Skip to main content

AWARE INC MA

For the period ended Sep 30, 2024. Filed Nov 1, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 1, 2024

AWRE$0.97+1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-09.

0000950170-24-094716

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

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-01.

0000950170-24-120107

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 50 previous paragraphs and 58 current paragraphs.

28 unchanged; 19 reworded; 11 added; 3 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

On October 30, 2024 we announced, Robert Eckel, our Chief Executive Officer and a member of our Board of Directors, will resign from this positions effective as of December 31, 2024. In anticipation of that transition we have engaged an executive strategic advisor to work with the Board and our management to evaluate our market position and sales strategy and provide strategic recommendations. In addition, we have engaged an executive search firm to assist in the identification of Mr. Eckel’s successor. We anticipate that we will recognize approximately $0.9 million of general and administrative expenses during the fourth quarter of 2024 related to this transition.

Current report

Software license revenue decreased 73% from $4.4 million in the three months ended September 30, 2023 to $1.2 million for the three months ended September 30, 2024. As a percentage of total revenue, software license revenue decreased from 69% in the third quarter of 2023 to 31% in the current year quarter. The $3.2 million decrease in software license revenue was due primarily to a decrease in perpetual licenses sales including the impact of $2.9 million of license revenue related to a government contract recognized in the three months ended September 30, 2023.

Current report

Software license revenue decreased 32% from $7.5 million in the nine months ended September 30, 2023 to $5.1 million for the nine months ended September 30, 2024. As a percentage of total revenue, software license revenue decreased from 54% in the nine months ended September 30, 2023 to 41% in the current year period. The $2.4 million decrease in software license revenue was due primarily to a decrease in perpetual licenses sales including the impact of $2.9 million of license revenue related to a government contract recognized in the three months ended September 30, 2023 and partially offset by $0.3 million increase in license revenue related to subscription contracts.

Current report

The spending decreases for the three and nine months ended September 30, 2024, compared to the same prior year periods were primarily due to one time savings related to the reversal of accrued bonus expense as a result of the departure of our chief revenue officer in September 2024.

Current report

Fair value adjustment to contingent acquisition payment. In December 2021, we acquired 100% of the outstanding shares and acquired all of the assets and liabilities of Fortr3ssID for a purchase price of $3.4 million, which consisted of $2.5 million of cash consideration and contingent acquisition payments which were fair valued at $0.9 million at the acquisition date. The maximum contingent acquisition payments at the time of the acquisition was $4.0 million and required cash payments of up to $2.0 million for set revenue targets in 2022 and another $2.0 million for set revenue targets in 2023. No revenue targets were achieved in 2022.

Current report

The maximum contingent acquisition payment as of September 30, 2023 was $2.0 million. We determined that as of September 30, 2023 there was a remote probability of reaching the revenue targets in 2023 and that the fair value of the contingent acquisition payment was $0 at September 30, 2023. As a result, we recorded a $0.8 million gain in the quarter ended September 30, 2023.

Current report

Interest income decreased from $1.0 million in the nine months ended September 30, 2023 to $0.9 million in nine months ended September 30, 2024.

Current report

The dollar decrease in interest income was primarily due to interest income related to an IRS carryback claim that was recognized in the three and nine months ended September 30, 2023.

Current report

Cash used in operations was $3.8 million in the first nine months of 2024. Cash used in operations was primarily the result of $3.2 million of net loss and $1.8 million of changes in assets and liabilities, which were partially offset by $1.2 million of non-cash items primarily for depreciation, amortization and stock-based compensation.

Current report

Cash provided by investing activities was $5.0 million in the first nine months of 2021, which primarily consisted of net sales of marketable securities.

Current report

Cash provided by financing activities was $26 thousand in the first nine months of 2021, which consisted of proceeds from issuance of our common stock and partially offset by the paying income taxes for employees who surrendered shares in connection with stock grants.
Removed paragraphs (3)

Previous report

Software license revenue increased 75% from $1.0 million in the three months ended June 30, 2023 to $1.8 million for the three months ended June 30, 2024. As a percentage of total revenue, software license revenue increased from 33% in the second quarter of 2023 to 42% in the current year quarter.

