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Summary of Significant Accounting Policies (Policies) | 6 Months Ended
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Jun. 30, 2020
Summary of Significant Accounting Policies |
Description of the Company | Description of the Company OneSpan Inc. and its wholly owned subsidiaries design, develop, market and support hardware and software security systems that manage and secure access to information assets. OneSpan has operations in Austria, Australia, Belgium, Brazil, Canada, China, France, Japan, The Netherlands, Singapore, Switzerland, the United Arab Emirates, the United Kingdom (U.K), and the United States (U.S.). ​ In accordance with ASC 280, Segment Reporting, our operations are reported as a single operating segment. The chief operating decision maker is the Chief Executive Officer who reviews the statement of operations of the Company on a consolidated basis, makes decisions and manages the operations of the Company as a single operating segment.
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of OneSpan and its subsidiaries and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. All significant intercompany accounts and transactions have been eliminated. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020, particularly in light of the novel coronavirus (COVID-19) pandemic and its effects on domestic and global economies. To limit the spread of COVID-19, governments have imposed, and may continue to impose, among other things, travel and business operation restrictions and stay-at-home orders and social distancing guidelines, causing some businesses to adjust, reduce or suspend operating activities. These disruptions and restrictions could adversely affect our operating results due to, among other things, reduced demand for our services and solutions as a result of our customers having to adjust, reduce or suspend operating activities. During the summer of 2020, we began to experience softened demand for our products and services due to, we believe, global economic uncertainty connected with the continued seriousness of the COVID-19 pandemic. ​ For additional information, see Part II, Item 1A – Risk Factors of this Form 10-Q for additional information regarding the potential impact of COVID-19 on the Company.
Revision of Previously Issued Financial Statements | Revision of Previously Issued Financial Statements We have revised amounts reported in previously issued financial statements for the periods presented in this Quarterly Report on Form 10-Q related to immaterial errors. The errors relate to certain contracts with customers involving term-based software licenses and related maintenance and support services. The net contract assets that originated from a portion of these contracts in prior periods were not properly accounted for in subsequent periods, which caused overstatements of revenue in prior periods. ​ We evaluated the aggregate effects of the errors to our previously issued financial statements in accordance with SEC Staff Accounting Bulletins No. 99 and No. 108 and, based upon quantitative and qualitative factors, determined that the errors were not material to the previously issued financial statements and disclosures included in our Annual Reports on Form 10-K for the years ended December 31, 2019 and 2018, or for any quarterly periods included therein or through our most recent Quarterly Report on Form 10-Q. ​ The following tables present the effects of the aforementioned revisions on our condensed consolidated balance sheet as of December 31, 2019, our unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2019, our unaudited condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2019, our unaudited condensed consolidated statement of stockholders’ equity for the three and six months ended June 30, 2019, our unaudited condensed consolidated statement of stockholders’ equity for the three months ended March 31, 2020, and our unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2019 (in thousands). ​ Condensed Consolidated Balance Sheet ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2019
in thousands |  | As Previously Reported |  | Adjustments | ​ | As Revised
Contract assets | ​ | $ | 7,058 | ​ | $ | (1,818) | ​ | $ | 5,240
Total current assets | ​ | ​ | 211,619 | ​ | ​ | (1,818) | ​ | ​ | 209,801
Contract assets - non-current | ​ | ​ | 3,565 | ​ | ​ | (210) | ​ | ​ | 3,355
Total assets | ​ | ​ | 384,570 | ​ | ​ | (2,028) | ​ | ​ | 382,542
