Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

FORM 10‑Q


(Mark One)

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

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017

MARCH 31, 2023

OR

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

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO

Commission file number 000‑24389000-24389


OneSpan Inc.

VASCO Data Security International, Inc.

(Exact Name of Registrant as Specified in Its Charter)


DELAWARE

36‑4169320

36-4169320

(State or Other Jurisdiction of


Incorporation or Organization)

(I.R.S. Employer


Identification No.)

1901 South Meyers Road,

121 West Wacker Drive, Suite 210

Oakbrook Terrace,2050

Chicago, Illinois 60181

60601

(Address of Principal Executive Offices)(Zip (Zip Code)

(630) 932‑8844

(312) 766-4001
(Registrant’s telephone number, including area code)


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

Title of each class:Trading SymbolName of each exchange on which registered:
Common Stock, par value $0.001 per shareOSPNNasdaq
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 of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No

o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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

o

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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑212b-2 of the Exchange Act.

Large accelerated filer

o

Accelerated filer

x

Non-accelerated filer

o

Emerging growth company

o

Smaller reporting company

o

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.

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑212b-2 of the Exchange Act). o Yes xNo

There were 40,170,04739,949,527shares of Common Stock, $.001$0.001 par value per share, outstanding at October 27, 2017.

April 28, 2023.



Table of Contents

VASCO Data Security International,OneSpan Inc.

Form 10‑Q

10-Q

For The Quarterly Periodthe Quarter Ended September 30, 2017

March 31, 2023

Table of Contents

Page No.

3

4

5

6

7

19

30

30

31

Unregistered Sales of Equity Securities and Use of Proceeds

33

Item 5.

Other Information

33

34

35

2

This report contains trademarks of VASCO Data Security International, Inc. and its subsidiaries, which include VASCO, the VASCO “V” design, Digipass as a Service, MYDIGIPASS.COM, DIGIPASS, VACMAN, aXsGUARD, IDENTIKEY, Cronto, and eSignLive.

2


Table of Contents

VASCO Data Security International,PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)
OneSpan Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

In thousands, except par value)

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

 

2017

    

2016

 

 

(unaudited) 

 

 

 

ASSETS

 

 

 

 

 

 

  Current assets

 

 

  

 

 

  

Cash and equivalents

 

$

49,261

 

$

49,345

Short term investments

 

 

109,463

 

 

94,856

Accounts receivable, net of allowance for doubtful accounts of $533 in 2017 and $535 in 2016

 

 

34,612

 

 

36,693

Inventories, net

 

 

17,395

 

 

17,420

Prepaid expenses

 

 

4,000

 

 

3,249

Other current assets

 

 

4,705

 

 

5,596

        Total current assets

 

 

219,436

 

 

207,159

  Property and equipment:

 

 

  

 

 

  

     Furniture and fixtures

 

 

6,415

 

 

5,547

     Office equipment

 

 

14,454

 

 

13,028

 

 

 

20,869

 

 

18,575

     Accumulated depreciation

 

 

(17,056)

 

 

(15,294)

         Property and equipment, net

 

 

3,813

 

 

3,281

  Goodwill

 

 

56,384

 

 

54,409

  Intangible assets, net of accumulated amortization

 

 

40,084

 

 

46,549

  Other assets

 

 

15,969

 

 

15,872

        Total assets

 

$

335,686

 

$

327,270

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

  

 

 

  

Current liabilities

 

 

  

 

 

  

     Accounts payable

 

$

6,038

 

$

8,915

     Deferred revenue

 

 

31,331

 

 

36,364

     Accrued wages and payroll taxes

 

 

12,317

 

 

10,894

     Income taxes payable

 

 

2,625

 

 

4,594

     Other accrued expenses

 

 

6,682

 

 

5,464

     Deferred compensation

 

 

1,073

 

 

1,729

        Total current liabilities

 

 

60,066

 

 

67,960

  Other long-term liabilities

 

 

9,516

 

 

1,878

  Deferred income taxes

 

 

795

 

 

853

        Total liabilities

 

 

70,377

 

 

70,691

Stockholders' equity

 

 

  

 

 

  

Preferred stock: 500 shares authorized, none issued and outstanding at September 30, 2017 or December 31, 2016

 

 

 —

 

 

 —

Common stock: $.001 par value per share, 75,000 shares authorized; 40,170 and 40,097 issued and outstanding at September 30, 2017 and December 31, 2016, respectively

 

 

40

 

 

40

Additional paid-in capital

 

 

89,125

 

 

87,481

Accumulated income

 

 

181,989

 

 

178,551

Accumulated other comprehensive loss

 

 

(5,845)

 

 

(9,493)

  Total stockholders' equity

 

 

265,309

 

 

256,579

  Total liabilities and stockholders' equity

 

$

335,686

 

$

327,270

(Unaudited)

March 31,December 31,
20232022
ASSETS
Current assets
Cash and cash equivalents$106,519 $96,167 
Restricted cash1,017 1,208 
Short-term investments— 2,328 
Accounts receivable, net of allowances of $1,676 in 2023 and $1,600 in 202232,285 65,132 
Inventories, net15,640 12,054 
Prepaid expenses7,938 6,222 
Contract assets4,256 4,520 
Other current assets8,603 10,757 
Total current assets176,259 198,387 
Property and equipment, net15,095 12,681 
Operating lease right-of-use assets7,635 8,022 
Goodwill92,243 90,514 
Intangible assets, net of accumulated amortization13,323 12,482 
Deferred income taxes1,919 1,901 
Other assets10,832 11,095 
Total assets$317,306 $335,082 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable$17,255 $17,357 
Deferred revenue54,072 64,637 
Accrued wages and payroll taxes14,163 18,345 
Short-term income taxes payable1,932 2,438 
Other accrued expenses9,309 7,664 
Deferred compensation222 373 
Total current liabilities96,953 110,814 
Long-term deferred revenue5,715 6,269 
Long-term lease liabilities8,093 8,442 
Long-term income taxes payable2,565 2,565 
Deferred income taxes1,210 1,197 
Other long-term liabilities3,439 2,484 
Total liabilities117,975 131,771 
Stockholders' equity
Preferred stock: 500 shares authorized, none issued and outstanding at March 31, 2023 and December 31, 2022— — 
Common stock: $.001 par value per share, 75,000 shares authorized; 40,987 and 40,764 shares issued; 39,949 and 39,726 shares outstanding at March 31, 2023 and December 31, 2022, respectively40 40 
Additional paid-in capital110,019 107,305 
Treasury stock, at cost, 1,038 shares outstanding at March 31, 2023 and December 31, 2022(18,222)(18,222)
Retained earnings120,382 128,738 
Accumulated other comprehensive loss(12,888)(14,550)
Total stockholders' equity199,331 203,311 
Total liabilities and stockholders' equity$317,306 $335,082 
See accompanying notes to unaudited condensed consolidated financial statements.

3


Table of Contents

VASCO Data Security International,OneSpan Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(inIn thousands, except per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30, 

 

September 30, 

 

 

    

2017

    

2016

    

2017

    

2016

 

Revenue

 

 

  

 

 

  

 

 

  

 

 

  

 

Product and license

 

$

38,421

 

$

34,251

 

$

104,454

 

$

118,786

 

Services and other

 

 

12,705

 

 

9,397

 

 

34,331

 

 

25,922

 

Total revenue

 

 

51,126

 

 

43,648

 

 

138,785

 

 

144,708

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

  

 

 

  

 

 

  

 

 

  

 

Products and license

 

 

12,083

 

 

11,400

 

 

32,668

 

 

39,925

 

Services and other

 

 

2,397

 

 

2,198

 

 

7,511

 

 

6,078

 

Total cost of goods sold

 

 

14,480

 

 

13,598

 

 

40,179

 

 

46,003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

36,646

 

 

30,050

 

 

98,606

 

 

98,705

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs:

 

 

  

 

 

  

 

 

  

 

 

  

 

Sales and marketing

 

 

13,956

 

 

13,453

 

 

42,997

 

 

41,982

 

Research and development

 

 

5,493

 

 

5,807

 

 

17,669

 

 

17,617

 

General and administrative

 

 

9,882

 

 

7,682

 

 

26,323

 

 

25,071

 

Amortization of purchased intangible assets

 

 

2,203

 

 

2,196

 

 

6,603

 

 

6,622

 

Total operating costs

 

 

31,534

 

 

29,138

 

 

93,592

 

 

91,292

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

5,112

 

 

912

 

 

5,014

 

 

7,413

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

 

386

 

 

229

 

 

1,016

 

 

504

 

Other income (expense), net

 

 

(185)

 

 

118

 

 

402

 

 

731

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

5,313

 

 

1,259

 

 

6,432

 

 

8,648

 

Provision for income taxes

 

 

2,558

 

 

781

 

 

2,994

 

 

3,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

2,755

 

$

478

 

$

3,438

 

$

5,502

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per share

 

$

0.07

 

$

0.01

 

$

0.09

 

$

0.14

 

Diluted income per share

 

$

0.07

 

$

0.01

 

$

0.09

 

$

0.14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

  

 

 

  

 

 

  

 

 

  

 

  Basic

 

 

39,811

 

 

39,736

 

 

39,792

 

 

39,709

 

  Diluted

 

 

39,821

 

 

39,834

 

 

39,802

 

 

39,786

 

(Unaudited)

Three Months Ended
March 31,
20232022
Revenue
Product and license$33,146 $29,485 
Services and other24,461 22,962 
Total revenue57,607 52,447 
Cost of goods sold
Product and license11,288 9,079 
Services and other7,033 6,690 
Total cost of goods sold18,321 15,769 
Gross profit39,286 36,678 
Operating costs
Sales and marketing20,011 15,000 
Research and development9,463 12,096 
General and administrative16,653 14,784 
Restructuring and other related charges706 2,659 
Amortization of intangible assets583 1,382 
Total operating costs47,416 45,921 
Operating loss(8,130)(9,243)
Interest income (expense), net503 (17)
Other (expense) income, net(40)15,647 
Income (loss) before income taxes(7,667)6,387 
Provision for income taxes689 1,173 
Net income (loss)$(8,356)$5,214 
Net loss per share
Basic$(0.21)$0.13 
Diluted$(0.21)$0.13 
Weighted average common shares outstanding
Basic40,05739,577
Diluted40,05739,687
See accompanying notes to unaudited condensed consolidated financial statements.

4


Table of Contents

VASCO Data Security International,OneSpan Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

LOSS

(in thousands, unaudited)

In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30, 

 

September 30, 

 

 

    

2017

    

2016

    

2017

    

2016

 

Net income

 

$

2,755

 

$

478

 

$

3,438

 

$

5,502

 

Other Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative translation adjustment, net

 

 

1,203

 

 

 7

 

 

3,633

 

 

(425)

 

Pension adjustment, net of tax

 

 

 4

 

 

 —

 

 

15

 

 

 —

 

Comprehensive income

 

$

3,962

 

$

485

 

$

7,086

 

$

5,077

 

(Unaudited)

Three Months Ended March 31,
20232022
Net loss$(8,356)$5,214 
Other comprehensive loss
Cumulative translation adjustment, net of tax1,715 (2,020)
Pension adjustment, net of tax(60)(25)
Unrealized gains (loss) on available-for-sale securities(79)
Comprehensive loss$(6,694)$3,090 
See accompanying notes to unaudited condensed consolidated financial statements.

5


Table of Contents

VASCO Data Security International,OneSpan Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
For the Three Months Ended March 31, 2023:
DescriptionCommon StockTreasury - Common StockAdditional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders'
Equity
SharesAmountSharesAmount
Balance at December 31, 202239,726$40 1,038$(18,222)$107,305 $128,738 $(14,550)$203,311 
Net income (loss)— — — (8,356)— (8,356)
Foreign currency translation adjustment, net of tax— — — — 1,715 1,715 
Share-based compensation— — — — 3,812 — — 3,812 
Vesting of restricted stock awards329— — — — — — 
Tax payments for stock issuances(105)— — (1,098)— — (1,098)
Unrealized gain (loss) on available-for-sale securities— — — — 
Pension adjustment, net of tax— — — — (60)(60)
Balance at March 31, 202339,950$40 1,038$(18,222)$110,019 $120,382 $(12,888)$199,331 

For the Three Months Ended March 31, 2022:
DescriptionCommon StockTreasury - Common StockAdditional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders'
Equity
SharesAmountSharesAmount
Balance at December 31, 202140,001$40 592(12,501)$100,250 $143,173 $(11,182)$219,780 
Net income (loss)— — — 5,214 — 5,214 
Foreign currency translation adjustment, net of tax— — — — (2,020)(2,020)
Share-based compensation— — 1,360 — — 1,360 
Vesting of restricted stock awards34— — — — — — 
Tax payments for stock issuances(14)— — (635)— — (635)
Unrealized gain (loss) on available-for-sale-securities— — — — — (79)(79)
Pension adjustment, net of tax— — — — — (25)(25)
Balance at March 31, 202240,021$40 592$(12,501)$100,975 $148,387 $(13,306)$223,595 
6

OneSpan Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(inIn thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 

 

 

    

2017

    

2016

 

Cash flows from operating activities:

 

 

  

 

 

  

 

Net income

 

$

3,438

 

$

5,502

 

Adjustments to reconcile net income to net cash provided:

 

 

  

 

 

  

 

Depreciation and amortization

 

 

7,893

 

 

7,930

 

Loss on disposal of assets

 

 

227

 

 

14

 

Deferred tax expense (benefit)

 

 

73

 

 

(1,816)

 

Stock-based compensation

 

 

1,901

 

 

4,066

 

Changes in assets and liabilities

 

 

  

 

 

  

 

Accounts receivable, net

 

 

3,854

 

 

2,545

 

Inventories, net

 

 

(97)

 

 

2,179

 

Other current assets

 

 

(751)

 

 

608

 

Accounts payable

 

 

(2,808)

 

 

(2,132)

 

Income taxes payable

 

 

(2,089)

 

 

(651)

 

Accrued expenses

 

 

2,096

 

 

(882)

 

Deferred compensation

 

 

(656)

 

 

(488)

 

Deferred revenue

 

 

2,093

 

 

8,021

 

Other long-term liabilities

 

 

(125)

 

 

(10)

 

Net cash provided by operating activities

 

 

15,049

 

 

24,886

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

  

 

 

  

 

Purchase of short term investments

 

 

(168,731)

 

 

(159,771)

 

Maturities of short term investments

 

 

155,000

 

 

94,653

 

Additions to property and equipment

 

 

(1,323)

 

 

(2,004)

 

Additions to intangible assets

 

 

(65)

 

 

(85)

 

Other assets

 

 

(397)

 

 

(4,095)

 

Net cash used in investing activities

 

 

(15,516)

 

 

(71,302)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

  

 

 

  

 

Tax payments for restricted stock issuances

 

 

(257)

 

 

(1,000)

 

Net cash used in financing activities

 

 

(257)

 

 

(1,000)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

640

 

 

351

 

 

 

 

 

 

 

 

 

Net decrease in cash

 

 

(84)

 

 

(47,065)

 

Cash and equivalents, beginning of period

 

 

49,345

 

 

78,522

 

Cash and equivalents, end of period

 

$

49,261

 

$

31,457

 

(Unaudited)

Three Months Ended March 31,
20232022
Cash flows from operating activities:
Net loss$(8,356)$5,214 
Adjustments to reconcile net loss from operations to net cash used in operations:
Depreciation and amortization of intangible assets1,319 2,097 
Gain on sale of equity-method investment— (14,810)
Deferred tax benefit794 
Stock-based compensation3,812 1,360 
Changes in operating assets and liabilities:
Accounts receivable33,134 20,559 
Inventories, net(3,361)(260)
Contract assets278 (904)
Accounts payable(273)(941)
Income taxes payable(512)(332)
Accrued expenses(1,963)(2,723)
Deferred compensation(151)(797)
Deferred revenue(11,390)(5,156)
Other assets and liabilities692 (441)
Net cash provided by (used in) operating activities13,237 3,660 
Cash flows from investing activities:
Purchase of short-term investments— (15,812)
Maturities of short-term investments2,330 14,500 
Additions to property and equipment(3,069)(272)
Additions to intangible assets(7)(7)
Cash paid for acquisition of business(1,800)— 
Sale of equity-method investment— 18,874 
Net cash (used in) provided by investing activities(2,546)17,283 
Cash flows from financing activities:
Tax payments for restricted stock issuances(1,098)(635)
Net cash used in financing activities(1,098)(635)
Effect of exchange rate changes on cash569 (45)
Net increase in cash10,162 20,263 
Cash, cash equivalents, and restricted cash, beginning of period97,374 64,228 
Cash, cash equivalents, and restricted cash, end of period$107,536 $84,491 

See accompanying notes to unaudited condensed consolidated financial statements.

6

7

Table of Contents

VASCO Data Security International,OneSpan Inc.

Notes to Condensed Consolidated Financial Statements

(All amounts are in thousands, except per share data)

(Unaudited)

Unless otherwise noted, references in this Quarterly Report on Form 10‑Q10-Q to “VASCO,“OneSpan,“company,“Company,” “we,” “our,” and “us,” refer to VASCO Data Security International,OneSpan Inc. and its subsidiaries.

Note 1 – Description of the Company and Basis of Presentation
Description of the Company

    OneSpan helps organizations accelerate digital transformations by enabling secure, compliant, and easy customer agreements and transaction experiences. The Company is a global leader in providing high-assurance identity and authentication security as well as enterprise-grade electronic signature (e-signature) solutions for use cases ranging from simple transactions to workflows that are complex or require higher levels of security. The Company’s solutions help its clients ensure the integrity of the people and records associated with digital agreements, transactions, and interactions in industries including banking, financial services, healthcare, and professional services. The Company offers a portfolio of products and services across identity verification, authentication, virtual interactions and transactions, and secure digital storage. OneSpan has operations in Austria, Australia, Belgium, Canada, China, France, Japan, The Netherlands, Singapore, Switzerland, the United Arab Emirates, the United Kingdom (U.K), and the United States (U.S.).
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of OneSpan 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 of America (“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, 2022.
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. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Business Transformation

In May 2022, the Company announced a three-year strategic transformation plan that began on January 1, 2023. The Company expects this transformation plan will enable it to build on its strong solution portfolio and market position, enhance its enterprise go-to-market strategy, accelerate revenue growth, and drive efficiencies to support margin expansion and increased profitability. In conjunction with the strategic transformation plan and to enable a more efficient capital deployment model, effective with the quarter ended June 30, 2022, the Company began reporting under the following two lines of business, which are its reportable operating segments: Digital Agreements and Security Solutions. The Company plans to manage Digital Agreements for accelerated growth and market share gains and Security Solutions for cash flow given its more modest growth profile. For further information regarding the Company’s reportable segments, see Note 3, Segment Information.

While the Company’s consolidated results will not be impacted, the Company has recast its segment information for the three months ended March 31, 2022 for comparable presentation.

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Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP 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
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). Losses resulting from foreign currency transactions were $0.2 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively, and are included in "Other income (expense), net" in the condensed consolidated statements of operations.

Note 1 -2 – Summary of Significant Accounting Policies

Nature of Operations

VASCO Data Security International, Inc. (“VASCO”) and its wholly owned subsidiaries design, develop, market and support hardware and software security systems that manage and secure access to information assets. VASCO has operations in Austria, Australia, Belgium, Brazil, Canada, China, France, Japan, The Netherlands, Singapore, Switzerland, the United Arab Emirates, the United Kingdom, and the United States (“U.S.”).

