 and has an obligation to pay the Licensor $300,000 which was paid to the Licensor on July 31, 2020.
First Bank [Member] | Paycheck Protection Program [Member]
Line of Credit Facility [Line Items]
Unsecured promissory note payable		$ 796,100
Proceeds from unsecured promissory note payable	$ 10,000
Note maturity term description		Under the terms of the Note, the Company can apply for forgiveness on this Note with the Loan Servicer if certain conditions including the use of the Note proceeds are met over a 24-week period commencing from the date of the Note.
Note interest rate		1.00%
Revolving Credit Facility [Member] | Citi Bank [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity							$ 2,000,000
Revolving Credit Facility [Member] | Northwest Bank [Member]
Line of Credit Facility [Line Items]
Percentage of line of credit interest				4.75%
Line of credit facility, interest rate description				The facility bears interest at a rate consistent of Citibank's Base Rate (4.75% at June 30, 2020) minus 2%.

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Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Professional fees	$ 255,211	$ 171,331
Payroll and related	616,841	544,441
Incentive bonuses	566,236	632,105
Other	44,698	60,209
Accrued expenses	$ 1,482,986	$ 1,408,086

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Income Taxes (Details Narrative) - USD ($)	2 Months Ended	6 Months Ended
	Mar. 27, 2020	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carryforwards			$ 17,000,000
Operating loss carryforwards expiration term		Expire from 2020 through 2039
Net operating loss carryforwards, gross			$ 2,000,000	$ 4,000,000
Percentage of operating loss		80.00%
Income tax, description	The Cares Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes.

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Share Based Compensation (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of warrant or right, outstanding	13,430
Warrants exercisable description	The Company had 13,430 warrants outstanding with an exercise price of $2.20 which are exercisable through 2021.
Warrants exercise price	$ 2.20	$ 2.20
Number of warrants exercised	50,000
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to non-vested share-based compensation	$ 385,358
Recognized over weight average period	2 years 5 months 5 days
Share options available for future grants	1,268,467

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Share Based Compensation - Schedule of Stock Based Compensation (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Share-based compensation expense	$ 103,710	$ 73,042	$ 189,752	$ 442,781
Selling, General and Administrative [Member]
Share-based compensation expense	96,958	66,289	176,247	432,812
Research and Development [Member]
Share-based compensation expense	$ 6,752	$ 6,753	$ 13,505	$ 9,969

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Share Based Compensation - Schedule of Stock Option Activity (Details) - Stock Option Plans [Member]	6 Months Ended
	Jun. 30, 2020 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares Subject to Issuance, Outstanding, Beginning Balance | shares	1,421,623
Number of Shares Subject to Issuance, Exercised | shares	(158,366)
Number of Shares Subject to Issuance, Outstanding, Ending Balance | shares	1,263,257
Number of Shares Subject to Issuance, Exercisable | shares	972,425
Weighted-average Exercise Price, Outstanding, Beginning Balance | $ / shares	$ 1.78
Weighted-average Exercise Price, Exercised | $ / shares	1.28
Weighted-average Exercise Price, Outstanding, Ending Balance | $ / shares	1.85
Weighted-average Exercise Price, Exercisable | $ / shares	$ 1.60
Weighted-average Remaining Contractual Term, Outstanding Beginning Balance	1 year 11 months 15 days
Weighted-average Remaining Contractual Term, Outstanding Ending Balance	1 year 7 months 17 days
Weighted-average Remaining Contractual Term, Exercisable	1 year 1 month 2 days
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $	$ 8,113,777
Aggregate Intrinsic Value, Outstanding, Ending Balance | $	7,206,056
Aggregate Intrinsic Value, Outstanding, Exercisable | $	$ 5,790,302

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Share Based Compensation - Schedule of Restricted Stock Units Outstanding (Details) - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Jun. 30, 2020 $ / shares shares
Number of Shares, Outstanding, Beginning Balance | shares	2,670
Number of Shares, Granted | shares	27,071
Number of Shares, Vested and Settled in Shares | shares	(22,457)
Number of Shares, Outstanding, Ending Balance | shares	7,284
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance	$ 7.49
Weighted Average Grant Date Fair Value, Granted	5.30
Weighted Average Grant Date Fair Value, Vested and Settled in Shares	4.83
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance	7.55
Aggregate Intrinsic Value Outstanding, Beginning Balance
Aggregate Intrinsic Value Outstanding, Ending Balance

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Common Stock (Details Narrative) - Initial Public Offering [Member]	Jun. 23, 2020 USD ($) $ / shares shares
Number of common stock shares issued | shares	1,769,230
Shares issued price per share | $ / shares	$ 6.50
Proceeds from offering	$ 10,710,000
Direct offering costs	$ 141,000

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Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Commitments And contingencies [Line Items]
Operating lease incremental borrowing rate, percentage	5.00%		5.00%
Utilities [Member]
Commitments And contingencies [Line Items]
Operating lease, rent payments	$ 31,404	$ 31,404	$ 62,808	$ 62,808
Cash payment for rent and utility	$ 32,892	$ 32,244	64,826	$ 63,248
Melville, New York [Member]
Commitments And contingencies [Line Items]
Operating lease, rent payments			$ 10,334
Lease expiration			Mar. 31, 2021