The following discussion and analysis should be read in conjunction with our financial statements and related notes appearing elsewhere in this Form 10-K. The following discussion relating to projected growth and future results and events constitutes forward-looking statements. Actual results in future periods may differ materially from the forward-looking statements due to a number of risks and uncertainties. We cannot guarantee future results, levels of activity, performance or achievements. Except as otherwise required under applicable law, we disclaim any obligation to revise or update forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Unless otherwise stated herein, all figures in this Item 7, other than price per share data, are stated in thousands ("000s").

Overview and Recent Developments

The Company is a leading supplier of DTM software enabling the paperless, secure and cost-effective management and authentication of document-based transactions. iSign's solutions encompass a wide array of functionality and services, including electronic signatures, simple-to-complex workflow management and various options for biometric authentication. These solutions are available across virtually all enterprise, desktop and mobile environments as a seamlessly integrated platform for both ad-hoc and fully automated transactions. The Company's products and services result in legally binding transactions that are compliant with applicable laws and regulations and that can provide a higher level of security than paper-based processes. The Company has been a leading supplier of enterprise software solutions within the financial services and insurance industries and has made available to its customers significant expense reduction by enabling a completely electronic document and workflow process, as well as the resulting reduction in mailing, scanning, filing and other costs related to the use of paper.

The Company was incorporated in Delaware in October 1986. Except for the year ended December 31, 2004, in each year since its inception the Company has incurred losses. For the two-year period ended December 31, 2019, the net loss aggregated approximately $2,113, and at December 31, 2019, the Company's accumulated deficit was approximately $134,675.

For the year ended December 31, 2019, total revenue was $844, a decrease of $73, or 8%, compared to total revenue of $917 in the prior year. The decrease in revenue is primarily attributable to the Company's efforts to restructure its operations in favor of partner-generated recurring revenue.

For the year ended December 31, 2019, operating expenses were $1,562, a decrease of $127, or 8%, compared to operating expenses of $1,689 in the prior year. The decrease in operating expenses resulted from changes made in the prior year to the Company's operating expense structure, which changes were made in connection with the Company's efforts to tailor its operations in favor of partner-generated recurring revenue. For the year ended December 31, 2019, the loss from operations was $718, a decrease of $54, or 7%, compared to a loss from operations of $772 in the prior year.

In October 2019, the Company received, from an investor, an advance in the amount of $33 in cash against certain accounts receivable of the Company. Upon collection of the invoice, the Company would repay the advance to the lenders on a pro rata basis together with a 5% advance fee. The receivable was collected and $33 of the advances were repaid in November 2019, along with $2 in advance fees per the agreement. The advance fee was recorded as interest expense in the fourth quarter ended December 31, 2019.





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The Company recorded $36 in debt discount amortization for the twelve months ended December 31, 2019 related to the debt financings.

In February 2019, the Company issued warrants to purchase 985 shares of common stock to employees and consultants associated with their unpaid salaries and consulting fees. The warrants are only exercisable on a cashless basis if the warrant holder elects to exchange their deferred salaries and consulting fees. The Company ascribed a value of $211 to the warrants which is booked as a discount to other long-term liabilities in the balance sheet. The value of the warrants will be amortized to warrant expense in the statement of operations over the life of the warrants. The warrants have a three year life and an exercise price of $0.50 per share.

The Company recorded $65 in warrant amortization expense for the twelve months ended December 31, 2019.





New Accounting Pronouncements

See Note 1, Notes to Consolidated Financial Statements included under Part IV, Item 15 of this report on Form 10-K.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in the Company's consolidated financial statements and the accompanying notes. The amounts of assets and liabilities reported in its balance sheets and the amounts of revenue and expenses reported for each period presented are affected by these estimates and assumptions that are used for, but not limited to, revenue recognition, allowance for doubtful accounts, intangible asset impairments, fair value of financial instruments, stock based compensation and valuation allowances on deferred tax assets. Actual results may differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used by the Company's management in the preparation of the consolidated financial statements.