In accordance with ASC 280, Segment Reporting, our operations are reported as a single operating segment.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of VASCO and its subsidiaries and

There have been prepared pursuantno changes to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally acceptedsignificant accounting principles for complete financial statements and should be read in conjunction with the audited consolidated financial statements includedpolicies described in the company’s Annual Report on Form 10‑K10-K for the year ended December 31, 2016.

In2022, filed with the opinion of management,SEC on February 28, 2023 that have had a material impact on the accompanying unauditedCompany’s condensed consolidated financial statements have been preparedand related notes.

Restricted Cash
We are party to lease agreements that require letters of credit to secure the obligations which totaled $0.9 million and $1.1 million at March 31, 2023 and December 31, 2022, respectively. Additionally, we maintained a cash guarantee with a payroll vendor in the amount of $0.1 million at both March 31, 2023 and December 31, 2022. The restricted cash related to the letters of credit and the payroll vendor cash guarantee is recorded in "restricted cash" on the same basis ascondensed consolidated balance sheets.
Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by 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. The operating results for the interim periods presented are not necessarily indicative of the results expected for a full year.

Revision of Previously Issued Financial Statements

Cost of goods sold, gross profit and operating expenses for the three and nine months ended September 30, 2016 reflected in the statements of operations have been revised from amounts previously reported to correct immaterial errors previously disclosed in Note 1, Revision of Previously Issued Financial Statements in our Annual Report on Form 10‑K for the year ended December 31, 2016. Specifically, for the three and nine months ended September 30, 2016, cost of goods sold increased by $2,051 and $5,849 and gross profit and operating expenses each decreased from the respective amounts previously reported by $2,051 and $5,849, respectively.

In addition, in accordance with SEC requirements, revenue is presented in two categories, Product and License Revenue and Service and Other Revenue. Product and License Revenue includes hardware products and software licenses. Service and Other Revenue includes software as a service (“SaaS”) solutions, maintenance and support, and professional services. Additional adjustments were made to present cost of goods sold consistent with these two categories.

Principles of Consolidation

The consolidated financial statements include the accounts of VASCO and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

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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

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. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of operations in other income (expense), net.

The financial position and results of operations of our operations in Canada, Singapore and Switzerland 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.

For the three and nine months ended September 30, 2017, foreign currency transactions resulted in a loss of $273 and $320, respectively, compared to a loss of $110 and a gain of $152 for the same periods in 2016.

Revenue Recognition

We recognize revenue in accordance with Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, the Company believes that the issued standards that are not yet effective will not have a material impact on its consolidated financial statements and disclosures upon adoption.

Note 3 – Segment Information
Segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker (CODM), in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer.
Digital Agreements. Digital Agreements consists of solutions that enable our clients to secure and automate business processes associated with their digital agreement and customer transaction lifecycles that require consent, non-repudiation and compliance. These solutions, which are largely cloud-based, include our OneSpan Sign e-signature solution and our OneSpan Notary and Virtual Room solutions. As our transformation plan progresses, we expect to include other cloud-based security modules associated with the secure transaction lifecycle of identity verification, authentication, virtual interactions and transactions, and secure digital storage in the Digital Agreements segment. This segment also includes costs attributable to our transaction cloud platform.
Security Solutions. Security Solutions consists of our broad portfolio of software products and/or software development kits (SDKs) that are used to build applications designed to defend against attacks on digital transactions across online environments, devices and applications. These solutions, which are largely on-premises software products, include identity verification, multi-factor authentication and transaction signing,
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such as mobile application security, mobile software tokens, and Digipass authenticators that are not cloud-connected devices.
Segment operating income consists of the revenues generated by a segment, less the direct costs of revenue, sales and marketing, research and development expenses, amortization expense, and restructuring and other related charges that are incurred directly by a segment. The Company recorded $0.6 million of amortization expense in Digital Agreements operating income during the three months ended March 31, 2023 and 2022. The Company recorded $0 and $0.8 million of amortization expense in Security Solutions operating income during the three months ended March 31, 2023 and 2022, respectively. Unallocated corporate costs include costs related to administrative functions that are performed in a centralized manner that are not attributable to a particular segment.

    Prior to 2023, the company allocated certain cost of goods sold and operating expenses to its two reportable segments using a direct cost allocation and an allocation based on revenue split between the segments. Beginning in the first quarter of 2023, and as a result of the ongoing strategic transformation, the Company refined its allocation methodology to better align internal and external costs more directly to where the employee efforts are being spent on each segment moving forward. As a result of this change, there was an increase in cost of goods sold and operating expenses being allocated to the Digital Agreements segment, which better aligns with the investments the Company is making to grow that segment as compared to its Security Solutions segment.
The tables below set forth information about the Company’s reportable operating segments for the three months ended March 31, 2023 and 2022, along with the items necessary to reconcile the segment information to the totals reported in the accompanying condensed consolidated financial statements.
Three Months Ended
March 31,
(In thousands, except percentages)20232022
Digital Agreements
Revenue$11,552 $13,301 
Gross profit$8,448 $10,286 
Gross margin73 %77 %
Operating income (loss)$(6,033)$1,125 
Security Solutions
Revenue$46,055 $39,146 
Gross profit$30,838 $26,392 
Gross margin67 %67 %
Operating income$15,631 $7,689 
Total Company:
Revenue$57,607 $52,447 
Gross profit$39,286 $36,678 
Gross margin68 %70 %
Statements of Operations reconciliation:
Segment operating income$9,598 $8,814 
Corporate operating expenses not allocated at the segment level(17,728)(18,057)
Operating loss$(8,130)$(9,243)
Interest income (expense), net503 (17)
Other (expense) income, net(40)15,647 
Income (loss) before income taxes$(7,667)$6,387 
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The following tables illustrate the disaggregation of revenues by category and services, including a reconciliation of the disaggregated revenues to revenues from the Company’s two reportable operating segments for the three months ended March 31, 2023 and 2022:
Three Months Ended March 31,
20232022
Digital AgreementsSecurity SolutionsDigital AgreementsSecurity Solutions
(In thousands)
Subscription$10,348 $19,608 $11,671 $11,598 
Maintenance and support996 10,165 1,352 10,594 
Professional services and other (1)208 1,416 278 1,603 
Hardware products— 14,866 — 15,351 
Total Revenue$11,552 $46,055 $13,301 $39,146 
(1) Professional services and other includes perpetual software licenses revenue, which was less than 2% of total
revenue for the three months ended March 31, 2023 and 2022.
The Company allocates goodwill by reporting unit, in accordance with Accounting Standards Codification (ASC) 985‑605, Software350Revenue Recognition, ASC 985‑605‑25, Revenue Recognition – Multiple Element Arrangements, and Staff Accounting Bulletin 104.

Product and License Revenue includes hardware products and software licenses. ServicesGoodwill and Other includes software as a service (“SaaS”), maintenance. Asset information by segment is not reported to or reviewed by the CODM to allocate resources, and support, and professional services.

Revenue is recognized when there is persuasive evidence that an arrangement exists, delivery has occurred,therefore, the fee is fixed or determinable and collection of the revenue is probable.

In multiple-element arrangements, some of our products are accounted for under the software provisions of ASC 985‑605 and others under the provisions that relate to the sale of non-software products.

In our typical multiple-element arrangement, the primary deliverables include:

1.

a client component (i.e., an item that is used by the person being authenticated in the form of either a new standalone hardware device or software that is downloaded onto a device the customer already owns),

2.

host system software that is installed on the customer’s systems (i.e., software on the host system that verifies the identity of the person being authenticated) or licenses for additional users on the host system software, if the host system software had been installed previously, and

3.

post contract support (“PCS”) in the form of maintenance on the host system software or support.

Our multiple-element arrangements may also include other items that are usually delivered prior to the recognition of any revenue and incidental to the overall transaction, such as initialization of the hardware device, customization of the hardware device itself or the packaging in which it is delivered, deployment services where we deliver the device to our customer’s end-use customer or employee and, in some limited cases, professional services to assist with the initial implementation of a new customer.

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In multiple-element arrangements that include a hardware client device, we allocate the selling price among all elements, delivered and undelivered, based on our internal price lists and the percentage of the selling price of that element, per the price list, to the total of the estimated selling price of all of the elements per the price list. Our internal price lists for both delivered and undelivered elements were determined to be reasonable estimates of the selling price of each element based on a comparison of actual sales made to the price list.

In multiple-element arrangements that include a software client device, we account for each element under the standards of ASC 985‑605 related to software. When software client device and host software are delivered elements, we use the Residual Method (ASC 605‑25) for determining the amount of revenue to recognize for token and software licenses if we have vendor-specific objective evidence (“VSOE”) for all of the undelivered elements. Any discount provided to the customer is applied fully to the delivered elements in such an arrangement. VSOE for undelivered elements is established using the “bell curve method.” Under this method, we conclude VSOE exists when a substantial majority of PCS renewals are within a narrow range of pricing. The estimated selling price of PCS items is based on an established percentage of the user license fee attributable to the specific software. In sales arrangements where VSOE of fair valueCompany has not been established, revenue for all elements is deferred and amortized over the life of the arrangement.

For transactions other than multiple-element arrangements, we recognize revenue as follows:

1.

Product and License Revenue: Revenue from the sale of computer security hardware or the license of software is recorded upon shipment or, if an acceptance period is allowed, at the latter of shipment or customer acceptance. No significant obligations or contingencies exist with regard to delivery, customer acceptance or rights of return at the time revenue is recognized.

2.

SaaS: We generate SaaS revenues from our cloud services offerings. SaaS revenues include fees from customers for access to the eSignLive suite of solutions. Our standard customer arrangements generally do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. As such, these arrangements are considered service contracts and revenue is recognized ratably over the service period of the contract.

3.

Maintenance and Support Agreements: Maintenance and support agreements generally call for us to provide software updates and technical support, respectively, to customers. Revenue on maintenance and technical support is deferred and recognized ratably over the term of the applicable maintenance and support agreement.

4.

Professional Services: We provide professional services to our customers. Revenue from such services is recognized during the period in which the services are performed.

We recognize revenue from sales to distributors and resellers on the same basis as sales made directly to customers. We recognize revenue when there is persuasive evidence that an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection of the revenue is probable.

For large-volume transactions, we may negotiate a specific price that is based on the number of users of the software license or quantities of hardware supplied. The per unit prices for large-volume transactions are generally lower than transactions for smaller quantities and the price differences are commonly referred to as volume-purchase discounts.

All revenue is reported on a net basis, excluding any sales taxes or value added taxes.

Long-term deferred revenue of $7,455 is included in Other long-term liabilities at September 30, 2017.

Cash and Cash Equivalents

Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents are high-quality short term money market instruments and commercial paper, with original maturities of

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three months or less. Cash is held by a number of U.S. and non-U.S. commercial banks and money market investment funds.

Short Term Investments

Short term investments are stated at cost plus accrued interest, which approximates fair value. Short term investments consist of bank certificates of deposit and high quality commercial paper with original maturities of more than three and less than twelve months.

Accounts Receivable and Allowance for Doubtful Accounts

The creditworthiness of customers (including distributors and resellers) is reviewed prior to shipment. A reasonable assurance of collection is a requirement for revenue recognition. Verification of credit and/or the establishment of credit limits are part of the customer contract administration process. Credit limit adjustments for existing customers may result from the periodic review of outstanding accounts receivable. The company records trade accounts receivable at invoice values, which are generally equal to fair value.

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make payments for goods and services. We analyze accounts receivable balances, customer credit-worthiness, current economic trends and changes in our customer payment timing when evaluating the adequacy of the allowance for doubtful accounts. The allowance is based on a specific review of all significant past-due accounts. If the financial condition of our customers deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories, net

Inventories, consisting principally of hardware and component parts, are stated at the lower of cost or net realizable value. Cost is determined using the first-in-first-out (FIFO) method. We write down inventory when it appears that the carrying cost of the inventory may not be recovered through subsequent sale of the inventory. We analyze the quantity of inventory on hand, the quantity sold in the past year, the anticipated sales volume in the form of sales to new customers as well as sales to previous customers, the expected sales price and the cost of making the sale when evaluating the valuation of our inventory. If the sales volume or sales price of a specific model declines significantly, additional write downs may be required.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets ranging from three to seven years. Additions and improvements are capitalized, while expenditures for maintenance and repairs are charged to operations as incurred. Gains or losses resulting from sales, disposals, or retirements are recorded as incurred, at which time related costs and accumulated depreciation are removed from the accounts.

Long Term Investments

Included in Other Assets are minority equity investments in companies we believe may be beneficial in executing our strategy. At September 30, 2017 and December 31, 2016, investments were $4,073. In accordance with ASC 325, the investments are recorded at cost and evaluated for impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Cost of Goods Sold

Included in product cost of goods sold are direct product costs. Cost of goods sold related to service revenues are primarily costs related to SaaS solutions, including personnel and equipment costs, and personnel costs of employees providing professional services and maintenance and support.

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Research and Development Costs

Costs for research and development, principally the design and development of hardware, and the design and development of software prior to the determination of technological feasibility, are expensed as incurred on a project-by-project basis.

Software Development Costs

We capitalize software development costs in accordance with ASC 985‑20, Costs of Software to be Sold, Leased, or Marketed. Research costs and software development costs, prior to the establishment of technological feasibility, determined based upon the creation of a working model, are expensed as incurred. Our software capitalization policy defines technological feasibility as a functioning beta test prototype with confirmed manufacturability (a working model), within a reasonably predictable range of costs. Additional criteria include receptive customers, or potential customers, as evidenced by interest expressed in a beta test prototype, at some suggested selling price. Our policy is to amortize capitalized costs by the greater of (a) the ratio that current gross revenue for a product bears to the total of current and anticipated future gross revenue for that product or (b) the straight-line method over the remaining estimated economic life of the product, generally two to five years, including the period being reported on. No software development costs were capitalized during the three and nine months ended September 30, 2017.

Income Taxes

We account for income taxes under thedisclosed asset and liability method. Deferred tax assets and liabilities are recognizedinformation for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize the effect of a change in tax rates on deferred tax assets and liabilities in income in the period that includes the enactment date.

We monitor our potential income tax exposures as required by ASC 740‑10, Income Taxes.

We have significant foreign tax credit, net operating loss, and other deductible carryforwards in certain jurisdictions available to reduce the liability on future taxable income. A valuation reserve has been provided to offset some of these future benefits because we have not determined that their realization is more likely than not.

Fair Value of Financial Instruments

At September 30, 2017 and December 31, 2016, our financial instruments were cash equivalents, short term investments, accounts receivable, accounts payable and accrued liabilities. The estimated fair value of our financial instruments has been determined using level one inputs as defined in ASC 820, Fair Value Measurements and Disclosures. The fair values of the financial instruments were not materially different from their carrying amounts at September 30, 2017 and December 31, 2016.

Accounting for Leases

All of our leases are operating leases. Rent expense on facility leases is charged evenly over the life of the lease, regardless of the timing of actual payments.

Goodwill and Other Intangibles

Intangible assets arising from business combinations such as acquired technology, customer relationships, and other intangible assets, are originally recorded at fair value. Intangible assets other than patents with definite lives are amortized over the useful life, generally three to seven years for proprietary technology and five to twelve years for customer relationships. Patents are amortized over the life of the patent, generally 20 years in the U.S.

segments.

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Goodwill represents the excess of purchase price over the fair value of net identifiable assets acquired in a business combination. We assess the impairment of goodwill and intangible assets with indefinite lives each November 30 or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative assessment includes comparing the overall financial performance of the reporting units against the planned results used in the last quantitative goodwill impairment test. Additionally, each reporting unit’s fair value is assessed in light of certain events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity- and reporting unit specific events. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgments and estimates. If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then a two-step quantitative impairment test is performed. Under the first step, the estimated fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the estimated fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation in acquisition accounting. The residual amount after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit under the two-step assessment is determined using a combination of both income and market-based variation approaches. The inputs and assumptions to valuation methods used to estimate the fair value of reporting units involves significant judgments.

During 2017, we determined certain events and circumstances resulted in a change in the composition of our reporting units. Previously, we considered the Company to be two reporting units, the operations of eSignLive and the remainder of our operations. Due to the continued integration of eSignLive operations and changes in management, we now consider the Company to be a single reporting unit. We have not recorded any goodwill impairment charges for the three or nine-month periods ended September 30, 2017. The change in the composition of our reporting units will be reflected in our annual impairment test performed as of November 30.

Stock-Based Compensation

We have stock-based employee compensation plans, described in Note 6. ASC 718‑10, Stock Compensation requires us to estimate the fair value of restricted stock granted to employees, directors and others and to record compensation expense equal to the estimated fair value. Compensation expense is recorded on a straight-line basis over the vesting period. Forfeitures are recorded as incurred.

Retirement Benefits

We record annual expenses relating to our pension benefit plans based on calculations which include various actuarial assumptions, including discount rates, assumed asset rates of return, compensation increases, and turnover rates. We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends. The effects of gains, losses, and prior service costs and credits are amortized over the average service life. The funded status, or projected benefit obligation less plan assets, for each plan, is reflected in our consolidated balance sheets using a December 31 measurement date.

Warranty

Warranties are provided on the sale of certain of our products and an accrual for estimated future claims is recorded at the time revenue is recognized. We estimate the cost based on past claims experience, sales history and other considerations. We regularly assess the adequacy of our estimates and adjust the amounts as necessary. Our standard practice is to provide a warranty on our hardware products for either a one or two year period after the date of purchase. Customers may purchase extended warranties covering periods from one to four years after the standard warranty period.