Previous report

Software license revenue increased 26% from $3.1 million in the six months ended June 30, 2023 to $4.0 million for the six months ended June 30, 2024. As a percentage of total revenue, software license revenue increased from 42% in the six months ended June 30, 2023 to 45% in the current year period.

Previous report

The spending increases for the three and six months ended June 30, 2024, compared to the same prior year periods were primarily due to increased travel expense.
Reworded paragraphs (19)

Previous wording

Revenue and operating loss for the six months ended June 30 2024 were $8.7 million and $2.6 million, respectively. These results compared to revenue of $7.5 million and operating loss of $4.8 million for the six months ended June 30, 2023. The decrease in operating loss in the current six month period was primarily due to a $1.2 million increase in revenue and a $0.9 million decrease in operating expenses resulting from cost-control measures we implemented in the second half of 2023 and the first quarter of 2024, including a reduction of approximately ten percent of our headcount across all departments.

Current wording

Revenue and operating loss for the three months ended September 30 2024 were $3.8 million and $1.5 million, respectively. These results compared to revenue of $6.4 million and operating income of $0.7 million for the three months ended September 30, 2023. The shift from operating income to an operating loss in the current three month period was primarily due to a $2.6 million decrease in revenue along with the impact of a gain of $0.8 million we recorded related to an adjustment in the fair value of contingent acquisition payment related to our Fortr3ssID acquisition in December 2021 in the three months ended September 30, 2023. These were partially offset by $0.3 million decrease in operating expenses resulting cost-control measures we implemented in the second half of 2023 and the first quarter of 2024, including a reduction of approximately ten percent of our headcount across all departments.

Previous wording

Revenue and operating loss for the three months ended June 30 2024 were $4.3 million and $1.4 million, respectively. These results compared to revenue of $3.2 million and operating loss of $2.9 million for the three months ended June 30, 2023. The decrease in operating loss in the current three month period was primarily due to a $1.3 million increase in revenue and $0.5 million decrease in operating expenses resulting from cost-control measures we implemented in the second half of 2023 and the first quarter of 2024, including a reduction of approximately ten percent of our headcount across all departments.

Current wording

Revenue and operating loss for the nine months ended September 30 2024 were $12.6 million and $4.1 million, respectively. These results compared to revenue of $13.9 million and operating loss of $4.1 million for the nine months ended September 30, 2023. Operating loss in the current nine month was impacted primarily by a $1.3 million decrease in revenue, which was partially offset by a $1.2 million decrease in operating expenses resulting from cost-control measures we implemented in the second half of 2023 and the first quarter of 2024, including a reduction of approximately ten percent of our headcount across all departments. During the three months ended September 30, 2023, we recorded a gain of $0.8 related to an adjustment in the fair value of contingent acquisition payment related to our Fortr3ssID acquisition in December 2021.

Previous wording

Software maintenance revenue increased 22% from $1.8 million in the three months ended June 30, 2023 to $2.2 million in the three months ended June 30, 2024. As a percentage of total revenue, software maintenance revenue decreased from 55% in the second quarter of 2023 to 50% in the current year second quarter. For the three month period ended June 30, 2024, the increase in software maintenance revenue was primarily due to software maintenance related to our sales of perpetual software licenses.

Current wording

Software maintenance revenue increased 19% from $1.9 million in the three months ended September 30, 2023 to $2.3 million in the three months ended September 30, 2024. As a percentage of total revenue, software maintenance revenue increased from 30% in the third quarter of 2023 to 59% in the current year third quarter. For the three month period ended September 30, 2024, the increase in software maintenance revenue was primarily due to expansion of our customer base that has purchased and is actively using our perpetual software licenses.

Previous wording

Software maintenance revenue increased 20% from $3.6 million in the six months ended June 30, 2023 to $4.3 million in the in the six month period ended June 30, 2024. As a percentage of total revenue, software maintenance revenue increased from 48% in the first six months of 2023 to 49% in the current year period. For the six month period ended June 30, 2024, the increase in software maintenance revenue was primarily due to software maintenance related to our sales of perpetual software licenses.