Stock based Compensation: Stock-based compensation expense is based on the estimated grant date fair value of the portion of stock-based payment awards that are ultimately expected to vest during the period. The grant date fair value of stock-based awards to employees and directors is calculated using the Black-Scholes-Merton option pricing model. Forfeitures of share-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated and it is assumed no dividends will be declared. The estimated fair value of stock-based compensation awards to employees is amortized on an accrual basis over the vesting period of the options.

Valuation of equity warrants: The Company values warrants issued using the Black-Scholes-Merton pricing model.





                                       9

Derivatives: The Company follows the relevant accounting guidance and records derivative instruments (including certain derivative instruments embedded in other contracts) in the consolidated balance sheet as either an asset or a liability measured at their fair value, with changes in the derivative's fair value recognized currently in earnings. The Company values these derivative securities under the fair value method at the end of each reporting period (quarter), and their value is marked-to-market at the end of each reporting period with the gain or loss recorded in earnings. The Company continues to revalue these instruments each quarter to reflect their current value in light of the current market price of our Common Stock. The Company used a simulated probability valuation model to value warrants containing embedded derivative instruments. Determining the appropriate fair-value model and calculating the fair value of such warrants requires considerable judgment. Any change in the estimates (specifically, probabilities) used may cause the value to be higher or lower than that reported. The assumptions used in the model require significant judgment by management and include the following: volatility, expected term, risk-free interest rate, dividends, and warrant holders' expected rate of return, reset provisions based on expected future financings, projected stock prices, and probability of exercise.

The conversion option included within the unsecured convertible promissory notes is accounted for as a derivative liability at its estimated fair value. The derivative is subject to re-measurement at the end of each reporting period, with changes in fair value recognized as a component of interest and other income, in the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the conversion or maturity of the unsecured convertible promissory note purchase agreements.

Revenue: The Company's principal sources of revenues are from the sale of software products, SOW (engineering services), annual software product, and software maintenance contracts. The Company also derives revenue from customers based on the numbers of signatures produced by the Company's signature software solutions imbedded within the customer's product.

Revenue from contracts with customers is recognized using the following five steps:

a) Identify the contract(s) with a customer;

b) Identify the performance obligations (a good or service) in the contract;

c) Determine the transaction price; for each performance obligation within the contract

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

e) Recognize revenue when (or as) the Company satisfies a performance obligation.

Contracts contain performance obligation(s) for the transfer goods or services to a customer. The performance obligations are a promise (or a group of promises) that are distinct. The transaction price is the amount of consideration a Company expects to receive from a customer in exchange for satisfying the performance obligations specified in the contract.

Contracts may contain one or more performance obligations (a good or service). Performance obligations are accounted for separately if they are distinct. A good or service is distinct if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer, and the good or service is distinct in the context of the contract. Otherwise performance obligations will be combined with other promised goods or services until the Company identifies a bundle of goods or services that is distinct.

The transaction price is allocated to all separate performance obligations within the contract based on their relative standalone selling prices ("SSP"). The best evidence for SSP is the price the Company would charge for that good or service when sold separately in similar circumstances to similar customers. If goods or services are not always sold separately, the Company would use the best estimate of SSP in the allocation of transaction price.





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The transaction price reflects the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services, which may include an estimate of variable consideration to the extent that it is probable of not being subject to significant reversals in the future based on the Company's experience with similar arrangements. The transaction price also reflects the impact of the time value of money if there is a significant financing component present in an arrangement. The transaction price excludes amounts collected on behalf of third parties, such as sales taxes.

Revenue is recognized when the Company satisfies each performance obligation identified within the contract by transferring control of the promised goods or services to the customer. Goods or services can transfer at a point in time or over time depending on the nature of the arrangement.

Deferred revenue represents the Company's obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. Our payment terms do not vary by the type of products or services offered. The term between invoicing and when payment is due is not significant. During the year ended December 31, 2019, the Company recognized $387 of revenue that was included in deferred revenue at the beginning of the period.

Contract assets exist when the Company has satisfied a performance obligation but does not have an unconditional right to consideration (e.g., because the entity first must satisfy another performance obligation in the contract before it is entitled to invoice the customer).

The Company transfers all of its goods and services electronically with the associated costs recorded in cost of sales in the Company's Condensed Consolidated Statements of Operations.