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We defer the revenue associated with the extended warranty and recognize it into income on a straight-line basis over the extended warranty period. We have historically experienced minimal actual claims over the warranty period.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014‑09,4 – Revenue from Contracts with Customers (ASU 2014‑09)

Disaggregation of Revenues
The following tables present the Company’s revenues disaggregated by major products and services, geographical region and timing of revenue recognition:
Revenue by major products and services
Three Months Ended March 31,
20232022
(In thousands)
Subscription$29,956 $23,269 
Maintenance and support11,161 11,946 
Professional services and other (1)1,624 1,881 
Hardware products14,866 15,351 
Total Revenue$57,607 $52,447 
(1)Professional services & other includes perpetual software licenses revenue, which was less than 2% of total revenue for the three months ended March 31, 2023 and 2022.
Revenue by location of customer for the Three Months Ended March 31, 2023 and 2022
We classify our sales by customer location in three geographic regions: 1) EMEA, which includes Europe, Middle East and Africa; 2) the Americas, which includes North, Central, and South America; and 3) Asia Pacific (APAC), which supersedes nearly all existingincludes Australia, New Zealand, and India. The breakdown of revenue in each of our major geographic areas was as follows:
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Three Months Ended March 31,
20232022
(In thousands, except percentages)
Revenue
EMEA$27,820 $24,876 
Americas20,498 17,249 
APAC9,289 10,322 
Total revenue$57,607 $52,447 
% of Total Revenue
EMEA48 %47 %
Americas36 %33 %
APAC16 %20 %
Timing of revenue recognition guidance under U.S. GAAP.
Three Months Ended March 31,
(In thousands)20232022
Products and Licenses transferred at a point in time$33,146 $29,485 
Services transferred over time24,461 22,962 
Total Revenue$57,607 $52,447 
Contract balances
The core principlefollowing table provides information about receivables, contract assets and contract liabilities from contracts with customers as of ASU 2014‑09 isMarch 31, 2023 and December 31, 2022:
March 31,December 31,
(In thousands)20232022
Receivables, inclusive of trade and unbilled$32,285 $65,132 
Contract Assets (current and non-current)$4,410 $4,642 
Contract Liabilities (Deferred Revenue current and non-current)$59,787 $70,906 
Contract assets relate primarily to recognize revenues when promised goods or servicesmulti-year term license arrangements and the remaining contractual billings. These contract assets are transferred to receivables when the right to bill occurs over a 2 to 5 year period. The contract liabilities primarily relate to the advance consideration received from customers for subscription and maintenance services. Revenue is recognized for these services over time.
As a practical expedient, the Company does not adjust the promised amount of consideration for the effects of a significant financing component when it is expected, at contract inception, that the period between the Company's transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. Extended payment terms are not typically included in an amountcontracts with customers.
Revenue recognized during the three months ended March 31, 2023 included $28.3 million that reflectswas included on the considerationDecember 31, 2022 consolidated balance sheet in contract liabilities. Deferred revenue decreased in the same period due to which an entity expectstiming of annual renewals.
Transaction price allocated to the remaining performance obligations
Remaining performance obligations represent the revenue that is expected to be entitled for thoserecognized in future periods related to performance obligations that are unsatisfied, or partially unsatisfied, as of the end of the period. The following
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table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2023:
(In thousands)202320242025Beyond 2025Total
Future revenue related to current unsatisfied performance obligations$28,964 $21,958 $9,470 $5,764 $66,156 
The Company applies practical expedients and does not disclose information about remaining performance obligations (a) that have original expected durations of one year or less, or (b) where revenue is recognized as invoiced.
Costs of obtaining a contract
The Company incurs incremental costs related to commissions, which can be directly tied to obtaining a contract. The Company capitalizes commissions associated with certain new contracts and amortizes the costs over a period of up to seven years, which is the determined benefit period based on the transfer of goods or services. The standard creates a five-step modelCompany determined the period of benefit by taking into consideration the customer contracts, its technology and other factors, including customer attrition. Commissions are earned upon invoicing to achieve its core principle: (i) identify the contract(s)customer. For contracts with a customer; (ii) identifymultiple year payment terms, because the performance obligationscommissions that are payable after year 1 are payable based on continued employment, they are expensed when incurred. Commissions and amortization expense are included in “Sales and Marketing” expense in the contract; (iii) determinecondensed consolidated statements of operations.
Applying the transaction price; (iv) allocatepractical expedient, the transaction priceCompany recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period for the assets that the Company otherwise would have recognized is one year or less. These costs are included in “Sales and Marketing” expense in the condensed consolidated statements of operations.
The following tables provide information related to the separate performance obligationscapitalized costs and amortization recognized in the contract;current and (v) recognize revenue when (or as) the entity satisfies a performance obligation. In addition, entities must disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative disclosures are required about: (i) the entity’s contracts with customers; (ii) the significant judgments, and changes in judgments, made in applying the guidance to those contracts; and (iii) any assets recognized from the costs to obtain or fulfill a contract with a customer.

ASU 2014‑09 is effective for annual periods beginning after December 15, 2016, and interim periods within such annual periods, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) an approach with the cumulative effect of initially adopting ASU 2014‑09 recognized at the date of adoption.

In August 2015, the FASB issued Accounting Standards Update No. 2015‑14, Revenue from Contracts with Customers: Deferral of Effective Date deferring the new revenue standard one year and allowing adoption as of the original effective date.

In March 2016, the FASB issued ASU No. 2016‑08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which provides guidance on assessing whether an entity is a principal or an agent in a revenue transaction and whether an entity reports revenue on a gross or net basis.

In April 2016, the FASB issued ASU No. 2016‑10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing, which provides guidance on identifying performance obligations and accounting for licenses of intellectual property.

In May 2016, the FASB issued ASU No. 2016‑12, Revenue from Contracts with Customers: Narrow-scope Improvements and Practical Expedients, which makes narrow-scope amendments to ASU No. 2014‑09 and provides practical expedients to simplify the transition to the new standard and clarify certain aspects of the standard.

In December 2016, FASB issued ASU No. 2016‑20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which makes narrow-scope amendments to ASU No. 2014‑09.

We are currently evaluating the impact of the new revenue recognition guidance including any impacts on associated processes, systems, and internal controls. Our evaluation includes determining the unit of account (i.e., performance obligations) and standalone selling price of each performance obligation. Standalone selling prices under the new guidance may not be substantially different from our current methodologies of establishing fair value on multiple element arrangements. Based on initial assessments, we have identified certain arrangements where revenue may be recognized earlier as compared to current practice. We expect to recognize term license revenue upon delivery, rather than over the term of the arrangement. We expect to capitalize certain sales commissions upon adoption of the new standard and are currently in the process of evaluating the period over which to amortize these capitalized costs. We continue to evaluate the impact of this guidance and subsequent amendments on our consolidated financial position, results of operations, and cash flows, and any preliminary assessments are subject to change. We will adopt this guidance as of the first quarter of 2018 using the cumulative effect transition method.

period:

13

(In thousands)March 31, 2023December 31, 2022
Capitalized costs to obtain contracts, current$3,011 $2,929 
Capitalized costs to obtain contracts, non-current$10,295 $10,571 

Three Months Ended March 31,
(In thousands)20232022
Amortization of capitalized costs to obtain contracts$731 $541 
Impairments of capitalized costs to obtain contracts$— $— 

Table of Contents

We adopted ASU 2015‑11, Inventory (Topic 330) – Simplifying the Measurement of Inventory as of January 1, 2017. ASU 2015‑11 requires measurement of inventory at the lower of cost or net realizable value, defined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Adoption of ASU 2015‑11 did not have a significant impact on our financial statements.

In February 2016, The FASB issued Accounting Standards Update No. 2016‑02, Leases, which among other things, requires lessees to recognize most leases on balance sheet. ASU 2016‑02 is effective for annual and interim periods in fiscal years beginning after December 15, 2018 and mandates a modified retrospective transition method. We are currently evaluating the impact of ASU 2016‑02 on our consolidated financial statements.

In January 2017, The FASB issued ASU No. 2017‑01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU 2017‑01 defines a business in the context of a set of transferred assets and activities. ASU 2017‑01 is effective for annual and interim periods in fiscal years beginning after December 15, 2017 and applied prospectively. Early adoption is permitted. The Company is currently evaluating the effect the guidance will have on the Company’s financial statements.

In January 2017, the FASB issued ASU 2017‑04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017‑04 eliminates Step 2 of the goodwill impairment test, requiring determination of the implied fair value of goodwill by allocating the reporting unit fair value to assets and liabilities as if the reporting unit was acquired in a business acquisition. Updated guidance is effective beginning January 1, 2020 and will be applied on a prospective basis. Early adoption is permitted. We are currently evaluating the impact of this updated guidance.

In March 2017, the FASB issued ASU No. 2017‑07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The updated accounting guidance requires changes to the presentation of the components of net periodic benefit cost on the income statement by requiring service cost be presented with other employee compensation costs and other components of net periodic pension cost be presented outside of any subtotal of operating income. The ASU also stipulates that only the service costs component of net benefit cost is eligible for capitalization. The guidance is effective for interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the effect the guidance will have on the Company’s financial statements.

Note 25 – Inventories, net

Inventories, net, consisting principally of hardware and component parts, are stated at the lower of cost or net realizeablerealizable value. Cost is determined using the FIFOfirst-in, first-out (FIFO) method.

Inventories, net are comprisedconsist of the following:

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

    

2017

    

2016

Component parts

 

$

5,278

 

$

8,360

Work-in-process and finished goods

 

 

12,117

 

 

9,060

Total

 

$

17,395

 

$

17,420

Note 3 – Goodwill

Goodwill activity for the nine months ended September 30, 2017 consisted of the following:

 

 

 

 

Net balance at December 31, 2016

    

$

54,409

Additions

 

 

 —

Net foreign currency translation

 

 

1,975

Net balance at September 30, 2017

 

$

56,384

March 31,
2023
December 31,
2022
(In thousands)
Component parts$8,760 $6,762 
Work-in-process and finished goods6,880 5,292 
Total$15,640 $12,054 

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Certain portionsNote 6 – Goodwill

The following table presents the changes in goodwill during the three months ended March 31, 2023:
Digital AgreementsSecurity SolutionsTotal
(In thousands)
Net balance at December 31, 2022$19,732 $70,782 $90,514 
Foreign currency exchange rate effect247 882 1,129 
Acquisition during the period (1)$600 $— $600 
Net balance at March 31, 2023$20,579 $71,664 $92,243 
(1) Represents goodwill recorded in conjunction with the acquisition of substantially all the assets of Southbank Software Pty Ltd. during the three months ended March 31, 2023. See Note 17, Business Acquisitions, for additional information.
No impairment of goodwill are denominated in local currencieswas recorded during the three months ended March 31, 2023 and are subject to currency fluctuations.

2022.

Note 47 – Intangible Assets

Intangible asset activityassets as of March 31, 2023 and December 31, 2022 consist of the following:
As of March 31, 2023As of December 31, 2022
(In thousands)Useful Life (in years)Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Acquired technology3 to 7$43,590 $42,057 $42,022 $41,894 
Customer relationships5 to 1234,551 24,051 34,386 23,323 
Patents, trademarks, and other10 to 2013,538 12,248 13,518 12,227 
Total$91,679 $78,356 $89,926 $77,444 
Amortization expense was $0.6 million and $1.4 million for the ninethree months ended September 30, 2017 is detailed in the following table.

March 31, 2023 and 2022, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capitalized

 

Customer

 

    

 

 

Total Intangible

 

    

Technology

    

Relationships

    

Other

    

Assets

Net balance at December 31, 2016

 

$

11,392

 

$

24,774

 

$

10,383

 

$

46,549

Additions-Other

 

 

 —

 

 

 —

 

 

65

 

 

65

Net foreign currency translation

 

 

16

 

 

13

 

 

44

 

 

73

Amortization expense

 

 

(3,346)

 

 

(1,641)

 

 

(1,616)

 

 

(6,603)

Net balance at September 30, 2017

 

$

8,062

 

$

23,146

 

$

8,876

 

$

40,084

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017 balance at cost

 

$

37,256

 

$

27,825

 

$

13,371

 

$

78,452

Accumulated amortization

 

 

(29,194)

 

 

(4,679)

 

 

(4,495)

 

 

(38,368)

Net balance at September 30, 2017

 

$

8,062

 

$

23,146

 

$

8,876

 

$

40,084

Certain intangible assets are denominated in localfunctional currencies besides the U.S. dollar and are subject to currency fluctuations.

There was no impairment of intangible assets recorded during the three months ended March 31, 2023 and 2022.
Note 58 – Property and Equipment, net
The following table presents the major classes of property and equipment, net, as of March 31, 2023 and December 31, 2022:
(In thousands)March 31, 2023 December 31, 2022
Office equipment and software$14,765 $14,451 
Leasehold improvements9,970 9,927 
Furniture and fixtures4,285 4,260 
Capitalized software6,783 4,007 
Total35,803 32,645 
Accumulated depreciation(20,708)(19,964)
Property and equipment, net$15,095 $12,681 
Depreciation expense was $0.7 million for both the three months ended March 31, 2023 and 2022.
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Note 9 – Fair Value Measurements
The following tables summarize the Company’s financial assets by level in the fair value hierarchy, which are measured at fair value on a recurring basis, as of March 31, 2023 and December 31, 2022:
Fair Value Measurement at Reporting Date Using
(In thousands)March 31, 2023Quoted Prices in Active Markets for
Identical Assets (Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs (Level 3)
Assets:
U.S. Treasury Bills$17,577 — $17,577 — 
Commercial Paper$14,479 — $14,479 — 
U.S. Treasury Notes$3,991 — $3,991 — 
Money Market Funds$1,855 — $1,855 — 
Fair Value Measurement at Reporting Date Using
(In thousands)December 31, 2022Quoted Prices in Active Markets for
Identical Assets (Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs (Level 3)
Assets:
Money Market Funds$28,388 — $28,388 — 
Commercial Paper$6,743 — $6,743 — 
Corporate Notes / Bonds$2,328 — $2,328 — 
The Company classifies its investments in debt securities as available-for-sale. The Company reviews available-for-sale debt securities for impairments related to losses and other factors each quarter. The unrealized gains and losses on the available-for-sale debt securities were not material as of March 31, 2023 and December 31, 2022.
The Company did not have any transfers of assets between Level 1 and Level 2 or Level 3 of the fair value hierarchy during three months ended March 31, 2023. Also, the Company did not have any financial liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022.
The Company’s non-financial assets and liabilities, which include goodwill and long-lived assets held and used, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required, the Company would evaluate the non-financial assets and liabilities for impairment. If an impairment was to occur, the asset or liability would be recorded at its estimated fair value. No impairment was recorded during the three months ended March 31, 2023 and 2022.
Note 10 – Allowance for Credit Losses
The changes in the allowance for credit losses during the three months ended March 31, 2023 were as follows:
(In thousands)
Balance at December 31, 2022$1,600 
Provision212 
Write-offs(136)
Balance at March 31, 2023$1,676 
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Note 11 – Leases
Operating lease cost details for the three months ended March 31, 2023 and 2022 are as follows:
Three Months Ended
March 31,
20232022
(In thousands)
Building rent$523 $575 
Automobile rentals250 220 
Total net operating lease costs$773 $795 
At March 31, 2023, the Company’s weighted average remaining lease term for its operating leases is 5.6 years, and the weighted average discount rate for its operating leases is 5%.
During the three months ended March 31, 2023, there were $0.7 million of operating cash payments for lease liabilities, and $0.1 million of right-of use assets obtained in exchange for new lease liabilities.
Maturities of the Company’s operating leases as of March 31, 2023 are as follows:
As of
March 31, 2023
(In thousands)
2023$2,040 
20242,111 
20251,805 
20261,724 
20271,552 
Later years2,717 
Less imputed interest(1,730)
Total lease liabilities$10,219 
Note 12 – Income Taxes

Our

The Company’s estimated annual effective tax rate for 20172023 before discrete items and excluding entities with a valuation allowance is expected to be 40%approximately 26%. ThisThe Company’s global effective tax rate is higher than the U.S. statutory tax rate of 34%21% primarily due to valuation allowances on taxable losses, primarily in Canada, partially offset by income in foreign jurisdictions taxed at lower rates. Our effective tax rate for the third quarter was 48%.nondeductible expenses. The effective rate in the third quarter was impacted by the mix of earnings in various jurisdictions. Our ultimate tax rateexpense will depend on the mix of earnings in various jurisdictions.

As Income tax refunds, net of taxes paid, of $0.3 million were received during the third quarterthree months ended March 31, 2022. Income taxes, net of 2016, our estimated annualrefunds, of $1.1 million were paid during the three months ended March 31, 2023.

Management assesses the need for a valuation allowance on a regular basis, weighing all positive and negative evidence to determine whether a deferred tax rate for 2016 before discrete items was expectedasset will be fully or partially realized. In evaluating the realizability of deferred tax assets, significant pieces of negative evidence such as 3-year cumulative losses are considered. Management
also reviews reversal patterns of temporary differences to be 28%. The estimated rate was lower thandetermine if the U.S. statutory rate primarilyCompany would have sufficient taxable income due to income in foreign jurisdictions taxed at lower rates, partially offset by valuation allowances on taxable losses. Discrete items relatedthe reversal of temporary differences to changes in estimates upon completionsupport the realization of deferred tax filings and a measurement period adjustment increased the full-year 2016 effective rateassets.
Certain operations have incurred net operating losses (NOLs), which are currently subject to 37%. The effective tax rate for the third quarter of 2016 was 61%.

At December 31, 2016, we had foreign tax credit carryforwards of $7,027 for future U.S. tax returns. These foreign tax credits expire in 2023 through 2026. We have not provided a valuation reserve forallowance. These NOLs may become deductible to the foreign tax credits as we believeextent these operations become profitable. For each of its operations, the Company evaluates whether it is more likely than not that theythe tax benefits related to NOLs will be realized.

As part of this evaluation, the Company considers evidence such as tax planning strategies, historical operating results, forecasted taxable income, and recent financial performance. In the year that certain operations record a loss, the Company does not recognize a corresponding tax benefit, thus increasing its effective tax rate, or decreasing its effective tax rate when reporting income in a jurisdiction that has a valuation allowance. Upon determining that it is more likely than not that

16

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the NOLs will be realized, the Company will reduce the tax valuation allowances related to these NOLs, which will result in a reduction of its income tax expense and its effective tax rate in the period.
At December 31, 2016, we2022, the Company had deferred tax assets of $16,655$46.8 million resulting from U.S., foreign and state NOL carryforwards of $58,110$125.7 million and other foreign deductible carryforwards of $16,817.$124.2 million. At December 31, 2016, we2022, the Company had a valuation allowance of $6,192$37.7 million against deferred tax assets related to certain carryforwards.

Note 613 – Long-Term Compensation Plan and Stock Based Compensation

(share counts in thousands)

Under the VASCO Data Security International,OneSpan Inc. 2009 Equity2019 Omnibus Incentive Plan, (“2009 Equity Incentive Plan”), we awarded 237 shares ofthe Company awards restricted stock inunits subject to time-based vesting, restricted stock units which are subject to the first quarterachievement of 2017 consisting of 126 unissued shares subject to future performance criteria and 111 issued shares. During the second quarter of 2017, we awarded an additional 23 shares of restricted stock consistingunits that are subject to the achievement of 14market conditions. Other long-term incentive plan compensation expense includes cash incentives.
The Company awarded 1.0 million restricted stock units during the three months ended March 31, 2023, subject to time-based vesting. The fair value of the unissued sharestime-based restricted stock unit grants was $12.9 million at the dates of grant and the grants are being amortized over the vesting periods of one to three years.
The Company awarded restricted stock units subject to the achievement of service and future performance criteria and 9 issued shares. No additionalduring the three months ended March 31, 2023, which allow for up to 0.9 million shares were issued into be earned if the third quarter of 2017.performance criteria are achieved at the target level. The marketfair value of the 120 issued restricted shares of $1,764these awards was $12.8 million at the datedates of grant isand the awards are being amortized over the vesting period of one to fourthree years. The market valueCompany currently believes that all of these shares are expected to be earned.
During the three months ended March 31, 2022, stock-based compensation and other long-term incentive plan compensation accruals were reversed for employees who were terminated. The reversal of the 140 unissued shares subject to performance criteria of $2,046 ataccrued long-term incentive plan compensation for the date of grant is being amortized overterminated employees largely offset the vesting period of three years.

expense for the period.

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The following table detailspresents stock-based compensation expense and other long-term compensationincentive plan and stock-based compensation expense for the three and nine months ended September 30, 2017March 31, 2023 and 2016:

2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30, 

 

September 30, 

 

 

    

2017

    

2016

    

2017

    

2016

 

Restricted stock

 

$

825

 

$

1,123

 

$

1,901

 

$

4,066

 

Long-term compensation plan

 

 

442

 

 

456

 

 

1,298

 

 

1,391

 

Total Compensation

 

$

1,267

 

$

1,579

 

$

3,199

 

$

5,457

 

Three Months Ended
March 31,
20232022
(In thousands)
Stock-based compensation$3,812 $1,360 
Other long-term incentive plan compensation111 (136)
Total compensation$3,923 $1,224 

Note 714 Common Stock and Earnings per Share

In connection with the 2009 Equity Incentive Plan, during the nine months ended September 30, 2017, we issued 131 total shares of restricted common stock,  120 shares for awards granted in 2017 and 11 performance shares related to awards provisioned in prior years.