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Short-term income taxes payable | ​ | ​ | 7,711 | ​ | ​ | (301) | ​ | ​ | 7,410
Total current liabilities | ​ | ​ | 74,113 | ​ | ​ | (301) | ​ | ​ | 73,812
Long-term deferred revenue | ​ | ​ | 15,259 | ​ | ​ | — | ​ | ​ | 15,259
Long-term income taxes payable | ​ | ​ | 6,958 | ​ | ​ | — | ​ | ​ | 6,958
Total liabilities | ​ | ​ | 120,549 | ​ | ​ | (301) | ​ | ​ | 120,248
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Accumulated income | ​ | ​ | 181,167 | ​ | ​ | (1,727) | ​ | ​ | 179,440
Accumulated other comprehensive loss | ​ | ​ | ​ | ​ | ​ | — | ​ | ​ | ​
Total stockholders' equity | ​ | ​ | 264,021 | ​ | ​ | (1,727) | ​ | ​ | 262,294
Total liabilities and stockholders' equity | ​ | ​ | 384,570 | ​ | ​ | (2,028) | ​ | ​ | 382,542
​ Condensed Consolidated Statements of Operations (Unaudited) ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months ended June 30, 2019 | ​ | Six Months ended June 30, 2019
​ |  | As Previously Reported |  | Adjustments | ​ | As Revised |  | As Previously Reported |  | Adjustments | ​ | As Revised
Revenue |  | ​ |  |  | ​ | ​ | ​ | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |
Product and license | ​ | $ | 40,117 | ​ | $ | — | ​ | $ | 40,117 | ​ | $ | 71,978 | ​ | $ | (518) | ​ | $ | 71,460
Services and other | ​ |  | 16,117 | ​ | ​ | (67) | ​ |  | 16,050 | ​ |  | 31,864 | ​ | ​ | (62) | ​ |  | 31,802
Total revenue | ​ |  | 56,234 | ​ | ​ | (67) | ​ |  | 56,167 | ​ |  | 103,842 | ​ | ​ | (580) | ​ |  | 103,262
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Gross Profit | ​ |  | 38,354 | ​ | ​ | (67) | ​ |  | 38,287 | ​ |  | 69,923 | ​ | ​ | (580) | ​ |  | 69,343
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating loss | ​ |  | (2,211) | ​ | ​ | (67) | ​ |  | (2,278) | ​ |  | (7,738) | ​ | ​ | (580) | ​ |  | (8,318)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Loss before income taxes | ​ |  | (1,691) | ​ | ​ | (67) | ​ |  | (1,758) | ​ |  | (7,634) | ​ | ​ | (580) | ​ |  | (8,214)
Provision (benefit) for income taxes | ​ |  | 770 | ​ | ​ | (17) | ​ |  | 753 | ​ |  | 499 | ​ | ​ | (146) | ​ |  | 353
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net Loss | ​ | ​ | (2,461) | ​ | ​ | (50) | ​ | ​ | (2,511) | ​ | ​ | (8,133) | ​ | ​ | (434) | ​ | ​ | (8,567)
​ Condensed Consolidated Statements of Comprehensive Loss (Unaudited) ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months ended June 30, 2019 | ​ | Six Months ended June 30, 2019
​ | ​ | As Previously Reported |  | Adjustments | ​ | As Revised |  | As Previously Reported |  | Adjustments | ​ | As Revised
Net income (loss) | ​ | $ | (2,461) | ​ | $ | (50) | ​ | $ | (2,511) | ​ | $ | (8,133) | ​ | $ | (434) | ​ | $ | (8,567)
Comprehensive income (loss) | ​ | ​ | (3,771) | ​ | ​ | (50) | ​ | ​ | (3,821) | ​ | ​ | (8,589) | ​ | ​ | (434) | ​ | ​ | (9,023)
​ Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Total Stockholders' Equity
in thousands |  | As Previously Reported |  | Adjustments | ​ | As Revised
Balance at December 31, 2018 | ​ | $ | 252,441 | ​ | $ | (802) | ​ | $ | 251,639
Net income (loss) | ​ | ​ | (5,671) | ​ | ​ | (385) | ​ | ​ | (6,056)
Balance at March 31, 2019 | ​ | ​ | 247,958 | ​ | ​ | (1,187) | ​ | ​ | 246,771
Net income (loss) | ​ | ​ | (2,461) | ​ | ​ | (50) | ​ | ​ | (2,511)
Balance at June 30, 2019 | ​ | ​ | 244,815 | ​ | ​ | (1,237) | ​ | ​ | 243,578
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at December 31, 2019 | ​ | $ | 264,021 | ​ | $ | (1,727) | ​ | $ | 262,294
Net income (loss) | ​ | ​ | 98 | ​ | ​ | (94) | ​ | ​ | 4
Balance at March 31, 2020 | ​ | ​ | 260,639 | ​ | ​ | (1,821) | ​ | ​ | 258,818
​ Condensed Consolidated Statements of Cash Flows (Unaudited) ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months ended June 30, 2019
in thousands | ​ | As Previously Reported |  | Adjustments | ​ | As Revised
Cash flows from operating activities: |  | ​ |  |  | ​ |  | ​ | ​ | ​
Net loss | ​ | $ | (8,133) | ​ | $ | (434) | ​ | $ | (8,567)
Changes in operating assets and liabilities: | ​ |  |  | ​ |  | ​ | ​ |  |
Contract assets | ​ |  | 4,123 | ​ |  | 580 | ​ |  | 4,703
Income taxes payable | ​ | ​ | (5,993) | ​ | ​ | (146) | ​ | ​ | (6,139)
Deferred revenue | ​ |  | — | ​ |  | — | ​ |  | —
Net cash provided by (used in) operating activities | ​ |  | (22,793) | ​ |  | — | ​ |  | (22,793)
​ For the three months ended March 31, 2020, the impacts of the adjustments resulted in a decrease of $0.1 million to income before taxes, and a decrease of $0.1 million to net income, compared to the amounts previously reported.