Software. Revenue from the sale of software products is recognized when the control is transferred. For most of the Company's software product sales, the control is transferred at the time the product is electronically transferred because the customer has significant risks and rewards of ownership of the asset and the Company has a present right to payment at that time.

Statement of Work (SOW). Revenue from SOW (engineering services) is recognized upon completion, transfer and satisfaction of the performance obligations identified with in the contract by the customer.

Transactional revenue. For transactional type contracts, the Company's performance obligations are met upon transfer of the software master to the customer. Revenue from transactional customers is recognized as the customer reports the number of units (signatures) rendered over the specified reporting period, generally three months.

Recurring Product revenue. The company has revenue contracts that allow the customer to utilize the Company's signature software on an annual basis. Maintenance and support costs are included in the annual price to the customer. The customer has the right to renew or cancel the contract on an annual basis. Recurring revenue is recognized on a straight line basis over the contract period, generally one year.

Maintenance and support. Maintenance and support services are satisfied ratably over time as the customer simultaneously receives and consumes the benefits of the services. As a result, support and maintenance revenue is recognized on a straight line basis over the period of the contract.





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Arrangements with Multiple Performance Obligations. The Company has, from time to time, revenue arrangements that include multiple performance obligations. The Company allocates transaction price to all separate performance obligations based on their relative standalone selling prices ("SSP"). The Company's best evidence for SSP is the price the Company would charge for that good or service when the Company sells it separately in similar circumstances to similar customers. If goods or services are not always sold separately, the Company uses the best estimate of SSP in the allocation of transaction price. The Company's process for determining best estimate of SSP involves management's judgment, and considers multiple factors including, but not limited to, major product groupings, gross margin objectives and pricing practices. Pricing practices may vary over time, depending upon the unique facts and circumstances related to each deliverable. If the facts and circumstances underlying the factors considered change or should future facts and circumstances lead the Company to consider additional factors, the Company's best estimate of SSP may also change.

Contract costs. The incremental costs of obtaining a contract are capitalized if the costs are expected to be recovered. Costs that are recognized as assets are amortized straight-line over the period as the related goods or services transfer to the customer. Costs incurred to fulfill a contract are capitalized if they are not covered by other relevant guidance, relate directly to a contract, will be used to satisfy future performance obligations, and are expected to be recovered.

There was no adjustment to the opening balance of accumulated deficit as of January 1, 2018 from adopting Topic 606.

Significant Judgments. The Company may exercise significant judgment when determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together.

Practical Expedients and Exemptions. Under Topic 606, incremental costs of obtaining a contract, such as sales commissions, are capitalized if they are expected to be recovered. Expensing these costs as they are incurred is not permitted unless they qualify for the practical expedient. The Company elected the practical expedient to expense the costs to obtain a contract as incurred when the expected amortization period is one year or less.

The Company elected the practical expedient under Topic 606 to not disclose the transaction price allocated to remaining performance obligations, since the majority of the Company's arrangements have original expected durations of one year or less, or the invoicing corresponds to the value of the Company's performance completed to date.

The Company elected the practical expedient that allows the Company to not assess a contract for a significant financing component if the period between the customer's payment and the transfer of the goods or services is one year or less.

Allowance for Doubtful Accounts: The allowance for doubtful accounts is based on the Company's assessment of the collectability of specific customer accounts and an assessment of international, political and economic risk as well as the aging of the accounts receivable. If there is a change in actual defaults from the Company's historical experience, the Company's estimates of recoverability of amounts due could be affected and the Company would adjust the allowance accordingly.

Long-lived assets: The Company evaluates the recoverability of its long-lived assets, including intangible assets at least annually or whenever circumstances or events indicate such assets might be impaired. The Company would recognize an impairment charge in the event the net book value of such assets exceeded the future undiscounted cash flows attributable to such assets. Estimation of future cash flows from the products considers the following additional factors:

? legal, regulatory or contractual provisions known to the Company that limit the

useful life of any product technology to less than the assigned useful life;

? whether the Company needs to incur material costs or make modifications in

order for it to continue to be able to realize the benefits afforded by the


   product technologies;




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? effects of obsolescence or significant competitive pressure on the Company's

current or future products are expected to reduce the anticipated cash flow


   from the products;

? demand for products utilizing the technology will diminish, remain stable or


   increase; and

? whether the current markets for the products based on the technology will

remain constant or will change over the useful lives assigned to the


   technologies.