Basic earnings per share is based on the weighted average number of shares outstanding and excludes the dilutive effect of common stock equivalents. Diluted earnings per share is based on the weighted average number of shares outstanding and includes the dilutive effect of common stock equivalents to the extent they are not anti-dilutive. Because the Company was in a net loss position for the three months ended March 31, 2023, diluted net loss per share for the period excludes the effects of common stock equivalents, which are anti-dilutive.
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The details of the earnings per share calculations for the three and nine months ended September 30, 2017March 31, 2023 and 2016 follow:

2022 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

Three Months Ended
March 31,

 

September 30, 

 

September 30, 

    

    

2017

    

2016

    

2017

    

2016

 

Net income

 

$

2,755

 

$

478

 

$

3,438

 

$

5,502

 

(In thousands, except per share data)(In thousands, except per share data)20232022
Net lossNet loss$(8,356)$5,214 

Weighted average common shares outstanding:

 

 

  

 

 

  

 

 

  

 

 

  

 

Weighted average common shares outstanding:  

Basic

 

 

39,811

 

 

39,736

 

 

39,792

 

 

39,709

 

Basic40,057 39,577

Incremental shares with dilutive effect:

 

 

  

 

 

  

 

 

  

 

 

  

 

Incremental shares with dilutive effect:

Restricted stock awards

 

 

10

 

 

98

 

 

10

 

 

77

 

Restricted stock awards— 110

Diluted

 

 

39,821

 

 

39,834

 

 

39,802

 

 

39,786

 

Diluted40,057 39,687

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per share

 

$

0.07

 

$

0.01

 

$

0.09

 

$

0.14

 

Diluted income per share

 

$

0.07

 

$

0.01

 

$

0.09

 

$

0.14

 

Net loss per share:Net loss per share:  
BasicBasic$(0.21)$0.13 
DilutedDiluted$(0.21)$0.13 

Note 815Legal Proceedings and Contingencies

During the second quarter of 2015, our management became aware that

The Company is subject to certain of our products which were sold by our European subsidiary to a third-party distributor may have been resold by the distributor to parties in Iran, potentially including parties whose propertylegal proceedings and interests in property may be blocked pursuant to Executive Order 13224, Executive Order 13382 or that may be identified under Section 560.304 of 31 C.F.R. Part 560 as the “Government of Iran”.

We ceased shipping to such distributor. In addition, the Audit Committee of the Company’s Board of Directors initiated an internal review of this matter with the assistance of outside counsel. As a precautionary matter, concurrent initial notices of voluntary disclosure were submitted on June 25, 2015 to each of the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), and the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”).

The Audit Committee with the assistance of outside counsel completed their review in 2015. On December 15, 2015, we filed a letter with BIS (Office of Export Enforcement) with the conclusion that the products suppliedclaims incidental to the distributor were notoperations of its business. The Company is also subject to United States Export Control jurisdiction. The Officecertain other legal proceedings and claims that have arisen in the ordinary course of Export Enforcement issued a “no action” letter, concluding the voluntary self-disclosure process under the Export Administration Regulations.

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On January 13, 2016, we filed a letter with OFAC, with the conclusionsbusiness and that VASCO and its subsidiaries made no direct sales to Iran or any party listed by OFAC as a Specially Designated National over the five-year period under review (i.e., June 1, 2010 to June 30, 2015). The letter further noted that the investigation did not identify any involvement on the part of senior management officials of VASCO, and to the contrary, noted that VASCO executive management officials had sought to implement procedures and provided notices to VASCO’s sales personnel to prevent the diversion of VASCO products to unauthorized destinations and end users.

We have not received any response tobeen fully adjudicated. The Company currently does not anticipate that these matters, if resolved against the letter to OFAC and we cannot predict when OFAC will conclude their review of our voluntary self-disclosures. Based upon the OFAC guidelines for monetary penalties, in the fourth quarter of 2015, we accrued $900 for potential penalties if they are assessed by OFAC. Ultimately no penalty may be assessed or the penalty may be less or greater than the accrual, but in any event we do not believe that the final settlementCompany, will have a material adverse impact on our business.

On July 28, 2015its financial results or financial condition.

The Company accrues loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a putative class action complaint was filedrange and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. As of March 31, 2023, the Company has recorded an accrual of $1.6 million for loss contingencies, which represents the better estimate within the probable range of $1.6 million and $2.0 million, related to all probable losses where a reasonable estimate could be made.
The Company does not accrue for contingent losses that, in the United States District Court for the Northern District of Illinois, captioned Linda J. Rossbach v. Vasco Data Security International, Inc., et al., case number 1:15‑cv‑06605, naming VASCO and certain of its current and former executive officers as defendants and alleging violations under the Securities Exchange Act of 1934, as amended. The suit was purportedly filed on behalf of a putative class of investors who purchased VASCO securities between April 28, 2015 and July 28, 2015, and seeks to recover damages allegedly caused by the defendants’ alleged violationsjudgment of the federal securities laws andCompany, are considered to pursue remedies under Sections 10(b) and 20(a)be reasonably possible, but not probable. As of March 31, 2023, the Securities Exchange Act of 1934 and Rule 10b‑5 promulgated thereunder. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. Pursuant to a September 1, 2015 scheduling order entered byCompany does not have any reasonably possible losses for which an estimate can be made. Although the court, the lead plaintiff, once appointed, will have sixty days to file an amended complaint or notify the defendants that the lead plaintiffCompany intends to rely on the current complaint. On January 30, 2017, the appointed lead plaintiff filed an amended complaint in which the allegations regarding OFAC relateddefend its legal matters were dropped and replaced with allegations regarding public disclosures made by the defendants in April 2015 as compared to public statements made in July 2015, generally regarding the strength of the Company’s business and its future prospects. This case is now referred to by the name of the new lead plaintiff, Bunk. The defendants filed a motion to dismiss the Bunk complaint on March 31, 2017. Althoughvigorously, the ultimate outcome of litigation cannot be predicted with certainty,these matters is uncertain. However, the Company believes that this lawsuit is without merit and intendsdoes not expect the potential losses, if any, to defend against the action vigorously. VASCO is indemnifying its officers and directors for this matter.

On October 9, 2015, a derivative complaint was filed in the United States District Court for the Northern District of Illinois, captioned Elizabeth Herrera v. Hunt, et al., case number 1:15‑cv‑08937, naming VASCO’s Board of Directors and certain of its current and former executive officers as individual defendants and the Company as a nominal defendant. The plaintiff in the Herrera case voluntarily dismissed the action on July 12, 2017. Two additional complaints, captioned Beth Seltzer v. Hunt, et al., case number 2015‑ch‑15541, and William Hooper v. Hunt, et al., case number 2016‑ch‑04054, were filed on October 22, 2015 and March 22, 2016, respectively, in the Circuit Court of Cook County, Illinois naming the same defendants.

The complaints assert, among other things, that the individual defendants breached their fiduciary duties by making material misstatements in, and omitting material information from, the Company’s public disclosures and by failing to maintain adequate internal controls and properly manage the Company. Among other things, the complaints seek unspecified compensatory damages and injunctive relief.

On October 29, 2015, a defendant removed the Seltzer action to the United States District Court for the Northern District of Illinois. Thereafter, the plaintiff led a motion to remand the action back to the Circuit Court of Cook County, Illinois, which was denied on February 3, 2016. On February 9, 2016, the court granted an agreed motion for voluntary dismissal of the Seltzer action, which dismissed the action with prejudice as to the named plaintiff’s individual claims. As for the Hooper action, the court granted a stay on June 8, 2016 and on July 18, 2017, the plaintiff in Hooper amended the complaint to largely mirror the amended complaint in Bunk.

On July 19, 2017, a derivative complaint was filed in the Circuit Court of Cook County, Illinois, captioned Fancesco D’Angelo v. Hunt, et. al., naming VASCO’s Board of Directors and certain former officers as individual

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defendants and the Company as a nominal defendant. This complaint largely follows the allegations in the Bunk case. The D’Angelo case has been consolidated with the Hooper case and remains subject to stay.

In February 2017, we learned that one of our integrated reseller customers, and certain of its end customers, were named as defendants in a patent infringement lawsuit in Japan related to our CRONTO technology. We have indemnification obligations in favor of our customer and are working with them to defend such suit. We believe there are strong grounds to argue that the plaintiff’s patent is invalid and we are defending our technology vigorously. However, the outcome of this suit is uncertain. If the plaintiff were able to succeed in this case and impede our ability to sell, and our customers’ ability to use, products utilizing our CRONTO technology, then such result could have a material adverse impact on ourits operating results, cash flows, or financial condition.

Note 16 – Restructuring and Other Related Charges
In December 2021, the Company's Board of Directors (the "Board") approved a restructuring plan (“Plan”) designed to advance the Company’s operating model, streamline its business, improve efficiency, and resultsenhance its capital resources. As part of operations.

Onthe first phase of the Plan, the Company reduced headcount by eliminating positions in certain areas of its organization. The first phase of the Plan began and was substantially completed during the three months ended March 14, 2017, a complaint was filed31, 2022.

In May 2022, the Board approved additional actions related to the Plan through the year ending December 31, 2025. This second phase of the Plan consists primarily of headcount-related actions and is designed to continue to advance the same objectives as the first phase of the Plan.
In connection with the Plan, the Company incurred severance, retention pay, and related benefit costs. The Company recorded $0.7 million and $2.7 million in “Restructuring and other related charges” in the United States District Courtcondensed consolidated statements of operations for the Districtthree months ended March 31, 2023 and 2022, respectively. During the three months ended March 31, 2023, expense of Massachusetts, captioned StrikeForce Technologies, Inc. v. Vasco Data$0.3 million and $0.3 million was recognized in Digital Agreements operating income and Security International, Inc., et al., claiming VASCO infringed on certain patent rightsSolutions operating income, respectively. Expense of $0.2 million and $1.0 million was recognized in Digital Agreements operating income and Security Solutions operating income, respectively during the three months ended March 31, 2022.
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In total, there were approximately 100 employees, across multiple functions, whose positions were made redundant.
The table below sets forth the changes in the carrying amount of the plaintiff. On May 8, 2017, VASCO answeredrestructuring charge liability for the complaint denyingthree months ended March 31, 2023.
Restructuring Charge Liability
(In thousands)
Balance as of December 31, 2022$3,596 
Additions706 
Payments(477)
Balance as of March 31, 2023$3,825 
The $2.8 million current portion of the allegations of patent infringement. The parties are currently engagedrestructuring charge liability at March 31, 2023 is included in early motion practice“Accrued wages and payroll taxes” in the case.condensed consolidated balance sheet and is expected to be paid within the next 12 months. The plaintiff has also brought suit against various other companies$1.0 non-current portion is included in "Other long-term liabilities" in the cybersecurity industry. Althoughcondensed consolidated balance sheet and is expected to be paid within the ultimate outcome of litigation cannot be predicted with certainty,next 24 months.
Note 17 – Business Acquisitions
On February 22, 2023, the Company believesacquired substantially all of the assets of the ProvenDB business of Southbank Software Pty Ltd. ("ProvenDB") under the terms of an asset purchase agreement. Pursuant to the terms of the asset purchase agreement, the total consideration for the acquisition was $2.0 million, of which $1.8 million was paid in cash at closing. The remaining $0.2 million was held back as security for any indemnity claims made by the Company, and to the extent not used to satisfy such claims, will be paid to the seller 12 months after the acquisition date.
ProvenDB is a developer of secure storage that this lawsuitleverages blockchain technology in order to prevent data tampering or alteration of documents. The technology acquired in the acquisition is without meritexpected to provide a foundational architecture for future blockhain-based digital solutions, including secure storage.

As of March 31, 2023, the Company is still determining the purchase price allocation. A preliminary purchase price allocation of the fair value of the assets acquired and intends to defend itself vigorously.

Note 9 – Related Party

In August 2017, Able N.V. (“Able”), a wholly-owned subsidiary, was sold to an employee of Able for a de minimis amount. The operating results of Able through the date of sale areliabilities assumed is included in the table below. These estimates are subject to change and may result in an increase in goodwill with regard to our estimates of the acquired assets and assumed liabilities during the measurement period, which may extend up to one year from the acquisition date.

    ProvenDB is allocated entirely to our Digital Agreements reportable operating segment.

(In thousands)As of Date of Opening Balance Sheet
Net assets acquired:
Acquired technology$1,447 
Accrued wages and payroll taxes(47)
Goodwill600 
Total net assets acquired$2,000 
Consideration$2,000 
The financial impact of this acquisition was not material to our condensed consolidated financial statements, and aretherefore, we have not significant to our consolidated results. In addition, ourpresented pro forma results of operations for the third quarter include a  loss on sale of approximately $227, recorded within general and administrative expenses.

Concurrent with the sale, we provided Able an unsecured line of credit of 1,500 Euro ($1,770 at an exchange rate of $1.18 dollars per Euro). Interest accrues at the rate of 2% per annum. Beginning in August 2017, Able may take advances against the line of credit for a period of eighteen months followed by twelve quarterly repayments. As of September 30, 2017, no amounts have been advanced. In addition, we entered into a transition services agreement with Able whereby we agreed to provide certain administrative services for a period of three months and Able agreed to provide office space and consulting services for an agreed upon periodic fee as long as the services are provided. 

Note 10 – Subsequent Event

Our office facilities are leased under operating lease agreements. Subsequent to September 30, 2017, we entered into an operating lease agreement for office facilities to replace an existing facility. Future minimum rental payments under the operating lease are as follows:

 

 

 

 

Year

    

Amount

2018

 

$

 -

2019

 

 

462

2020

 

 

513

2021

 

 

523

2022

 

 

534

Thereafter

 

 

3,484

Total

 

$

5,516

acquisition.

18

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Item 2.2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations (in thousands, except headcount, ratios, time periods and percentages)

Unless otherwise noted, references in this Quarterly Report on Form 10‑Q10-Q to “VASCO,“OneSpan,“company,“Company,” “we,” “our,” and “us” refer to VASCO Data Security International,OneSpan Inc. and its subsidiaries.

This commentary should be read in conjunction with the condensed consolidated financial statements and related notes thereto of OneSpan for the three months ended March 31, 2023 and 2022 as well as our consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”).
Cautionary Note Regarding Forward-Looking Statements


This Quarterly Report on Form 10‑Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk10-Q contains forward-looking statements within the meaning of Section 21Eapplicable U.S. securities laws, including statements regarding the outcomes we expect from our strategic transformation plan; expected results of the Securities Exchange Actinvestments we are making in sales, marketing, and product development; our plans for managing our Digital Agreements and Security Solutions segments; expectations regarding our ability to attract new customers and retain existing customers; efficiency, functionality and other expectations for our next-generation transaction-cloud platform; the timing for general availability of 1934, as amended and Section 27A of the Securities Act of 1933, as amended concerning, among other things,new or enhanced products; our expectations regarding our use of technology acquired in our ProvenDB acquisition or other acquisitions we may complete in the prospectsfuture; the expectation that software as a service, or SaaS, will constitute an increasingly important part of our business in the future; the potential benefits, performance and developments and business strategies for, VASCO and our operations, including the development and marketingfunctionality of certain new products and services and the anticipated future growth in certain markets in which we currently market and sell our products and servicessolutions, including future offerings; future plans or anticipate sellingtrends in sales and marketing, research and development, and general and administrative expenditures; expectations regarding sources and uses of cash; plans to expand our productssalesforce and distribution channels; the impact of foreign currency exchange rate fluctuations; the impact of inflation; trends in microprocessor or servicesother costs affecting our Digipass business; the effects of supply chain disruptions; plans or expectations for inventory management in our Digipass business; impacts of macroeconomic conditions or geopolitical conflict; trends in hiring or compensation costs affecting us; and our general expectations regarding our operational or financial performance in the future. Forward-looking statements may be identified by words such as "seek", "believe", "plan", "estimate", "anticipate", “expect", "intend", "continue", "outlook", "may", "will", "should", "could", or "might", and other similar expressions. These forward-looking statements (1) are identified by use of terms and phrases such as “expect”, “believe”, “will”, “anticipate”, “emerging”, “intend”, “plan”, “could”, “may”, “estimate”, “should”, “objective”, “goal”, “possible”, “potential”, “projected” and similar words and expressions, but such words and phrases are not the exclusive means of identifying them, and (2) are subject toinvolve risks and uncertainties, and represent our present expectationsas well as assumptions that, if they do not fully materialize or beliefs concerning future events. VASCO cautions that the forward-looking statements are qualified by important factors thatprove incorrect, could cause actualour results to differ materially from those in theexpressed or implied by such forward-looking statements. These additional risks, uncertaintiesImportant factors that could materially affect our business and other factors have been described in greater detail in our Annual Report on Form 10‑K for the year ended December 31, 2016 andfinancial results include, but are not limited to: our ability to (a) risksexecute our strategic transformation plan; our ability to attract new customers and retain and expand sales to existing customers; our ability to effectively develop and expand our sales and marketing capabilities; our ability to hire, train, and retain sales and other employees necessary to implement our strategic transformation plan; our ability to successfully develop and market new product offerings and product enhancements; the loss of general market conditions, including currency fluctuationsone or more large customers; difficulties enhancing and the uncertainties resulting from turmoil in world economic and financial markets, (b) risks inherent to the computer and network security industry, including rapidly changing technology, evolving industry standards, increasingly sophisticated hacking attempts, increasing numbersmaintaining our brand recognition; competition; lengthy sales cycles; departures of patent infringement claims,senior management or other key employees; changes in customer requirements, price competitive bidding, and changing government regulations, and (c) risks specific to VASCO, including, demand forrequirements; interruptions or delays in the performance of our products and services, competition from more established firmssolutions; real or perceived malfunctions or errors in our products; the potential effects of technological changes; economic recession, inflation, and others,political instability; our ability to effectively manage third party partnerships, acquisitions, divestitures, alliances, or joint ventures; security breaches or cyber-attacks; claims that we have infringed the intellectual property rights of others; price competitive bidding; changing laws, government regulations or policies; pressures on price levelslevels; component shortages; delays and our historical dependencedisruption in global transportation and supply chains; reliance on relatively fewthird parties for certain products certain suppliers and certain key customers. These risks,data center services; impairment of goodwill or amortizable intangible assets causing a significant charge to earnings; actions of activist stockholders; and exposure to increased economic and operational uncertainties from operating a global business, as well as other factors described in Part I, Item IA, “Risk Factors” in the Form 10-K. Our filings with the Securities and Exchange Commission (the “SEC”) and other factors includeimportant information can be found in the risk that VASCO will not integrate eSignLive into the global businessInvestor Relations section of VASCO successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the revenue synergies, cost savings and other economic benefits that VASCO anticipates as a result of the acquisition are not fully realized or take longer to realize than expected. Thus, the results that we actually achieve may differ materially from any anticipated results included in, or implied by these statements. Except for our ongoing obligations to disclose material information as required by the U.S. federal securities laws, wewebsite at investors.onespan.com. We do not have any obligations or intentionintent, and disclaim any obligation, to release publicly any revisions to anyupdate the forward-looking statementsinformation to reflect events that occur, circumstances that exist or circumstanceschanges in our expectations after the future or to reflect the occurrencedate of unanticipated events.