Current wording

Software maintenance revenue increased 20% from $5.5 million in the nine months ended September 30, 2023 to $6.6 million in the in the nine month period ended September 30, 2024. As a percentage of total revenue, software maintenance revenue increased from 40% in the first nine months of 2023 to 52% in the current year period. For the nine month period ended September 30, 2024, the increase in software maintenance revenue was primarily due to software maintenance related to our sales of perpetual software licenses.

Previous wording

Services and other revenue decreased 37% from $0.7 million in the six months ended June 30, 2023 to $0.5 million in the six months ended June 30, 2024. As a percentage of total revenue, services and other revenue decreased from 10% in the six months ended June 30, 2023 to 5% in the current year period.

Current wording

Services and other revenue increased from $0.1 million in the three months ended September 30, 2024 to $0.4 million in the three months ended September 30, 2024. As a percentage of total revenue, services and other revenue increased from 2% in the third quarter of 2023 to 11% in the current year quarter.

Previous wording

Services and other revenue was $0.4 million in each of the three month periods ended June 30, 2024 and 2023. As a percentage of total revenue, services and other revenue decreased from 12% in the second quarter of 2023 to 8% in the current year quarter.

Current wording

Services and other revenue increased 5% from $0.8 million in the nine months ended September 30, 2023 to $0.9 million in the nine months ended September 30, 2024. As a percentage of total revenue, services and other revenue increased from 6% in the nine months ended September 30, 2023 to 7% in the current year period.

Previous wording

Cost of services and other revenue was $0.3 million in each of the three month periods ended June 30, 2024 and 2023. Cost of services and other revenue as a percentage of services and other revenue decreased from 86% in the second quarter of 2023 to 76% in the current year second quarter.

Current wording

Cost of services and other revenue decreased 34% from $0.4 million in the three months ended September 30, 2023 to $0.3 million the three months ended September 30, 2024. Cost of services and other revenue as a percentage of total revenue increased from 2% in the third quarter of 2023 to 11% in the current year third quarter.

Previous wording

Cost of services and other revenue decreased 12% from $0.6 million in the six months ended June 30, 2023 to $0.5 million in the current year period. Cost of services and other revenue as a percentage of services and other revenue increased from 84% in the six months ended June 30, 2023 to 117% in the current year period.

Current wording

Cost of services and other revenue decreased 21% from $1.0 million in the nine months ended September 30, 2023 to $0.8 million in the current year period. Cost of services and other revenue as a percentage of total revenue decreased from 7% in the nine months ended September 30, 2023 to 6% in the current year period.

Previous wording

Total engineering costs decreased 17% from $2.6 million in the three months ended June 30, 2023 to $2.1 million in the three months ended June 30, 2024. As a percentage of total revenue, total engineering costs decreased from 81% in the three months ended June 30, 2023 to 50% in the same current year quarter in 2024.

Current wording

Total engineering costs decreased 20% from $2.7 million in the three months ended September 30, 2023 to $2.1 million in the three months ended September 30, 2024. As a percentage of total revenue, total engineering costs increased from 42% in the three months ended September 30, 2023 to 56% in the same current year quarter.

Previous wording

Total engineering costs decreased 13% from $5.3 million in the six months ended June 30, 2023 to $4.6 million in the six months ended June 30, 2024. As a percentage of total revenue, total engineering costs decreased from 70% in the six months ended June 30, 2023 to 53% in the same current year period in 2024.

Current wording

Total engineering costs decreased 15% from $7.9 million in the nine months ended September 30, 2023 to $6.7 million in the nine months ended September 30, 2024. As a percentage of total revenue, total engineering costs decreased from 57% in the nine months ended September 30, 2023 to 54% in the same current year period.

Previous wording

The spending decreases for the three and six months ended June 30, 2024 compared to the same prior year period were primarily due to decreased headcount. We anticipate that we will continue to focus our future research and development activities on enhancing our existing products and developing new products with our growing internal resources.

Current wording

The spending decreases for the three and nine months ended September 30, 2024 compared to the same prior year periods were primarily due to decreased headcount. We anticipate that we will continue to focus our future research and development activities on enhancing our existing products and developing new products with our growing internal resources.