Principles of Consolidation | Principles of Consolidation ​ The consolidated financial statements include the accounts of OneSpan Inc. and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.
Estimates and Assumptions | ​ Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The financial position and results of the operations of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated into U.S. Dollars using current exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates are charged or credited to other comprehensive income (loss). Gains and losses resulting from foreign currency transactions are included in the condensed consolidated statements of operations in other income (expense), net. Foreign exchange transaction gains aggregated less than $0.1 million for the three months ended June 30, 2020, and foreign exchange transaction gains aggregated $0.2 million for the three months ended June 30, 2019. For the six months ended June 30, 2020, foreign exchange loss aggregated $0.5 million, and foreign exchange transaction losses aggregated $0.7 million for the six months ended June 30, 2019. The financial position and results of our operations in Singapore, Switzerland, and Canada are measured in U.S. Dollars. For these subsidiaries, gains and losses that result from foreign currency transactions are included in the consolidated statements of operations in other income (expense), net.
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash. We are in a lease agreement that required a letter of credit in the amount of $0.8 million to secure the obligation. The restricted cash related to this letter of credit is recorded in other non-current assets on the Condensed Consolidated Balance Sheet at June 30, 2020 and December 31, 2019.
Short Term Investments | Short Term Investments ​ The Company’s short term investments are in debt securities which consist of U.S treasury bills and notes, U.S. government agency notes, corporate notes, and high quality commercial paper with maturities at acquisition of more than three months and less than twelve months The Company classifies its investments in debt securities as available-for-sale. The Company adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments, on January 1, 2020, which amended our accounting for available-for-sale debt securities. Credit impairments are recorded through an allowance rather than a direct write-down of the security and are recorded through a charge to the condensed consolidated statement of operations. Unrealized gains or losses not related to credit impairments are recorded in accumulated other comprehensive gain/(loss) in the condensed consolidated balance sheets. The Company reviews available-for-sale debt securities for impairments related to credit losses and other factors each quarter. As of June 30, 2020 and December 31, 2019, the unrealized gains and losses were not material.
Accounts Receivable, net of Allowance for Credit Losses | ​ Accounts Receivable, net of Allowance for Credit Losses ​ The Company adopted ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, on January 1, 2020. As a result of the adoption, the Company amended its accounting policies for the allowance for credit losses. In accordance with ASU No. 2016-13, the Company evaluates its allowance based on expected losses rather than incurred losses, which is known as the current expected credit loss (“CECL”) model. The allowance is determined using the loss rate approach and is measured on a collective (pool) basis when similar risk characteristics exist. Where financial instruments do not share risk characteristics, they are evaluated on an individual basis. The allowance is based on relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.