General

The following discussionthis Form 10-Q, except as required by law.


Our website address is based upon our consolidated results of operations for the three and nine months ended September 30, 2017 and 2016 (percentages in the discussion, except for returns on average net cash balances, are rounded to the closest full percentage point) and should be read in conjunction with our consolidated financial statements included elsewhere in this Quarterly Report on Form 10‑Q.

10-Q as an inactive textual reference only.

Overview
OneSpan helps organizations accelerate digital transformations by enabling secure, compliant, and refreshingly easy digital customer agreements and transaction experiences. We design, developdeliver digital agreement products and market digitalservices that automate and secure customer-facing and revenue-generating business processes. Our solutions for identity, security,help organizations streamline and secure user experiences, which in turn allows them to drive growth, reduce risk, and unlock their business productivity that protect and facilitate transactions online, via mobile devices, and in-person. potential.

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We are a global leader in providing anti-fraudhigh-assurance identity and digital transaction managementauthentication security as well as enterprise-grade electronic signature (e-signature) solutions, for use cases ranging from simple transactions to financial institutions and other businesses.workflows that are complex or require higher levels of security. Our solutions secure access to data, assets,help our clients ensure the integrity of the people and applications forrecords associated with digital agreements, transactions, and interactions in industries including banking, financial services, healthcare and professional services. We are trusted by global enterprises; provide tools for application developers to easily integrate security functions into their web-basedblue-chip enterprises, including more than 60% of the world’s largest 100 banks, and mobile applications;process millions of digital agreements and facilitate digitalbillions of transactions involving the signing, sending, and managing of documents. Our core technologies, multi-factor authentication and transaction signing, strengthen the process of preventing hacking attacks against online and mobile transactions to allow companies to transact business safely with remote customers.

in more than 100 countries annually.

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Our solutions include both open standards-based and proprietary solutions, someare powered by a portfolio of which are patented products and services used foracross identity verification, authentication, e-signingvirtual interactions and transactions, and documents,secure digital storage. These products and identity management.

Our primary productservices can be acquired and service lines consist of four categories:

On-premises Solutions

·

VACMAN Controller: Core host system software authentication platform.

embedded individually within enterprise business workflows or assembled into tailored solutions for simple yet secure business-to-business, business-to-employee, and business-to-customer experiences.

·

IDENTIKEY Authentication Server and Appliances: Software that adds full server functionality to the VACMAN core authentication platform.


·

eSignLive: Electronic signature and document management solution.

·

IDENTIKEY Risk Manager (IRM): Risk analysis solution that enables a proactive, real-time approach to fraud prevention.

Client-based Anti-fraud Solutions

·

DIGIPASS Hardware Authenticators: A broad family of multi-application hardware authenticators in a variety of form factors and feature sets to meet the diverse security needs of clients across multiple vertical markets.

·

DIGIPASS Software-based Solutions: Authenticators operating on non-VASCO devices, such as PCs, mobile phones, and tablets. Software authenticators include DIGIPASS for Apps, and DIGIPASS for Mobile.

Cloud Solutions

·

eSignLive: Electronic signature and document management solution provided on a SaaS basis.

·

MYDIGIPASS: Cloud-based identity solution for e-government and eID services.

Developer Tools

·

DIGIPASS for Apps: Enables user authentication and fraud detection in mobile applications and protects mobile applications from reverse engineering and cloning.

We offer our solutions through cloud-based and, in select cases, on-premises solutions using both open standards and proprietary technologies. We offer our products primarily through a subscription licensing model. Our security solutions are sold worldwide through our direct sales force, as well as through distributors, resellers, systems integrators, and systems integrators. Ouroriginal equipment manufacturers.


Business Transformation

    We are currently in the midst of a business transformation. In May 2022, we announced a three-year strategic transformation plan that began on January 1, 2023. We believe this transformation plan will enable us to build on our strong solution portfolio and market position, enhance our enterprise go-to-market strategy, accelerate revenue growth, and drive efficiencies to support margin expansion and increased profitability. In conjunction with the strategic transformation plan and to enable a more efficient capital deployment model, effective with the quarter ended June 30, 2022, we began reporting under the following two lines of business, which are our reportable operating segments: Digital Agreements and Security Solutions.

Digital Agreements. Digital Agreements consists of solutions that enable our clients to secure and automate business processes associated with their digital agreement and customer transaction lifecycles that require consent, non-repudiation and compliance. These solutions, which are largely cloud-based, include our OneSpan Sign e-signature solution and our OneSpan Notary and Virtual Room solutions. As our transformation plan progresses, we expect to include other cloud-based security modules associated with the secure transaction lifecycle of identity verification, authentication, virtual interactions and transactions, and secure digital storage in the Digital Agreements segment. This segment also includes costs attributable to our transaction cloud platform.

Security Solutions. Security Solutions consists of our broad portfolio of software products and/or software development kits (SDKs) that are used to build applications designed to defend against attacks on digital transactions across online environments, devices and applications. These solutions, which are largely on-premises software products, include identity verification, multi-factor authentication and transaction signing, such as mobile application security, mobile software tokens, and Digipass authenticators that are not cloud-connected devices.

We expect to manage Digital Agreements for accelerated growth and market share gains and Security Solutions for cash flows given its more modest growth profile. Across both segments, we plan to build on our strong foundation in both e-signature and cybersecurity by enhancing product features, developing new solutions, and building out our next-generation transaction cloud platform, which we expect will allow us to efficiently deliver security and e-signature solutions to our customers across their entire digital agreement lifecycle. We also plan to enhance our go-to-market strategy by prioritizing growth at large enterprise accounts, expanding our direct sales force, is ableand accessing new routes to offer each customer a choice of an on-site implementation usingmarket through alliances and partnerships.

In connection with this business transformation, during the three months ended March 31, 2023 we changed our traditional on-premises model or a cloud implementationmethodology for some solutions using our services platform.

Our product offerings, including authentication, anti-fraud,allocating expenses between the segments to better reflect the shift in employee time, effort, and electronic signature solutions, provide a flexible and affordable means of establishing trust in users, their devices, andcosts toward supporting the transactions that they are conducting. Manygrowth of our authentication products calculate dynamic passwords, also known as one-time passwords (“OTP”Digital Agreements segment instead of our Security Solutions segment.


Our transformation plan involves numerous risks and uncertainties. For additional details please see Part 1, Item 1A, Risk Factors in our Form 10-K.
Restructuring Plan

    In December 2021, our Board of Directors (the "Board"
) that authenticate users logging into applicationsapproved a restructuring plan designed to advance our operating model, streamline our business, improve efficiency, and onto corporate networks. In addition,enhance our anti-fraud products can be used to enable electronic signatures to protect electronic transactionscapital resources. The first phase of this restructuring plan began and was substantially completed during the integrity of the contents of such transactions.

Industry Growth: We do not believe that there are accurate measurements of the total industry’s size or the industry’s growth rate. We believe, however, the market for authentication, anti-fraud, and electronic signature solutions will continue to grow driven by new government regulations, growing awareness of the impact of cyber-crime, and the growth in commerce transacted electronically. The issues driving the growth are global issues and the rate of adoption in each country is a function of that country’s culture, the competitive position of businesses operating in that country, the

20


three months ended March 31, 2022.

21

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country’s overall economic conditions and the degree to which businesses and consumers within the country use technology.

Economic Conditions: Our revenue may vary significantly with changes in the economic conditions in the countries in which we currently sell products. With

In May 2022, our current concentration of revenue in Europe and specifically in the banking and finance vertical market, significant changes in the economic outlook for the European Banking market may have a significant effect on our revenue.

There continues to be significant global economic uncertainty, including in Europe, our most important market. While the European Union and European Central Bank continue to implement programs in response to changing economic conditions, Europe continues to struggle with sovereign debt issues and weakening currencies. As a result, Europe may continue to face difficult economic conditions in the remainder of 2017 and into 2018. Should the sovereign debt issue escalate, economic difficulties may negatively impact the global economy and our business.

During June 2016, voters in the United Kingdom passed a referendum providing for withdrawal from the European Union. While customer revenues from the United Kingdom and transactions denominated in British pounds are not significant, uncertainty surrounding withdrawal of the United Kingdom from the European Union may be a negative influence on normal ordering patterns within the European Banking market.

The European Banking market has been challenged by weak economic conditions and increased regulatory and risk mandates. Strategic priorities of many banks include improving efficiencies, and addressing regulatory and risk issues. To improve efficiencies, many banks have significantly reduced headcount while pursuing enhanced online and mobile customer services. Bank regulation periodically addresses enhanced cyber and data security. We believe our products are well positioned for online and mobile offerings and provide enhanced security, however, economic conditions, reduced headcount, and the transitioning of priorities may cause disruption in normal ordering patterns.

In the third quarter and first nine months of 2017, revenue from our Europe, Middle East and Africa (“EMEA”) region comprised 45% of total revenue compared 52% and 47% for the same periods in 2016.

Cybersecurity: Our use of technology is increasing and is critical in three primary areas of our business:

1.

Software and information systems that we use to help us run our business more efficiently and cost effectively;

2.

Our products for integration into customer software applications contain technology incorporating the use of secret numbers and encryption technology; and

3.

Products and services that process information through our servers (or in the cloud from our customers’ perspective).

We believe that the risks and consequences of potential incidents in each of the above areas are different.

In the case of the information systems we use to help us run our business, we believe that an incident could disrupt our ability to take orders or deliver product to our customers, but such a delay in these activities would not have a material impact on our overall results. To minimize this risk, we actively use various forms of security and monitor the use of our systems regularly to detect potential incidents as soon as possible.

In the case of products integrated into customer software applications, we believe that the risk of a potential cyber incident is minimal. We offer customers the ability to either create the secret numbers themselves or have us create the numbers on their behalf. When asked to create the numbers, we do so in a secure environment with limited physical access and store the numbers on a system that is not connected to any other network, including other VASCO networks, and similarly, is not connected to the internet.

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In the case of our products and services that include the active daily processing of the customer information on our servers or servers managed by others in a hosted environment, we believe a cyber incident could have a material impact on our future business. We also believe that these products may be more susceptible to cyber-attacks than our other products since it involves the active processing of customer information. A cyber incident involving these products in the future could substantially impair our ability to grow the business and we could suffer significant monetary and other losses and significant reputational harm.

To minimize the risk, we review our security procedures on a regular basis. Our reviews include the processes and software programs currently in use as well as new forms of cyber incidents and new or updated software programs that may be available in the market that would help mitigate the risk of incidents. Certain insurance coverages may apply to certain cyber incidents. Overall, we expect the cost of securing our networks will increase in future periods, whether through increased staff, systems or insurance coverage.

Income Taxes: Our effective tax rate reflects our global structureBoard approved additional actions related to the ownershiprestructuring plan through the year ending December 31, 2025. The additional actions consist primarily of our intellectual property (“IP”). All our IPheadcount-related reductions and is designed to continue to advance the same objectives as the first phase of the plan.


As part of the restructuring plan, we reduced headcount by eliminating approximately 100 positions. We incurred severance and related benefits costs, recorded in our traditional authentication business is owned by two subsidiaries, one“Restructuring and other related charges” in the U.S. and one in Switzerland. These two subsidiaries have entered into agreements with mostconsolidated statement of operations for the year ended December 31, 2022.
Business Acquisitions
On February 22, 2023, we acquired substantially all of the other VASCO entities under which those other entities provide services to our U.S. and Swiss subsidiaries on either a percentage of revenue or on a cost plus basis or both. Under this structure, the earnings of our service provider subsidiaries are relatively constant. These service provider companies tend to be in jurisdictions with higher effective tax rates. Fluctuations in earnings tend to flow to the U.S. company and the Swiss company. Earnings flowing to the U.S. company are expected to be taxed at a rate of 35% to 40%, while earnings flowing to the Swiss company are expected to be taxed at a rate ranging from 10% to 12%. Our Canadian subsidiary currently sells and services directly to global customers.

With the majority of our revenues being generated outsideassets of the U.S., our consolidated effective tax rateProvenDB business of Southbank Software Pty Ltd. ("ProvenDB") under the terms of an asset purchase agreement. ProvenDB is strongly influenced by the effective tax ratea developer of our foreign operations. Changessecure storage that leverages blockchain technology in order to prevent data tampering or alteration of documents. The technology acquired in the effective rate related to foreign operations reflect changes in the geographic mix of where the earnings are realized and the tax rates in each of the countries in which it is earned. The statutory tax rates for the primary foreign tax jurisdictions range from 8% to 34%.

The geographic mix of earnings of our foreign subsidiaries will primarily depend on the level of our service provider subsidiaries’ pretax income, which is recorded as an expense by the U.S. and Swiss subsidiaries and the benefit that is realized in the U.S. and Switzerland through the sales of product. The level of pretax income in our service provider subsidiariesacquisition is expected to vary based on:

1.

the staff, programs and services offered on a yearly basis by the various subsidiaries as determined by management, or

2.

the changes in exchange rates related to the currencies in the service provider subsidiaries, or

3.

the amount of revenues that the service provider subsidiaries generate.

For items 1 and 2 above, there is a direct impact in the opposite direction on earnings of the U.S. and Swiss entities. Any change from item 3 is generally expected to result in a larger change in income in the U.S. and Swiss entities in the direction of the change (increased revenues expected to result in increased margins/pretax profits and conversely decreased revenues expected to result in decreased margins/pretax profits).

In addition to the provision of services, the intercompany agreements transfer the majority of the business risk to our U.S. and Swiss subsidiaries. As a result, the contracting subsidiaries’ pretax income is reasonably assured while the pretax income of the U.S. and Swiss subsidiaries varies directly with our overall success in the market.

In November 2015, we acquired eSignLive, a foreign company with substantial IP and net operating losses and other tax carryforwards. The tax benefit of the carryforwards, net of deferred tax liabilities, has been fully reserved as realization has not been deemed more likely than not.

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Table of Contents

Comparison of Results for the Three and Nine Months Ended September 30, 2017 and 2016

Currency Fluctuations: In the third quarter and first nine months of 2017, approximately 76% and 77%, respectively, of our revenue was generated outside the United States. While the majority of our revenues are generated outside of the United States, the majority of our revenue in the third quarter and first nine months of 2017 was denominated in U.S. Dollars. We estimate that 67% and 65% of our revenues for the third quarter and first nine months of 2017 were denominated in U.S. Dollars. In addition, in the third quarter and first nine months of 2017, approximately 81% and 76%, respectively, of our operating expenses were incurred outside of the United States. As a result, changes in currency exchange rates, especially the Euro to U.S. Dollar exchange rate and the Canadian Dollar to U.S. Dollar exchange rate, can have a significant impact on revenue and expenses.

In general, to minimize the net impact of currency fluctuations on operating income, we attempt to denominate an amount of billings in a currency such that it would provide a hedge against the operating expenses being incurred in that currency. We expect that changes in currency rates may also impact ourfoundational architecture for future results if we are unable to match amounts of revenue with our operating expenses in the same currency. If the amount of our revenue denominated in Euros continues as it is now or declines, we do not expect that we will be able to balance fully the exposures of currency exchange rates on revenue and operating expenses.

blockchain-based digital solutions, including secure storage. The Euro, on average, strengthened against the U.S. dollar approximately 5% for the third quarter and weakened 0.3% for the first nine months of 2017, as compared to the same periods in 2016. We estimate that the change in currency rates in 2017 compared to 2016 resulted in an increase in revenue of approximately $903 and a decrease of $195 for the quarter and nine months ended September 30, 2017, respectively, compared to the same periods in 2016 and an increase in operating expenses of approximately$576 for the quarter and a decrease of  $576 for the nine months ended September 30, 2017 compared to the same periods in 2016.

The financial position and the results of operations of most of our foreign subsidiaries, withsince the exception of our subsidiaries in Canada, Switzerland and Singapore, 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. Revenues and expenses are translated at average exchange rates prevailing during the period. Translation adjustments arising from differences in exchange rates generated other comprehensive income of $1,203 and $3,633 for the third quarter and first nine months of 2017, and other comprehensive income of $7 and loss of $425 for the third quarter and first nine months of 2016. These amounts are included as a separate component of stockholders’ equity. The functional currency for our subsidiaries in Canada, Switzerland and Singapore is the U.S. Dollar.

Gains and losses resulting from foreign currency transactionsacquisition date are included in our Digital Agreements reportable operating segment.

Macroeconomic Conditions
During the consolidated statements of operations in other income (expense), net. Foreign exchange transaction losses aggregating $273 in the thirdfirst quarter of 2017 compare2023, we continued to lossesoperate under uncertain market conditions, influenced by events such as the Russia-Ukraine conflict, instability in certain parts of $110the banking sector, supply chain constraints, the inflationary cost environment, and general concerns about economic conditions. Our customers have increased scrutiny on spending decisions, which has resulted in longer sales cycles for both existing customer and new customer opportunities. For a complete discussion of the third quarterrisks we encounter in our business, please refer to Part 1, Item 1A, Risk Factors, in our Form 10-K.

Components of 2016. Foreign exchange transaction losses aggregating $320 inOperating Results

    Revenue
We generate revenue from the first nine months of 2017 compare to transaction gains of $152 in the first nine months of 2016.

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Revenue

Revenue by Geographic Regions: We classify our sales by customer location in three geographic regions: 1) EMEA, which includes Europe, Middle East and Africa; 2) the Americas, which includes sales in North, Central, and South America; and 3) Asia Pacific (APAC), which also includes Australia, New Zealand, and India. The breakdown of revenue in eachsale of our major geographic areas was as follows:

Three months ended September 30:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMEA

    

Americas

    

APAC

    

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue:

 

 

  

 

 

  

 

 

  

 

 

  

 

2017

 

$

22,768

 

$

14,419

 

$

13,939

 

$

51,126

 

2016

 

$

22,770

 

$

8,089

 

$

12,789

 

$

43,648

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percent of Total:

 

 

  

 

 

  

 

 

  

 

 

  

 

2017

 

 

45

%  

 

28

%  

 

27

%  

 

100

%

2016

 

 

52

%  

 

19

%  

 

29

%  

 

100

%

Nine months ended September 30:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

EMEA

    

Americas

    

APAC

    

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue:

 

 

  

 

 

  

 

 

  

 

 

  

 

2017

 

$

62,868

 

$

37,880

 

$

38,037

 

$

138,785

 

2016

 

$

67,465

 

$

24,318

 

$

52,925

 

$

144,708

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percent of Total:

 

 

  

 

 

  

 

 

  

 

 

  

 

2017

 

 

45

%  

 

27

%  

 

28

%  

 

100

%

2016

 

 

47

%  

 

17

%  

 

36

%  

 

100

%

Total revenue of $51,126 for the third quarter of 2017 increased $7,478, or 17%, from the third quarter of 2016. For the first nine months of 2017, total revenue of $138,785 decreased $5,923 or 4% from the first nine months of 2016.

Revenue generated in EMEA during the third quarter of 2017 was $22,768,  approximately equal to the third quarter of 2016. For the first nine months of 2017, revenue generated in EMEA was $62,868, or 7% lower than the first nine months of 2016. The decrease in revenues for the first nine months of 2017 was primarily driven by a decline in the lower margin segment of oursubscriptions, maintenance and support, professional services, and Digipass hardware business, partially offset by an increase in software products.