Customer Base: To date, the Company's electronic signature revenue has been derived primarily from financial service industry end-users and from resellers and channel partners serving the financial service industry primarily in North America, the ASEAN Region and Europe. The Company performs periodic credit evaluations of its customers and does not require collateral. The Company maintains reserves for potential credit losses. Historically, such losses have been within the range of management's expectations.

Cost of sales: Cost of sales includes direct engineering labor and overhead for specific revenue based projects initiated by customers and maintenance projects specific to customer needs, along with third party services related to the Company's transactional based revenues.

Research and Development Costs: Research and development costs are charged as expense as incurred.

Net Operating Loss Carry-forwards: Utilization of the Company's net operating losses may be subject to an annual limitation due to the ownership change limitations under Section 382 of the Internal Revenue Code and similar state provisions. As a result, a portion of the Company's net operating loss carry-forwards may not be available to offset future taxable income. The Company has provided a full valuation allowance for deferred tax assets at December 31, 2019 of approximately $16,858 based upon the Company's history of losses.

Segments: The Company reports its financial results in one segment.

Results of Operations - Years Ended December 31, 2019 and December 31, 2018





Revenue

For the year ended December 31, 2019, total revenue was $844, a decrease of $73, or 8%, compared to total revenue of $917 in the prior year. For the year ended December 31, 2019, software product revenue was $195, a decrease of $10, or 5%, compared to product revenue of $205 in the prior year. Maintenance revenue for the year ended December 31, 2019, was $649, a decrease of $63, or 9%, compared to maintenance revenue of $712 in the prior year. The decrease in product revenue is primarily attributable to the Company's efforts to restructure its operations in favor of partner-generated recurring revenue, while existing customers continue to renew ongoing maintenance on new and previously purchased products.





Cost of Sales

For the year ended December 31, 2019, cost of sales was $121, a decrease of $20, or 14%, compared to cost of sales of $141 in the prior year. The decrease was primarily due to a decrease in direct engineering costs associated with the mix of engineering Statement of Work ("SOW") and software product revenue during the year ended December 31, 2019 compared to the prior year.





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Operating Expenses

Research and Development Expenses

For the year ended December 31, 2019, research and development expenses were $630, a decrease of $124, or 16%, compared to research and development expenses of $754 in the prior year. Research and development expenses consist primarily of salaries and related costs, outside contract engineering, maintenance items, and allocated facility expenses. The most significant factors contributing to the decrease in research and development expenses was a decrease in stock option expense, a reduction in outside engineering expense and the reduction in allocated facilities expenses due to the move to smaller facilities half way through the prior year. These reductions were partially offset by a decrease in direct labor transfers to cost of sales due to the decrease in revenues. For the year ended December 31, 2019, total research and development expenses before IT and cost of sales allocations were $750, a decrease of $184, or 20%, compared to $934 of total research and development expenses before allocations in the prior year.





Sales and Marketing Expenses

For the year ended December 31, 2019, sales and marketing expenses were $109, an increase of $10, or 10%, compared to sales and marketing expenses of $99 in the prior year. The increase was primarily attributable to an increase in commissions related to the renewal of certain maintenance contracts during the year.

General and Administrative Expenses

For the year ended December 31, 2019, administrative expenses were $702, an increase of $7, or 1%, compared to administrative expenses of $695 in the prior year. Salaries and related expenses increased $22, or 3%, compared to the prior year. All other overhead expenses incurred during the year decreased $15, or 3%.





Other Income (Expense), Net

Other income (expense), net, for the year ended December 31, 2019, was an expense of $63, an increase of $109, or 237%, compared to income of $46 in the prior year. The increase is due primarily to $65 in amortization expense of warrants issued in February 2019 related to long term deferred compensation.