Equity Method Investment | Equity Method Investment ​ We apply the equity method of accounting to our investment in Promon AS (Promon), because we exercise significant influence, but not controlling interest, in the investee. Promon is a technology company headquartered in Norway that specializes in mobile app security, whose solutions focus largely on Runtime Application Self-Protection (RASP). We exercise significant influence over Promon as a result of our 17% ownership interest in Promon, our representation on Promon’s Board of Directors, and the significance to Promon of our business activities with them. We integrate Promon’s RASP technology into our software solution, which are licensed to our customers. Under the equity method of accounting, the Company’s proportionate share of the net earnings (losses) of Promon is reported in other income (expense), net in our condensed consolidated Statements of Operations. The impact of the proportionate share of net earnings (losses) were immaterial for the three and six months ended June 30, 2020 and 2019 as were the relative size of Promon’s assets and operations in relation to the Company’s. The carrying value of our equity method investment is reported in other noncurrent assets in the condensed consolidated Balance Sheets and is reported originally at cost and adjusted each period for the Company’s share of the investee’s earnings (losses) and dividends paid, if any. The Company also assesses the investment for impairment whenever events or changes in circumstances indicate that the carrying value of the investment may not be recoverable. The Company did not record any impairment charges during the six month periods ended June 30, 2020 and 2019. The Company recorded $0.1 million and $0.6 million in costs of sales during the three months ended June 30, 2020 and June 30, 2019, respectively for license fees owed to Promon for use of their software and technology, and recorded $1.4 million and $1.2 million for the six months ended June 30, 2020 and 2019, respectively. The Company owed Promon $2.3 million as of June 30, 2020, which is included in accounts payable and accrued liabilities. ​
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which amends the Board’s guidance on the impairment of financial instruments. The ASU adds an impairment model that is based on expected losses rather than incurred losses, which is known as the current expected credit loss (“CECL”) model. The CECL model applies to most debt instruments (other than those measured at fair value), trade and other receivables, financial guarantee contracts, and loan commitments. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted ASC 326 as of January 1, 2020, using the cumulative-effect transition method with the required prospective approach. The cumulative-effect transition method enables an entity to record an allowance for expected credit losses at the date of adoption without restating comparative periods. The cumulative-effect adjustment for adoption of ASC 326 resulted in a decrease of $0.3 million in Accounts receivable, net of allowances and Accumulated Income as of January 1, 2020. ​ In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment. This standard eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (i.e. Step 2 of the current guidance), instead measuring the impairment charge as the excess of the reporting unit's carrying amount over its fair value (i.e. Step 1 of the current guidance). The guidance was effective for us beginning in the first quarter of 2020, and should be applied prospectively. Early adoption is permitted for impairment testing dates after January 1, 2017. We adopted this standard on January 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on our consolidated financial statements. ​ In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which amends ASC 820, Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019, with early adoption permitted for removed or modified disclosures, and delayed adoption of the additional disclosures until their effective date. We adopted this standard on January 1, 2020 on a retrospective basis. The adoption of this standard did not have a material impact on our consolidated financial statements. ​ In August 2018, the FASB issued ASU 2018-15, C ustomer's Accounting for Fees Paid in a Cloud Computing Arrangement, which helps entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (CCA) by providing guidance for determining when an arrangement includes a software license and when an arrangement is solely a hosted CCA service. Under ASU 2018-15, customers will apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. The new guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense, and requires additional quantitative and qualitative disclosures. We adopted this standard on January 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on our consolidated financial statements. ​ In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans (ASU 2018-14), which modifies the disclosure requirements for defined benefit pension plans and other postretirement plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020, and earlier adoption is permitted. We are currently evaluating the effect that the ASU will have on our consolidated financial statements and related disclosures. ​ In December 2019, the FASB issued ASU 2019-12, Simplification for Accounting for Income Taxes, which removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective beginning January 1, 2021. The Company is evaluating the impact of adoption of the new standard on its consolidated financial statements. ​ In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topics 321, 323 and 815. The new standard addresses accounting for the transition into and out of the equity method and measurement of certain purchased options and forward contracts to acquire investments. The standard is effective for the Company for annual and interim periods beginning after July 1, 2022, with early adoption permitted. Adoption of the standard requires changes to be made prospectively. The Company is evaluating the impact of adoption of the new standard on its consolidated financial statements. ​ In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Statements. The amendments in this update represent changes to clarify or improve codification and correct unintended application. This standard was effective immediately upon issuance and its adoption did not have a material impact on the Company’s consolidated financial statements. ​ In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This update provides optional expedients and exceptions for applying generally accepted accounting principles to certain contract modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. The guidance is effective upon issuance and can be applied through December 31, 2022. The Company is currently evaluating the potential impact of the new standard on its consolidated financial statements. ​ From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, our management believes that the issued standards that are not yet effective will not have a material impact on our consolidated financial statements upon adoption.

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