Revenue generated in the Americas for the third quarter of 2017 was $14,419, or 78%, higher than the third quarter of 2016. For the first nine months of 2017, revenue generated in the Americas was $37,880, or 56% higher than the first nine months of 2016. The increase for the third quarter and first nine months of 2017 compared to the same period in 2016 was primarily due to increased revenues from non-hardware products, including eSignLive.

Revenue generated in the Asia Pacific region during the third quarter of 2017 was $13,939, or 9%, higher than the third quarter of 2016. For the first nine months of 2017, revenue was $38,037, or 28% lower than the first nine months of 2016. The revenue decline for first nine months of 2017 was attributed to lower hardware revenues.

We believe comparison of revenues between periods is heavily influenced by the timing of orders and shipments reflecting the transactional nature of significant parts of our business. As

Product and license revenue. Product and license revenue includes Digipass hardware products and software licenses, which are provided on a resultperpetual or term basis subscription model.
Service and other revenue. Service and other revenue includes solutions that are provided on a cloud-based subscription model, maintenance and support, and professional services.

    Cost
of the volatilityGoods Sold
Our total cost of goods sold consists of cost of product and license revenue and cost of service and other revenue. We expect our cost of goods sold to increase in absolute dollars as our business we believe our business is best evaluated over a longer term where the impact of transactions in any given period is not as significant as in a quarter-over-quarter comparison.

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Gross Profit and Operating Expenses

The following table sets forth, for the periods indicated, certain consolidated financial datagrows, although it may fluctuate as a percentage of total revenue for the threefrom period to period.

Cost of product and nine months ended September 30, 2017license revenue. Cost of product and 2016:

license revenue primarily consists of direct product and license costs, including personnel costs, production costs, and freight.

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30, 

 

September 30, 

 

 

    

2017

    

2016

    

2017

    

2016

 

Revenue

 

 

 

 

 

 

 

 

 

Products

 

75.1

%  

78.5

%  

75.3

%  

82.1

%  

Services and other

 

24.9

%  

21.5

%  

24.7

%  

17.9

%  

Total revenue

 

100.0

%  

100.0

%  

100.0

%  

100.0

%  

Cost of goods sold

 

 

 

 

 

 

 

 

 

Products

 

23.6

%  

26.1

%  

23.5

%  

27.6

%  

Services and other

 

4.7

%  

5.0

%  

5.4

%  

4.2

%  

Total cost of goods sold

 

28.3

%  

31.1

%  

28.9

%  

31.8

%  

Gross profit

 

71.7

%  

68.9

%  

71.1

%  

68.2

%  

 

 

 

 

 

 

 

 

 

 

Operating costs

 

  

 

  

 

  

 

  

 

Sales and marketing

 

27.3

%  

30.8

%  

31.0

%  

29.0

%  

Research and development

 

10.7

%  

13.3

%  

12.7

%  

12.2

%  

General and administrative

 

19.3

%  

17.6

%  

19.0

%  

17.3

%  

Amortization of purchased intangible assets

 

4.3

%  

5.0

%  

4.8

%  

4.6

%  

Total operating costs

 

61.6

%  

66.7

%  

67.5

%  

63.1

%  

 

 

 

 

 

 

 

 

 

 

Operating income

 

10.1

%  

2.2

%  

3.6

%  

5.1

%  

Interest income, net

 

0.8

%  

0.5

%  

0.7

%  

0.3

%  

Other income (expense), net

 

(0.4)

%  

0.3

%  

0.3

%  

0.5

%  

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

10.5

%  

3.0

%  

4.6

%  

5.9

%  

Provision for income taxes

 

5.0

%  

1.8

%  

2.2

%  

2.2

%  

Net income

 

5.5

%  

1.2

%  

2.4

%  

3.7

%  

Cost of service and other revenue. Cost of service and other revenue primarily consists of costs related to cloud subscription solutions, including personnel and equipment costs, depreciation, amortization, and personnel costs of employees providing professional services and maintenance and support.


    
Gross Profit


    
Gross profit foris revenue net of the quarter ended September 30, 2017 was $36,646, an increasecost of $6,596, or 22%, from the quarter ended September 30, 2016.goods sold. Gross profit as a percentage of total revenue, (gross profit margin) was 72% for the quarter ended September 30, 2017, as comparedor gross margin, has been and will continue to 69% for the quarter ended September 30, 2016. The increase in gross profit asbe affected by a percentagevariety of revenue for the third quarter of 2017 compared to 2016 primarily reflects an increase in software solutions as a percentage of total revenues.

Gross profit for the nine months ended September 30, 2017 was $98,606, a decrease of $99, from the comparable period in 2016. Gross profit as a percentage of revenue (gross profit margin) was 71% for the nine months ended September 30, 2017 and 68% for the nine months ended September 30, 2016. The increase in gross profit as a percentage of revenue for the first nine months of 2017 compared to 2016 primarily reflects an increase in software solutions as a percentage of total revenues.

The majority offactors, including our inventory purchases are denominated in U.S. Dollars. Our sales are denominated in various currencies including the Euro. As the U.S. Dollar weakened against the Euro in the third quarter of 2017 compared to the same period in 2016, revenue from sales in Euros increased, as measured in U.S. Dollars, without a corresponding change in cost of goods sold. The impact of changes in currency rates are estimated to have increased revenue by approximately $903 in the third quarter of 2017. Had currency rates in the third quarter of 2017 been equal to rates in the same period in 2016, the gross profit margin would have been approximately 0.5 percentage points lower for the third quarter of 2017.

25


average selling price, manufacturing costs,

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For the nine months ended September 30, 2017, asmix of products sold, and the U.S. Dollar strengthened against the Euro comparedmix of revenue among products, subscriptions and services. We expect our gross margins to the same periods of 2016, revenue from sales in Euros, as measured in U. S. Dollars, decreased, without a corresponding change in the cost of goods sold. The impact of changes in currency rates are estimated to have decreased revenue by approximately $195 for the first nine months of 2017. Had currency rates in 2017 been equal to rates in the same period in 2016, the gross profit margin would have been approximately 0.04 percentage points higher for the first nine months of 2017.

fluctuate over time depending on these factors.

Operating Expenses


Our operating expenses are generally based on anticipated revenue levels and are fixed over short periods of time. As a result, small variations in revenue may cause significant variations in quarter-to-quarterthe period-to-period comparisons of operating income or operating income as a percentage of revenue.


Generally, the most significant factor driving our operating expenses is headcount. Direct compensation and benefit plan expenses generally represent between 55%50% and 65%60% of our operating expenses. In addition, a number of other expense categories are directly related to headcount. We attempt to manage our headcount within the context of the economic environments in which we operate and the investments we believe we need to make for our infrastructure to support future growth and for our products to remain competitive. For the third quarter and first nine months of 2017, average headcount was 1% lower and 4% higher, respectively, than the same periods in 2016.


Historically, operating expenses can behave been impacted by changes in foreign exchange rates. As noted above, weWe estimate that the change in currency rates in 2017during the first three months of 2023 compared to 2016the first three months of 2022 resulted in an increasea decrease in operating expenses of approximately$576 for the three months ended September 30, 2017 and a decrease of $576 for the nine months ended September 30, 2017, compared to the same periods in 2016.

$0.6 million.


    
The comparison of operating expenses can also be impacted significantly by costs related to our stock-based and long-term incentive plans. Operating expenses forLong-term incentive plan compensation expense includes both cash and stock-based incentives. During the three and nine months ended September 30, 2017March 31, 2023 and 2022, operating expenses included $1,267$3.9 million and $3,199,$1.2 million, respectively, of expenseexpenses related to the stock-based and long-term incentive plans compared to $1,579 and $5,457plans.

Stock-based compensation expense for the three and nine months ended September 30, 2016, respectively.

March 31, 2023 reflected our 2023 annual equity grant to executives and other employees who were hired in the second and third quarters of 2022, including the impact of an overall expansion of the equity incentive program that we put in place during 2022 for the long-term retention of our employees. The reversal in the three months ended March 31, 2022 of certain long-term incentive plan compensation accruals and unvested stock-based incentives for employees who were severed from the Company during that period was also a factor in the year-over-year increase in stock-based compensation expense.


Our operating expenses consist of:

Sales and Marketing Expenses

marketing. Sales and marketing expenses for the quarter ended September 30, 2017 were $13,956, an increaseconsist primarily of $503, or 4%, from the third quarter of 2016. Salespersonnel costs, commissions and bonuses, trade shows, marketing programs and other marketing activities, travel, outside consulting costs, and long-term incentive compensation. We expect sales and marketing expenses for the nine months ended September 30, 2017, were $42,997, anto increase in absolute dollars as we expand our salesforce and marketing activities to support our strategic transformation plan, although our sales and marketing expenses may fluctuate as a percentage of $1,015, or 2%, from the same period of 2016.

Average full-time sales, marketing, support, and operating employee headcount for the three and nine months ended September 30, 2017 was 312 and 307, respectively, compared to 299 and 285 for the three and nine months ended September 30, 2016, respectively. Headcount was 4% higher for the third quarter of 2017 compared to the third quarter of 2016, and 8% higher for the nine months ended September 30, 2017 when compared to the same period in 2016.

total revenue.

Research and Development Expenses

development. Research and development expenses for the quarter ended September 30, 2017, were $5,493, a decreaseconsist primarily of $314, or 5%, from the third quarter of 2016. Researchpersonnel costs and development costs for the nine months ended September 30, 2017, were $17,669, an increase of $52, or 3%, from the same period of 2016.

Average full-time research and development employee headcount for the three and nine months ended September 30, 2017 was 205 and 218, respectively, compared to 232 and 224 for the third quarter and nine months ended September 30, 2016, respectively. Headcount was 12%  lower and 3% lower for the third quarter and first nine months of 2017, respectively, compared to the same periods in 2016. The headcount decrease is partially attributable to the divestiture of a non-strategic business line in August 2017. Overall, welong-term incentive compensation. We expect research and development expensescosts to increase in absolute dollars as we invest in developing new products.

continue to enhance and expand our product offerings and cloud platform. However, our research and development expenses may fluctuate as a percentage of total revenue due to expected growth of our team and continued capitalization of certain costs related to the expansion of our cloud product portfolio.

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Table of Contents

General and Administrative Expenses

administrative. General and administrative expenses for the quarter ended September 30, 2017, were $9,882, an increaseconsist primarily of $2,200, or 29%, from the third quarter of 2016.  Generalpersonnel costs, legal, consulting and administrative expenses for the nine months ended September 30, 2017, were $26,323, an increase of $1,252, or 5%, compared to the same period of 2016. The increase inother professional fees, and long-term incentive compensation. We expect general and administrative expenses to increase in absolute dollars to support the third quarter primarily reflect increased headcount, professional fees and facilities expense. Professional fees primarily relate to internal controls, legal and internal systems.

Average full-timeanticipated growth of our business, although our general and administrative employee headcount for the three and nine months ended September 30, 2017 was 93 and 90, respectively, compared to 84 and 82 for the same periods in 2016. Headcount was approximately 11%  higher, and 10%  higher for the third quarter and first nine monthsexpenses may fluctuate as a percentage of 2017, respectively, compared to the same periods in 2016.

Amortization of Intangible Assets

total revenue.

Amortization of intangible assets. Acquired intangible assets are amortized over their respective amortization periods and are periodically evaluated for threeimpairment.
Restructuring and nine months ended September 30, 2017 was $2,203related charges. Restructuring and $6,603, respectively, an increaseother related charges consists of $7severance and related benefits incurred from headcount reductions as part of our restructuring plan. We plan to incrementally incur additional restructuring costs through December 31, 2025, when the plan terminates.
Segment Results
Segment operating income (loss) consists of the revenue generated by a decreasesegment, less the direct costs of $19 for the comparable periods in 2016.

revenue, sales and marketing, research and development, and general and administrative expenses, amortization and impairment

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charges that are incurred directly by a segment. Unallocated corporate costs include companywide costs that are not attributable to a particular segment. Financial results by reportable operating segment are included below under Results of Operations.
Interest Income

Consolidated (Expense), Net

Interest income (expense), net, interestconsists of income was $386 and $1,016 for the three and nine months ended September 30, 2017, as compared to $229 and $504 for the same periods in 2016. The increase in interest income for 2017 compared to the same periods in 2016 reflects an increase in the average interest rate earned on our cash equivalents and short-term investments. Our cash equivalents and short-term investments are invested balances and an increase in the average invested balance.

short-term instruments at current market rates.


    
Other Income (Expense), Net


Other income (expense), net, primarily includes exchange gains (losses) on transactions that are denominated in currencies other than our subsidiaries’ functional currencies, subsidies received from foreign governments in support of our research and development in those countries and other miscellaneous non-operational expenses.

Other

Income Taxes
Our effective tax rate reflects our global structure related to the ownership of our intellectual property (“IP”). The majority of our IP in our Security Solutions business is owned by two subsidiaries, one in the U.S. and one in Switzerland. The e-signature IP in our Digital Agreements business is owned by a subsidiary in Canada. These subsidiaries have entered into agreements with most of the other OneSpan entities under which those other entities provide services to the IP owners on either a percentage of revenue or on a cost plus basis or both. Under this structure, the earnings of our service provider subsidiaries are relatively constant. These service provider companies tend to be in jurisdictions with higher effective tax rates. Fluctuations in earnings flow to the IP owners.
As the majority of our revenues are generated outside of the U.S., our consolidated effective tax rate is strongly influenced by the effective tax rate of our foreign operations. Changes in the effective rate related to foreign operations reflect changes in the geographic mix of earnings and the tax rates in each of the countries in which it is earned. The statutory tax rate for the primary foreign tax jurisdictions ranges from 11% to 35%.

Impact of Currency Fluctuations


    
During the three months ended March 31, 2023 and 2022, respectively, we generated approximately 80% and 88% of our revenues and incurred approximately 56% and 68% of our operating expenses outside of the U.S. As a result, changes in currency exchange rates, especially the Euro exchange rate and the Canadian Dollar exchange rate, can have a significant impact on our revenue and operating expenses.

While the majority of our revenue is generated outside of the U.S., a significant amount of our revenue earned during the three months ended March 31, 2023 was denominated in U.S. Dollars. For the three months ended March 31, 2023, approximately 53% of our revenue was denominated in U.S. Dollars, 42% was denominated in Euros and 5% was denominated in other currencies. For the three months ended March 31, 2022, approximately 57% of our revenue was denominated in U.S. Dollars, 38% was denominated in Euros and 5% was denominated in other currencies.

In general, to minimize the net impact of currency fluctuations on operating income, we attempt to denominate an amount of billings in a currency such that it would provide a hedge against the operating expenses being incurred in that currency. We expect that changes in currency rates may impact our future results if we are unable to match amounts of revenue with our operating expenses in the same currency. If the amount of our revenue in Europe denominated in Euros continues as it is now or declines, we may not be able to balance fully the exposures of currency exchange rates on revenue and operating expenses.

The financial position and the results of operations of our foreign subsidiaries, with the exception of our subsidiaries in Switzerland, Singapore and Canada, 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. Revenues and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates generated comprehensive gain of $1.7 million during the three months ended March 31, 2023 and comprehensive loss of $2.0 million during the three months ended March 31, 2022. These amounts are included as a separate component of stockholders’ equity. The functional currency for our subsidiaries in Switzerland, Singapore and Canada is the U.S. Dollar.