Previous wording

Selling and marketing expense increased 7% from $2.0 million in the three months ended June 30, 2023 to $2.1 million in the same three month period of 2024. As a percentage of total revenue, selling and marketing expense decreased from 61% in the second quarter of 2023 to 49% in the corresponding period in 2024.

Current wording

Selling and marketing expense decreased 15% from $2.2 million in the three months ended September 30, 2023 to $1.9 million in the same three month period of 2024. As a percentage of total revenue, selling and marketing expense increased from 34% in the third quarter of 2023 to 48% in the corresponding period in 2024.

Previous wording

Selling and marketing expense increased 1% from $3.9 million in the six months ended June 30, 2023 to $4.0 million in the same six month period of 2024. As a percentage of total revenue, selling and marketing expense decreased from 53% in the second quarter of 2023 to 46% in the corresponding period in 2024.

Current wording

Selling and marketing expense decreased 5% from $6.1 million in the nine months ended September 30, 2023 to $5.8 million in the same nine month period of 2024. As a percentage of total revenue, selling and marketing expense increased from 44% in the nine months ended September 30, 2023 to 46% in the corresponding period in 2024.

Previous wording

General and administrative expense decreased 9% from $1.6 million for the three months ended June 30, 2023 to $1.4 million for the three months ended June 30, 2024. As a percentage of total revenue, general and administrative was 49% in the second quarter of 2023 and 33% in the corresponding period of 2024.

Current wording

General and administrative expense decreased 18% from $2.2 million for the three months ended September 30, 2023 to $1.9 million for the three months ended September 30, 2024. As a percentage of total revenue, general and administrative was 25% in the third quarter of 2023 and 34% in the corresponding period of 2024.

Previous wording

General and administrative expense decreased 10% from $3.1 million for the six months ended June 30, 2023 to $2.8 million for the six months ended June 30, 2024. As a percentage of total revenue, general and administrative was 41% in the six months ended June 30, 2024 and 32% in the corresponding period of 2024.

Current wording

General and administrative expense decreased 13% from $4.7 million for the nine months ended September 30, 2023 to $4.1 million for the nine months ended September 30, 2024. As a percentage of total revenue, general and administrative was 34% in the nine months ended September 30, 2024 and 32% in the corresponding period of 2024.

Previous wording

The expense decreases for the three and six months ended June 30, 2024 compared to the same prior year periods were primarily due to the impact of lower headcount. Fluctuations of general and administrative expenses are expected depending on specific activities in a period.

Current wording

The expense decreases for the three and nine months ended September 30, 2024 compared to the same prior year periods were primarily due to the impact of lower headcount. Fluctuations of general and administrative expenses are expected depending on specific activities in a period.

Previous wording

Interest Income. Interest income was $0.3 million in each of the three months ended June 30, 2024 and 2023 and $0.6 million in each of the six months ended June 30, 2024 and 2023.

Current wording

Interest Income. Interest income decreased from $0.4 million in the three months ended September 30, 2023 to $0.3 million in three months ended September 30, 2024.

Previous wording

Income taxes. Total income tax expense was $39 thousand and $0 for the three months ended June 30, 2024 and 2023, respectively and $39 thousand and $0 for the six months ended June 30, 2024 and 2023, respectively. The income tax expense relates to limitations on the usage of net operating loss carryforwards generated in years beginning after December 31, 2017.

Current wording

Income taxes. Total income tax expense was $15 thousand and $0 for the three months ended September 30, 2024 and 2023, respectively and $54 thousand and $0 for the nine months ended September 30, 2024 and 2023, respectively. The income tax expense relates to limitations on the usage of net operating loss carryforwards generated in years beginning after December 31, 2017.

Previous wording

At June 30, 2024, we had cash, cash equivalents and marketable securities of $27.4 million, which represented a decrease of $3.5 million from December 31, 2023. The decrease in cash, cash equivalents and marketable securities was primarily due to the impact of $3.5 million of cash used in operating activities.

Current wording

At September 30, 2024, we had cash, cash equivalents and marketable securities of $27.4 million, which represented a decrease of $3.5 million from December 31, 2023. The decrease in cash, cash equivalents and marketable securities was primarily due to the impact of $3.8 million of cash used in operating activities.