Interest Expense

For the year ended December 31, 2019, related party interest expense was $74, an increase of $40, or 118%, compared to related party interest expense of $34 in the prior year. For the year ended December 31, 2019, other interest expense was $194, an increase of $54, or 39%, compared to other interest expense of $140 in the prior year. The increase in interest expense is primarily due to borrowings initiated during the last six months of the prior year, accruing interest for the full twelve months ended December 31, 2019, and an increase in the interest rate on unsecured notes from 6% to 10% for the year ended December 31, 2019.

For the year ended December 31, 2019, the Company recorded $36 in debt discount amortization associated with its short-term borrowings, $10 of which is attributable to related parties and $26 of which is attributable to other investors, compared to $125 in the prior year, $35 of which is attributable to related parties and $90 of which is attributable to other investors. The decrease in debt discount amortization was primarily due to the extension of the due date of the notes from December 31, 2018 to December 31, 2019. The due date of the notes was extended again in November 2019 to December 31, 2020.

Liquidity and Capital Resources

Cash and cash equivalents totaled $25 at December 31, 2019, compared to $335 at December 31, 2018.

The cash used in operations was primarily attributable to the net loss of $1,086. This amount was partially offset by non-cash depreciation and amortization charges of $104 and stock-based employee compensation of $189.





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Cash out flows for the acquisition of property and equipment for the year ended December 31, 2019 was $9.

The Company received an advance of $33 in October 2019 against certain accounts receivable. The advance was repaid upon collection of the receivable in November of 2019 along with an advance fee of $2. The advance fee was charged to interest expense in November 2019.

Accounts receivable were $61 at December 31, 2019, a decrease of $23, or 27%, compared to accounts receivable of $84 at December 31, 2018. Accounts receivable at December 31, 2018 was net of $1 in allowances provided for potentially uncollectible accounts. The decrease in accounts receivable is primarily attributable to a lower number of orders billed in the fourth quarter ended December 31, 2019 compared to the prior year.

Prepaid expenses and other current assets were $22 at December 31, 2019, a decrease of $24, or 52%, compared to prepaid expenses and other current assets of $46 at December 31, 2018. The decrease is primarily due to the transfer to cost of sales of prepaid engineering expense associated with current year revenue.

Short-term debt was $2,246 net of $3 in discounts at December 31, 2019. The Company negotiated an extension of the due date of the notes to December 31, 2020.

Accounts payable were $1,196 at December 31, 2019, a decrease of $84, or 7%, compared to $1,280 at December 31, 2018. The decrease is due to cost cutting efforts by the Company.

Accrued compensation was $71 at December 31, 2019, a decrease of $10 or 12%, compared to $81 at December 31, 2018. The decrease was due primarily to the payout of deferred compensation.

Other accrued liabilities including the long term portion were $1,483 at December 31, 2019, compared to $1,189 at December 31, 2018, an increase of $294, or 25%. The increase is primarily attributable to the accrual of certain franchise taxes and professional service fees, partially offset by the unamortized value of warrants issued associated with the long term deferred compensation of $146.

Deferred revenue, including the long-term portion, was $416 at December 31, 2019, an increase of $99, or 31%, compared to deferred revenue of $317 at December 31, 2018. The increase is primarily due to the increase in the collection of maintenance billed in the fourth quarter of 2019.





Financing Transactions



Advances:

In October 2019, the Company received, from an investor, an advance in the amount of $33 in cash against certain accounts receivable of the Company. Upon collection of the invoice, the Company would repay the advance to the lenders on a pro rata basis together with a 5% advance fee. The receivable was collected and $33 of the advances were repaid in November 2019, along with $2 in advance fees per the agreement. The advance fee was recorded as interest expense in the fourth quarter ended December 31, 2019.

The interest rate on the Company's unsecured notes was increased from 6% to 10% for the year ended December 31, 2019. During the twelve months ended December 31, 2019, the Company accrued $268 of interest expense, $226 associated with the notes, of which $74 was to related parties and $152 was to other investors.

The Company recorded $36 in debt discount amortization for the twelve months ended December 31, 2019 related to the above debt financings, $10 was to related parties and $26 was to other investors. In addition the Company recorded $65 in amortization expense on warrants issued associated with long-term deferred compensation.





Contractual Obligations

The Company had no material commitments as of December 31, 2019.





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