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Table of Contents
Gains and losses resulting from foreign currency transactions are included in the condensed consolidated statements of operations in other income (expense). Losses resulting from foreign currency transactions were $0.2 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively.
Results of Operations
In conjunction with our strategic transformation plan, effective with the quarter ended June 30, 2022, we began reporting under the following two lines of business, which are our reportable operating segments: Digital Agreements and Security Solutions.
The following table sets forth, for the periods indicated, selected segment and consolidated operating results.
Three Months Ended March 31,
(In thousands, except percentages)20232022
Digital Agreements
Revenue$11,552 $13,301 
Gross profit$8,448 $10,286 
Gross margin73 %77 %
Operating income (loss)$(6,033)$1,125 
Security Solutions
Revenue$46,055 $39,146 
Gross profit$30,838 $26,392 
Gross margin67 %67 %
Operating income$15,631 $7,689 
Total Company:
Revenue$57,607 $52,447 
Gross profit$39,286 $36,678 
Gross margin68 %70 %
Statements of Operations reconciliation:
Segment operating income$9,598 $8,814 
Corporate operating expenses not allocated at the segment level(17,728)(18,057)
Total Company operating loss$(8,130)$(9,243)
Revenue
Revenue by products and services allocated to the segments for the three months ended March 31, 2023 and 2022 is as follows:
Three Months Ended March 31,
20232022
Digital AgreementsSecurity SolutionsDigital AgreementsSecurity Solutions
(In thousands)
Subscription$10,348 $19,608 $11,671 $11,598 
Maintenance and support996 10,165 1,352 10,594 
Professional services and other (1)208 1,416 278 1,603 
Hardware products— 14,866 — 15,351 
Total Revenue$11,552 $46,055 $13,301 $39,146 
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(1) Professional services and other includes perpetual software licenses revenue which was less than 2% of total
revenue for the three months ended March 31, 2023 and 2022.
Total revenue increased by $5.2 million, or 10%, during the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Changes in foreign exchange rates as compared to the same period in 2022 negatively impacted revenue by approximately $1.3 million.
Additional information on our revenue by segment follows.
Digital Agreements revenue decreased $1.7 million, or 13%, during the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The decrease in Digital Agreements revenue was primarily attributable to lower on-premises subscription revenue, which was driven by the non-renewal of several contracts and contraction due to our strategy of sunsetting our on-premises e-signature product. The decrease was partially offset by an increase in cloud subscription revenue, primarily driven by existing customer expansion. Changes in foreign currency rates compared to the same period in 2022 negatively impacted Digital Agreements revenue by less than $0.1 million.
Security Solutions revenue increased $6.9 million, or approximately 18%, during the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The increase in Security Solutions revenue was attributable to higher on-premises term subscription revenue, which was driven by existing customer expansion and, to a lesser extent, new customer revenue. Lower customer purchase volumes of hardware products due to production delays and lower maintenance and support revenue partially offset the increase in term subscription revenue. Changes in foreign exchange rates compared to the same period in 2022 negatively impacted Security Solutions revenue by $1.3 million.
Our revenue is heavily influenced by the timing of orders and shipments. As a result, we believe that the overall strength of our business is best evaluated over a longer term where the impact of transactions in any given period is not as significant as in a quarter-over-quarter comparison. In particular, our Security Solutions revenue for the quarter ended March 31, 2023 benefited from the timing of certain contract renewals. We expect Security Solutions revenue growth to be comparatively more modest for the remainder of 2023.
Revenue by Geographic Regions: We classify our sales by customer location in three geographic regions: 1) EMEA, which includes Europe, Middle East and Africa; 2) the Americas, which includes sales in North, Central, and South America; and 3) Asia Pacific (APAC), which includes Australia, New Zealand, and India. The breakdown of revenue in each of our major geographic areas was as follows:
Three Months Ended March 31,
20232022
(In thousands, except percentages)
Revenue
EMEA$27,820 $24,876 
Americas20,498 17,249 
APAC9,289 10,322 
Total revenue$57,607 $52,447 
% of Total Revenue
EMEA48 %47 %
Americas36 %33 %
APAC16 %20 %
For the three months ended March 31, 2023, revenue generated in EMEA was $2.9 million, or 12%. higher than the same period in 2022, driven primarily by higher on-premises term subscription revenue from existing customer expansion and new customers.
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For the three months ended March 31, 2023, revenue generated in the Americas was $3.2 million, or 19%, higher than the three months ended March 31, 2022. This increase was primarily driven by both higher customer purchase volumes of hardware and a higher average selling price due to customer mix.
For the three months ended March 31, 2023, revenue generated in APAC was $1.0 million, or 10%, lower than the three months ended March 31, 2022, driven by lower customer purchase volumes of hardware products.
Cost of Goods Sold and Gross Margin
The following table presents cost of goods sold for our products and services for the three months ended March 31, 2023 and 2022:
Three Months Ended March 31,
20232022
(In thousands, except percentages)
Cost of goods sold  
Product and license$11,288 $9,079 
Services and other7,033 6,690 
Total cost of goods sold$18,321 $15,769 
 Gross profit$39,286 $36,678 
Gross margin
Product and license66 %69 %
Services and other71 %71 %
Total gross margin68 %70 %
The cost of product and license revenue increased by $2.2 million, or 24%, during the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Cost of goods sold for the three months ended March 31, 2023 was impacted by price increases for our hardware components and higher freight costs than the prior year.
The cost of services and other revenue increased by $0.3 million, or 5%, during the three months ended March 31, 2023 compared to the three months ended March 31, 2022, primarily due to higher cloud platform costs.
Gross profit increased $2.6 million, or 7%, during the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Gross profit margin was 68% for the three months ended March 31, 2023, compared to 70% for the three months ended March 31, 2022. The decrease in profit margin for the three months ended March 31, 2023 was primarily driven by customer and product mix and higher freight costs.
The majority of our inventory purchases are denominated in U.S. Dollars. Our sales are denominated in various currencies, including the Euro. The impact of changes in currency rates are estimated to have had a favorable impact on overall cost of goods sold of $0.2 million for the three months ended March 31, 2023. Had currency rates during the three months ended March 31, 2023 been equal to rates in the comparable period of 2022, the gross profit margin would have been less than 1 percentage point higher for the three months ended March 31, 2023, driven by the unfavorable currency rate impact to revenue.
Additional information on our gross profit by segment follows.
Digital Agreements gross profit decreased $1.8 million, or 18%, during the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The decrease in gross profit was driven by lower overall revenue and higher cloud platform costs. Digital Agreements gross margin for the three months ended March 31, 2023 was 73%, compared to 77% for the three months ended March 31, 2022.
Security Solutions gross profit increased $4.4 million, or approximately 17%, during the three months ended March 31, 2023 compared to the three months ended March 31, 2022, driven by higher on-premises term
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subscription revenue. Security Solutions gross margin was 67% for both the three months ended March 31, 2023 and 2022, mainly as a result of hardware costs increasing and proportionally offsetting the revenue increase.
Operating Expenses
Operating expenses increased by $1.5 million, or 3%, during the three months ended March 31, 2023 compared to the three months ended March 31, 2022. Changes in foreign exchange rates favorably impacted operating expenses by approximately $0.6 million as compared to the same period in 2022.
The following table presents the breakout of operating expenses by category as of March 31, 2023 and 2022:
Three Months Ended March 31,
20232022
(In thousands)
Operating costs
Sales and marketing$20,011 $15,000 
Research and development9,463 12,096 
General and administrative16,653 14,784 
Restructuring and other related charges706 2,659 
Amortization of intangible assets583 1,382 
Total operating costs$47,416 $45,921 
Sales and Marketing Expenses
Sales and marketing expenses for the three months ended March 31, 2023 increased by $5.0 million, or 33%, compared to the three months ended March 31, 2022. The increase was driven by higher expenses for sales-related activities, as well as higher employee compensation costs which included increases in commissions, annual bonus, and long-term incentive plan expenses. Costs incurred to expand our digital marketing initiatives also contributed to the increase.
Average full-time sales, marketing, support, and operating employee headcount for the three months ended March 31, 2023 was 352, compared to 361 for the three months ended March 31, 2022. Average headcount was 2% lower for the three months ended March 31, 2023, compared to the same period in 2022.
In future periods, we generally expect sales and marketing spend to increase as we enhance our enterprise go-to-market strategy, build brand awareness, expand offerings to existing customers, and add new distribution channels. However, our sales and marketing spend levels in any given period may vary depending upon the macroeconomic environment, the expected yield of our sales and marketing activities, and other business factors.
Research and Development Expenses
Research and development expenses for the three months ended March 31, 2023 decreased by $2.6 million, or 22%, compared to the three months ended March 31, 2022. The decrease in expense was driven primarily by the capitalization of expanded research and development costs of $2.8 million to enhance our transaction cloud platform and our Digital Agreements product offerings, and lower employee compensation costs. The overall decrease in expense was partially offset by higher outside services costs and higher travel and entertainment costs.
Average full-time research and development employee headcount for the three months ended March 31, 2023 was 315, compared to 367 for the three months ended March 31, 2022. Average headcount was approximately 14% lower for the three months ended March 31, 2023, when compared to the same period in 2022.
General and Administrative Expenses
General and administrative expenses for the three months ended March 31, 2023 increased by $1.9 million, or 13%, compared to the three months ended March 31, 2022. The increase in expense was driven by higher long-term
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incentive plan expense and the expansion of our executive team. The increase in expense was partially offset by a decrease in consulting fees related to our strategic transformation plan incurred during the period compared to the three months ended March 31, 2022.
Average full-time general and administrative employee headcount for the three months ended March 31, 2023 was 146, compared to 138 for the three months ended March 31, 2022. Average headcount was approximately 6% higher for the three months ended March 31, 2023 when compared to the same period in 2022.
Amortization of Intangible Assets
Amortization of intangible assets expense for the three months ended March 31, 2023 decreased by $0.8 million, or 58%, compared to the three months ended March 31, 2022. The decrease was driven by certain intangible assets acquired in prior years becoming fully amortized or impaired during 2022.
Restructuring and Other Related Charges
Restructuring and other related charges for the three months ended March 31, 2023 decreased by $2.0 million, or 73%, compared to the three months ended March 31, 2022. The decrease was driven by a significant number of employee related actions taken during the three months ended March 31, 2022. Expense in both periods includes severance, retention pay, and other related benefit costs incurred in conjunction with our restructuring plan.
Segment Operating Income (Loss)
Information on our operating income (loss) by segment follows.
Digital Agreements operating loss for the three months ended March 31, 2023 was $6.0 million, compared to operating income of $1.1 million for the three months ended March 31, 2022. Operating loss for the three months ended March 31, 2023 was largely attributable to the change in expense allocations between the segments primarily impacting operating expenses, higher sales and marketing expense which was driven by higher travel and entertainment costs, higher employee compensation costs, and additional headcount on our sales team. Lower profitability also contributed to the segment operating loss. Gross margin for the three months ended March 31, 2023 and 2022 was 73% and 77%, respectively. The 400 basis point decrease in gross margin was driven by lower on-premises subscription revenue and lower maintenance and support revenue.
Security Solutions operating income for the three months ended March 31, 2023 was $15.6 million, which was a year-over-year increase of $7.9 million, or 103%, from the three months ended March 31, 2022. The increase was driven by the change in expense allocations between the segments primarily impacting operating expenses, higher on-premises subscription revenue, lower research and development expense, and lower amortization as a result of the Dealflo intangible asset impairment in 2022. The increase was partially offset by higher personnel and freight costs. Gross margin was 67% for both the three months ended March 31, 2023 and 2022.
Interest income (expense), net
Three Months Ended March 31,
20232022
(In thousands)
Interest income (expense), net$503 $(17)
Interest income (expense), net was $0.5 million for the three months ended March 31, 2023 compared to net expense of less than $0.1 million for the three months ended March 31, 2022. The increase in interest income is related to a higher invested cash balance and higher interest rates.
Other (Expense) Income, net
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Three Months Ended March 31,
20232022
(In thousands)
Other (expense) income, net$(40)$15,647 
Other (expense) income, net primarily includes subsidies received from foreign governments in support of our research and development in those countries, exchange gains (losses) on transactions that are denominated in currencies other than our subsidiaries’ functional currencies, and other miscellaneous non-operational, non-recurring expenses.
Other (expense) income, net for the three and nine months ended September 30, 2017March 31, 2023 was ($185) and $402, respectively, compared to $118 and $731 for the comparable periods of 2016.less than $(0.1) million. Other (expense) income, (expense), net included exchange losses of $273 and $320 for the three and nine months ended September 30, 2017 compared to exchange lossesMarch 31, 2022 was $15.6 million, which primarily consisted of $110the $14.8 million gain on sale of our equity-method investment in Promon AS ("Promon").
Provision for Income Taxes
Three Months Ended March 31,
20232022
(In thousands)
Provision for income taxes$689 $1,173 

    We recorded income tax expense of $0.7 million
and gains of $152$1.2 million for the same periods in 2016.

Income Taxes

Incomethree months ended March 31, 2023 and 2022, respectively. Lower income tax expense for the three and nine months ended September 30, 2017March 31, 2023 was $2,558 and $2,994, respectively, an increase of $1,777 and a decrease of $152 from the same periods in 2016. The increase in tax expense in 2017 from 2016 for the third quarter is primarily due to higher pretax income in the third quarter of 2017. The decrease in tax expense in 2017 from 2016 for the nine months is primarily attributable to lower pretax income, partially offset by discrete items related to changes in estimates upon completion of tax filings and a measurement period adjustment in 2016.

Our estimated annual tax rate for 2017 before discrete items is expected to be 40%. This is higher than the U.S. statutory rate primarily due to valuation allowances on taxable losses, primarily in Canada, partially offset by income in foreign jurisdictions taxed at lower rates. Our ultimate tax rate will depend on the mixgain on sale of earningsour investment in various jurisdictions.

As ofPromon recorded during the third quarter of 2016, our estimated annual tax rate for 2016 before discrete items was expected to be 28%. The rate was lower than the U.S. statutory rate primarily due to income in foreign jurisdictions taxed at lower rates, partly offset by valuation allowances on taxable losses. Discrete items related to changes in estimates upon completion

three months ended March 31, 2022

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of tax filings and a measurement period adjustment increased the full-year 2016 effective rate to 37% and increased the nine month effective rate to 36%.

At December 31, 2016, we had foreign tax credit carryforwards of $7,027 for future U.S. tax returns. These foreign tax credits expire in 2023 through 2026. We have not provided a valuation reserve for the foreign tax credits as we believe it is more likely than not that they will be realized.

At December 31, 2016, we had deferred tax assets of $16,655 resulting from foreign and state NOL carryforwards of $58,110 and other foreign deductible carryforwards of $16,817. At December 31, 2016, we had a valuation allowance of $6,192 against deferred tax assets related to certain carryforwards.

Liquidity and Capital Resources

At September 30, 2017,March 31, 2023, we had net cash balances (total cash and cash equivalents) of $106.5 million. Our cash and cash equivalents balance includes U.S. treasury notes and restricted cash less bank borrowings) of $49,261bills, money market funds, and short-term investments of $109,463. At December 31, 2016, we had net cash balances of $49,345 and short-term investments of $94,856. We had no outstanding debt or restricted cash at September 30, 2017, or December 31, 2016.

Short-term investments at September 30, 2017, and December 31, 2016, consisting of high quality commercial paper with maturities at acquisition of less than nine months, were held by our U.S. and Swiss entities and issued by domestic and foreign corporations.

Our working capital at September 30, 2017 was $159,370, an increase of $20,171 or 15% from $139,199 atthree months.

At December 31, 2016. The increase2022, we had cash balances of $96.2 million and short-term investments of $2.3 million.
We are party to lease agreements that require letters of credit to secure the obligations which totaled $0.9 million and $1.1 million at March 31, 2023 and December 31, 2022, respectively. Additionally, we maintained a cash guarantee with a payroll vendor in the combinedamount of $0.1 million at both March 31, 2023 and December 31, 2022. The restricted cash related to the letters of credit and the payroll vendor cash guarantee is recorded in "restricted cash" on the condensed consolidated balance sheets.
As of March 31, 2023, we held $64.2 million of cash and short-term investments as well as the increasecash equivalents in working capital at September 30, 2017 from December 31, 2016 primarily reflects the benefit of cash flow from operations for 2017.

As of September 30, 2017, we held $30,757 of cash and short-term investments in bankssubsidiaries outside of the United States. Of that amount, $30,546$63.6 million is not subject to repatriation restrictions, but may be subject to taxes upon repatriation.

We believe that our financial resources are adequate to meet our operating needs over the next twelve months.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014‑09, Revenue

Our cash flows are as follows:
Three Months Ended March 31,
20232022
(In thousands)
Cash provided by (used in):
Operating activities$13,237 $3,660 
Investing activities(2,546)17,283 
Financing activities(1,098)(635)
Effect of foreign exchange rate changes on cash and cash equivalents569 (45)
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Operating Activities
Cash provided by (used in) operating activities primarily consists of net income (loss), as adjusted for non-cash items, and changes in operating assets and liabilities. Non-cash adjustments consist primarily of amortization of intangible assets, deferred taxes, depreciation of property and equipment, and stock-based compensation. We expect cash inflows from Contracts with Customers (ASU 2014‑09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014‑09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expectsoperating activities to be entitledaffected by increases or decreases in sales and timing of collections and payment of expenditures. Our primary uses of cash from operating activities have been for those goodspersonnel costs. We expect cash outflows from operating activities to be affected by increases in personnel costs as we grow our business.
For the three months ended March 31, 2023, $13.2 million of cash was provided by operating activities. This was driven by a decrease in our accounts receivable balance during the period, partially offset by a decrease in deferred revenue and an increase in inventories, net. For the three months ended March 31, 2022, $3.7 million of cash was provided by operating activities.
Our working capital at March 31, 2023 was $79.3 million compared to $87.6 million at December 31, 2022. The decrease was due to lower capital needs as we better manage the timing of cash collections and vendor payments.
Investing Activities
The changes in cash flows from investing activities primarily relate to timing of purchases, maturities and sales of investments, purchases of property and equipment, and activity in connection with acquisitions. We expect to continue to purchase property and equipment to support the growth of our business as well as to continue to invest in our infrastructure and activity in connection with acquisitions.
For the three months ended March 31, 2023, net cash used in in investing activities was $2.5 million, compared to net cash provided by investing activities of $17.3 million for the three months ended March 31, 2022. Cash used in investing activities consisted of additions to property, plant and equipment, net, and the purchase of ProvenDB. Cash usage during the period was partially offset by the maturity of our entire short-term investments balance. For the three months ended March 31, 2022, net cash provided by investing activities consisted of the $18.9 million sale of our investment in Promon.
Financing Activities
The changes in cash flows from financing activities primarily relate to the purchases of common stock under our share repurchase program and tax payments for restricted stock issuances.
Cash of $1.1 million and $0.6 million was used in financing activities during the three months ended March 31, 2023 and 2022, respectively. Cash usage in both periods was attributable to tax payments for stock issuances.
Key Business Metrics and Non-GAAP Financial Measures

    In our quarterly earnings press releases and conference calls, we discuss the below key metrics and financial measures that are not calculated according to generally accepted accounting principles (“GAAP”). These metrics and non-GAAP financial measures help us monitor and evaluate the effectiveness of our operations and evaluate period-to-period comparisons. Management believes that these metrics and non-GAAP financial measures help illustrate underlying trends in our business. We use these metrics and non-GAAP financial measures to establish budgets and operational goals (communicated internally and externally), manage our business and evaluate our performance. We also believe that both management and investors benefit from referring to these metrics and non-GAAP financial measures as supplemental information in assessing our performance and when planning, forecasting, and analyzing future periods. We believe these metrics and non-GAAP financial measures are useful to investors both because they allow for greater transparency with respect to financial measures used by management in their financial and operational decision-making and also because they are used by investors and the analyst community to help evaluate the health of our business.
Annual Recurring Revenue

    We use annual recurring revenue,
or services. The standard createsARR, as an approximate measure to monitor the revenue growth of our
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recurring business. ARR represents the annualized value of the active portion of SaaS, term-based license, maintenance and support contracts, and other subscription services at the end of the reporting period.

ARR is calculated as the approximate annualized value of our customer recurring contracts as of the measurement date. These include subscription, term-based license, and maintenance contracts and exclude one-time fees. To the extent that we are negotiating a five-step model to achieve its core principle: (i) identify the contract(s)renewal with a customer; (ii) identifycustomer after the performance obligationsexpiration of a recurring contract, we continue to include that revenue in ARR if we are actively in discussions with the contract; (iii) determine the transaction price; (iv) allocate the transaction pricecustomer for a new recurring contract or renewal, or until such customer notifies us that it is not renewing its recurring contract.

ARR does not have any standardized meaning and is therefore unlikely to the separate performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. In addition, entities must disclose sufficient informationbe comparable to enable users of financial statements to understand the nature, amount, timing, and uncertaintysimilarly titled measures presented by other companies. ARR should be viewed independently of revenue and cash flows arisingdeferred revenue as ARR is an operating metric and is not intended to be combined with or replace these items. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates and renewal rates, and does not include revenue from perpetual licenses, purchases of Digipass authenticators that are not cloud-connected devices, training, professional services or other sources of revenue that are not deemed to be recurring in nature.
At March 31, 2023, we reported ARR of $141.3 million, which was 10% higher than ARR of $128.7 million at March 31, 2022. Changes in foreign exchange rates during the three months ended March 31, 2023 as compared to the prior year negatively impacted ARR by approximately $0.9 million. ARR growth was primarily driven by an increase in subscription contracts, offset by foreign exchange rate impacts and the same factors that affected NRR, as discussed below.
Net Retention Rate

    Net Retention Rate, or NRR, is defined as the approximate year-over-year percentage growth in ARR from the same set of customers at the end of the prior year period. It measures our ability to increase revenue across our existing customer base through expanded use of our platform, offset by customers whose subscription contracts with us are not renewed or renew at a lower amount. The company’s ability to drive growth and generate incremental revenue depends, in part, on our ability to maintain and grow our relationships with customers. QualitativeNRR is an important way in which we track our performance in this area.
We reported NRR of 108% and quantitative disclosures115% at March 31, 2023 and 2022, respectively. Year-over-year, NRR was impacted by foreign exchange rate impacts, longer sales cycles, timing related to contract renewals, a small number of lost contracts in 2022, and our decision to discontinue certain product portfolio offerings.

    
Adjusted EBITDA

    
We define Adjusted EBITDA as net income before interest, taxes, depreciation, amortization, long-term incentive compensation, and certain non-recurring items, including acquisition related costs, lease exit costs, rebranding costs, and non-routine shareholder matters. Adjusted EBITDA is a non-GAAP financial metric. We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, long-term incentive compensation, and certain non-recurring items, including acquisition related costs, lease exit costs, rebranding costs, and non-routine shareholder matters. We use Adjusted EBITDA as a simplified measure of performance for use in communicating our performance to investors and analysts and for comparisons to other companies within our industry. As a performance measure, we believe that Adjusted EBITDA presents a view of our operating results that is most closely related to serving our customers. By excluding interest, taxes, depreciation, amortization, long-term incentive compensation, impairment of intangible assets, restructuring costs, and certain other non-recurring items, we are required about: (i) the entity’s contracts with customers; (ii) the significant judgments,able to evaluate performance without considering decisions that, in most cases, are not directly related to meeting our customers’ requirements and changes in judgments,were either made in applyingprior periods (e.g., depreciation, amortization, long-term incentive compensation, non-routine shareholder matters), deal with the guidance to those contracts; and (iii) any assets recognized from the costs to obtainstructure or fulfill a contract with a customer.

ASU 2014‑09 is effective for annual periods beginning after December 15, 2016, and interim periods within such annual periods, using eitherfinancing of the following transition methods: (i) a full retrospective approach reflectingbusiness (e.g., interest, one-time strategic action costs, restructuring costs, impairment charges)

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or reflect the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) an approach with the cumulative effect of initially adopting ASU 2014‑09 recognized at the date of adoption.

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In August 2015, the FASB issued Accounting Standards Update No. 2015‑14, Revenue from Contracts with Customers: Deferral of Effective Date deferring the new revenue standard one year and allowing adoption asregulations that are outside of the original effective date.

control of our management team (e.g., taxes). In addition, removing the impact of these items helps us compare our core business performance with that of our competitors.


The following table reconciles net income (loss) as reported on our condensed consolidated statements of operations to Adjusted EBITDA:
Three Months Ended
March 31,
(In thousands)20232022
Net income (loss)$(8,356)$5,214 
Interest income (expense), net(503)17 
Provision for income taxes689 1,173 
Depreciation and amortization of intangible assets (1)1,319 2,097 
Long-term incentive compensation3,923 1,224 
Restructuring and other related charges706 2,659 
Other non-recurring items (2)585 (12,144)
Adjusted EBITDA$(1,637)$240 

(1) Includes depreciation and amortization expense directly related to generating cloud subscription revenue of less than $0.1 million and $0 million at March 2016,31, 2023 and 2022, respectively. Costs are recorded in Cost of service and other revenue.
(2) For the FASB issued ASU No.2016‑08, Revenue from Contractsthree months ended March 31, 2023, non-recurring items include $0.6 million of fees related to non-recurring projects and our acquisition of ProvenDB.

For the three months ended March 31, 2022, non-recurring items include a $(14.8) million non-operating gain on sale of our investment in Promon and $2.7 million of outside services related to our strategic action plan.

Adjusted EBITDA for the three months ended March 31, 2023 was $(1.6) million compared to $0.2 million for the three months ended March 31, 2022. Year-over-year changes in foreign exchange rates negatively impacted Adjusted EBITDA by approximately $1.1 million for the three months ended March 31, 2023. The decrease was also driven by higher operating expenses as we increased investments in our sales and marketing function to drive top line growth, as well as by higher compensation in our executive team due to 2022 executive hires, both in connection with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net)our business transformation.
Critical Accounting Policies
Our accounting policies are fully described in Note 1, Summary of Significant Accounting Policies, which provides guidance to our Consolidated Financial Statements in our Form 10-K for the year ended December 31, 2022 and Note 2, Summary of Significant Accounting Policies, to our interim unaudited condensed consolidated financial statements in this Quarterly Report on assessing whether an entity is a principal or an agent in aForm 10-Q for the period ended March 31, 2023. We believe our most critical accounting policies include revenue transaction and whether an entity reports revenue on a gross or net basis.

In April 2016, the FASB issued ASU No. 2016‑10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing, which provides guidance on identifying performance obligationsrecognition, credit losses, and accounting for licenses of intellectual property.

In May 2016, the FASB issued ASU No. 2016‑12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients, which makes narrow-scope amendments to ASU No. 2014‑09 and provides practical expedients to simplify the transition to the new standard and clarify certain aspects of the standard.

In December 2016, the FASB issued ASU No. 2016‑20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which makes narrow-scope amendments to ASU No. 2014‑09.

We are currently evaluating the impact of the new revenue recognition guidance including any impacts on associated processes, systems, and internal controls. Our evaluation includes determining the unit of account (i.e., performance obligations) and standalone selling price of each performance obligation. Standalone selling prices under the new guidance may not be substantially different from our current methodologies of establishing fair value on multiple element arrangements. Based on initial assessments, we have identified certain arrangements where revenue may be recognized earlier as compared to current practice. We expect to recognize term license revenue upon delivery, rather than over the term of the arrangement. We expect to capitalize certain sales commissions upon adoption of the new standard and are currently in the process of evaluating the period over which to amortize these capitalized costs. We continue to evaluate the impact of this guidance and subsequent amendments on our consolidated financial position, results of operations, and cash flows, and any preliminary assessments are subject to change. We will adopt this guidance as of the first quarter of 2018 using the cumulative effect transition method.

We adopted ASU 2015‑11, Inventory (Topic 330) – Simplifying the Measurement of Inventory as of January 1, 2017. ASU 2015‑11 requires measurement of inventory at the lower of cost or net realizable value, defined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Adoption of ASU 2015‑11 did not have a significant impact on our financial statements.

In February 2016, The FASB issued Accounting Standards Update No. 2016‑02, Leases, which among other things, requires lessees to recognize most leases on balance sheet. ASU 2016‑02 is effective for annual and interim periods in fiscal years beginning after December 15, 2018 and mandates a modified retrospective transition method. We are currently evaluating the impact of ASU 2016‑02 on our consolidated financial statements.

In January 2017, The FASB issued ASU No. 2017‑01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU 2017‑01 defines a business in the context of a set of transferred assets and activities. ASU 2017‑01 is effective for annual and interim periods in fiscal years beginning after December 15, 2017 and applied prospectively. Early adoption is permitted. The Company is currently evaluating the effect the guidance will have on the Company’s financial statements.

In January 2017, the FASB issued ASU 2017‑04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017‑04 eliminates Step 2 of the goodwill impairment test, requiring determination of the implied fair value of goodwill by allocating the reporting unit fair value to assets and liabilities as if the reporting unit was acquired in a business acquisition. Updated guidance requires goodwill impairment equal to the excess of the carrying value over the fair value of the respective reporting unit. Updated guidance is effective beginning January 1, 2020 and will be applied on a prospective basis. Early adoption is permitted. We are currently evaluating the impact of this updated guidance.

income taxes.

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In March 2017, the FASB issued ASU No. 2017‑07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The updated accounting guidance requires changes to the presentation of the components of net periodic benefit cost on the income statement by requiring service cost be presented with other employee compensation costs and other components of net periodic pension cost be presented outside of any subtotal of operating income. The ASU also stipulates that only the service cost component of net benefit cost is eligible for capitalization. The guidance is effective for interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the effect the guidance will have on the Company’s 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 impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial statements upon adoption.

Item 3.3 - Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our market risk during the three and nine months ended September 30,  2017.March 31, 2023. For additional information, refer to “Item 7A. Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk”Risk, included in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2016.

10-K.

Item 4.4 - Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures
Our management, with the participation of ourthe Company’s Chief Executive Officer and Chief Financial Officer, who, respectively, are our principal executive officer and principal financial officer, conducted an evaluation ofhas evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e)Rules 13a-15(e) and Rule 15d‑15(e)15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the endMarch 31, 2023. Based on
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this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, due to the material weakness in our internal control over financial reporting described below and further in our Annual Report on Form 10‑K for the year ended Decemberas of March 31, 2016,2023, our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports we file or submit under the Exchange Act, and such information is accumulated and communicated to management as of September 30, 2017.

appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

As discussed

There have been no changes in our Annual Report on Form 10‑K for the year ended December 31, 2016, management identified control deficiencies that constituted a material weakness in ourCompany’s internal control over financial reporting as of December 31, 2016. The deficiencies related to the acquisition and integration of Silanis Technology, Inc.

The Company has implemented additional controls and is in the process of executing a remediation plan. Management expects remediation of the material weakness will be completed in fiscal year 2017.

Subject to the foregoing, there were no changes in our internal control over financial reporting during our quarter ended September 30, 2017 which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a‑15 and 15d‑15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

reporting during the quarter ended March 31, 2023.

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PART II. OTHER INFORMATION

Inherent Limitations on the Effectiveness of Controls

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls’ effectiveness to future periodsItem 1 - Legal Proceedings

We are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occurcertain legal proceedings and may not be detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In addition to the legal matters described below, we are, from time to time, involved in routine legal mattersclaims incidental to the conductoperation of our business, includingbusiness. We are also subject to certain other legal matters such as to protect our intellectual property rightsproceedings and resolve employment claims. We believeclaims that the ultimate resolution of any such current routine matter will not have a material adverse effect on our continued financial position, results of operations or cash flows.

On January 10, 2011, we purchased our wholly-owned subsidiary, DigiNotar B.V., a private company organized and existing in The Netherlands from the shareholders (“Sellers”). On September 19, 2011, DigiNotar B.V. filed a bankruptcy petition under Article 4 of the Dutch Bankruptcy Actarisen in the Haarlem District Court, The Netherlands. On September 20, 2011, the court declared DigiNotar B.V. bankrupt and appointed a bankruptcy trustee and a bankruptcy judge to manage all affairsordinary course of DigiNotar B.V. through the bankruptcy process. The trustee took over management of DigiNotar B.V.’s business activities and is responsible for the administration and liquidation of DigiNotar B.V. In connection with the bankruptcy of DigiNotar B.V., subsequent to September 20, 2011, a number of claims and counter-claims were filed with the courts in The Netherlands (collectively, the “Court”) related to discontinued assets and discontinued liabilities and other available remedies.

In January 2015, we received a notice of potential claim by the trustee against all of the individuals who served as Directors of DigiNotar, both before and after our acquisition of DigiNotar. T. Kendall Hunt, Jan Valcke, and Clifford K. Bown were the Directors of DigiNotar following its purchase by VASCO. The basis for the potential claim from the trustee appears to be based primarily on the same arguments that VASCO presented in its case against the sellers, which were adjudicated in VASCO’s favor. While we believe that we have strong defenses against the claim, we have also notified our provider of director and officer insurance should a claim be filed and wenot been fully adjudicated. We currently do not expect the resolution of the potential claim to have a material adverse effect on our business, financial condition or results of operations. VASCO is indemnifying Messrs. Hunt, Valcke, and Bown for this matter.

On July 28, 2015 a putative class action complaint was filed in the United States District Court for the Northern District of Illinois, captioned Linda J. Rossbach v. Vasco Data Security International, Inc., et al., case number 1:15‑cv‑06605, naming VASCO and certain of its current and former executive officers as defendants and alleging violations under the Securities Exchange Act of 1934, as amended. The suit was purportedly filed on behalf of a putative class of investors who purchased VASCO securities between April 28, 2015 and July 28, 2015, and seeks to recover damages allegedly caused by the defendants’ alleged violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b‑5 promulgated thereunder. The

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complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. Pursuant to a September 1, 2015 scheduling order entered by the court, the lead plaintiff, once appointed, will have sixty days to file an amended complaint or notify the defendantsanticipate that the lead plaintiff intends to rely on the current complaint. On January 30, 2017, the appointed lead plaintiff filed an amended complaint in which the allegations regarding OFAC relatedthese matters, were dropped and replaced with allegations regarding public disclosures made by the defendants in April 2015 as compared to public statements made in July 2015, generally regarding the strength of the Company’s business and its future prospects. This case is now referred to by the name of the new lead plaintiff, Bunk. The defendants filed a motion to dismiss the Bunk complaint on March 31, 2017. Although the ultimate outcome of litigation cannot be predicted with certainty, the Company believes that this lawsuit is without merit and intends to defendif resolved against the action vigorously. VASCO is indemnifying its officers and directors for this matter.

On October 9, 2015, a derivative complaint was filed in the United States District Court for the Northern District of Illinois, captioned Elizabeth Herrera v. Hunt, et al., case number 1:15‑cv‑08937, naming VASCO’s Board of Directors and certain of its current and former executive officers as individual defendants and the Company as a nominal defendant. The plaintiff in the Herrera case voluntarily dismissed the action on July 12, 2017. Two additional complaints, captioned Beth Seltzer v. Hunt, et al., case number 2015‑ch‑15541, and William Hooper v. Hunt, et al., case number 2016‑ch‑04054, were filed on October 22, 2015 and March 22, 2016, respectively, in the Circuit Court of Cook County, Illinois naming the same defendants.

The complaints assert, among other things, that the individual defendants breached their fiduciary duties by making material misstatements in, and omitting material information from, the Company’s public disclosures and by failing to maintain adequate internal controls and properly manage the Company. Among other things, the complaints seek unspecified compensatory damages and injunctive relief.

On October 29, 2015, a defendant removed the Seltzer action to the United States District Court for the Northern District of Illinois. Thereafter, the plaintiff filed a motion to remand the action back to the Circuit Court of Cook County, Illinois, which was denied on February 3, 2016. On February 9, 2016, the court granted an agreed motion for voluntary dismissal of the Seltzer action, which dismissed the action with prejudice as to the named plaintiff’s individual claims. As for the Hooper action, the court granted a stay on June 8, 2016 and on July 18, 2017, the plaintiff in Hooper amended the complaint to largely mirror the amended complaint in Bunk.

On July 19, 2017, a derivative complaint was filed in the Circuit Court of Cook County, Illinois, captioned Fancesco D’Angelo v. Hunt, et. al., naming VASCO’s Board of Directors and certain former officers as individual defendants and the Company as a nominal defendant. This complaint largely follows the allegations in the Bunk case. The D’Angelo case has been consolidated with the Hooper case and remains subject to stay.

In February 2017, we learned that one of our integrated reseller customers, and certain of its end customers, were named as defendants in a patent infringement lawsuit in Japan related to our CRONTO technology. We have indemnification obligations in favor of our customer and are working with them to defend such suit. We believe there are strong grounds to argue that the plaintiff’s patent is invalid and we are defending our technology vigorously. However, the outcome of this suit is uncertain. If the plaintiff were able to succeed in this case and impede our ability to sell, and our customers’ ability to use, products utilizing our CRONTO technology, then such result could have a material adverse impact on our business and results of operations.

On March 14, 2017, a complaint was filed in the United States District Court for the District of Massachusetts, captioned StrikeForce Technologies, Inc. v. Vasco Data Security International, Inc., et al., claiming VASCO infringed on certain patent rights of the plaintiff. On May 8, 2017, VASCO answered the complaint denying the allegations of patent infringement. The parties are currently engaged in motion practice and discovery in the case. The plaintiff has also brought suit against various other companies in the cybersecurity industry. Although the ultimate outcome of litigation cannot be predicted with certainty, the Company believes that this lawsuit is without merit and intends to defend itself vigorously.

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

(c) The following table provides information about purchases by the Company of its shares of common stock during the three month period ended September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Number

 

 

 

 

 

 

 

 

 

of Shares

 

Maximum

 

 

 

 

 

 

 

Purchased as

 

Number of Shares

 

 

Total

 

 

 

Part of Publicly

 

that May Yet Be

 

 

Number of

 

Average

 

Announced

 

Purchased Under

 

 

Shares Purchased 

 

Price Paid

 

Plans or

 

the Plans or

Period

    

(1)

    

per Share

    

Programs (2)

    

Programs (2)

July 1, 2017 through July 31, 2017

 

4,055

 

$

14.15

 

 —

 

 —

August 1, 2017 through August 31, 2017

 

 —

 

 

 —

 

 —

 

 —

September 1, 2017 through September 30, 2017

 

 —

 

 

 —

 

 —

 

 —


(1.)

All transactions represent surrender of vested shares in satisfaction of tax withholdings by grantees under the 2009 Equity Incentive Plan.

(2.)

The Company has no publicly announced plans or programs to repurchase its shares.

Item 5. Other Information.

During the second quarter of 2015, our management became aware that certain of our products which were sold by our European subsidiary to a third-party distributor may have been resold by the distributor to parties in Iran, potentially including parties whose property and interests in property may be blocked pursuant to Executive Order 13224, Executive Order 13382 or that may be identified under Section 560.304 of 31 C.F.R. Part 560 as the “Government of Iran”.

We ceased shipping to such distributor. In addition, the Audit Committee of the Company’s Board of Directors initiated an internal review of this matter with the assistance of outside counsel. As a precautionary matter, concurrent initial notices of voluntary disclosure were submitted on June 25, 2015 to each of the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), and the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”).

The Audit Committee with the assistance of outside counsel has completed their review. On December 15, 2015, we filed a letter with BIS (Office of Export Enforcement) with the conclusion that the products supplied to the distributor were not subject to United States Export Control jurisdiction. The Office of Export Enforcement issued a “no action” letter, concluding the voluntary self-disclosure process under the Export Administration Regulations.

In addition, on  January 13, 2016, we filed a letter with OFAC, with the conclusions that VASCO and its subsidiaries made no direct sales to Iran or any party listed by OFAC as a Specially Designated National over the five-year period under review (i.e., June 1, 2010 to June 30, 2015). The letter further noted that the investigation did not identify any involvement on the part of senior management officials of VASCO, and to the contrary, noted that VASCO executive management officials had sought to implement procedures and provided notices to VASCO’s sales personnel to prevent the diversion of VASCO products to unauthorized destinations and end users.

We have not received any response to the letter to OFAC and we cannot predict when OFAC will conclude their review of our voluntary self-disclosures. Based upon the OFAC guidelines for monetary penalties, in the fourth quarter of 2015, we accrued $900 for potential penalties if they are assessed by OFAC. Ultimately no penalty may be assessed or the penalty may be less or greater than the accrual, but in any event we do not believe that the final settlementus, will have a material adverse impact on our business.

financial results.

For further information regarding our legal proceedings and claims, see Note 15, Legal Proceedings and Contingencies, included in Part I, Item 1, Unaudited Consolidated and Condensed Financial Statements, of this Quarterly Report on Form 10-Q.

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Item 1A – Risk Factors
Careful consideration should be given to the risk factors disclosed in Part I, Item 1A, Risk Factors, of our Form 10-K for the year ended December 31, 2022, filed with the SEC on February 28, 2023.

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Table of Contents

Item 6. Exhibits.

Exhibit 31.16 - Rule 13a‑14(a)/15d‑14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 2, 2017.

Exhibit 31.2 - Rule 13a‑14(a)/15d‑14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 2, 2017.

Exhibit 32.1 - Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 2, 2017.

Exhibit 32.2 - Section 1350 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 2, 2017.

Exhibit 101.INS – XBRL Instance Document

Exhibit 101.SCH – XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL – XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.LAB - XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE – XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 101.DEF – XBRL Taxonomy Extension Definition Linkbase Document


*Certain exhibits, schedules and annexes have been omitted pursuant to Item 601(b)(2) of Regulation S-K. VASCO undertakes to furnish copies of any such omitted items upon request by the Securities and Exchange Commission.

Exhibits
Exhibit 101.INS – Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
Exhibit 101.SCH – Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL – Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.LAB – Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE – Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 101.DEF – Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 104 – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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*Compensatory plan or management contract.
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Table of Contents

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, on November 2, 2017.

May 4, 2023.

VASCO Data Security International,OneSpan Inc.

/s/ Matthew P. Moynahan

/s/ Scott Clements

Matthew P. Moynahan

Scott Clements

Chief Executive Officer

(Principal Executive Officer)

/s/ Jorge Martell

/s/ Mark S. Hoyt

Jorge Martell

Mark S. Hoyt

Chief Financial Officer

(Principal Financial Officer)

/s/ John Bosshart
John Bosshart
Chief Accounting Officer and
(Principal

Accounting Officer)

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