Notes
to Consolidated Financial Statements
1.
Basis of Presentation
The
Company
. Our Board of Directors adopted an amendment to our Certificate of Incorporation changing our name from GraphOn Corporation
to hopTo Inc. effective September 9, 2013. A Certificate of Amendment of Incorporation was filed with the Delaware Secretary of
State implementing the name change. The amendment had been previously approved by our stockholders. Our headquarters are in Campbell,
CA.
hopTo
Inc., and its subsidiaries are developers of application publishing software which includes application virtualization
software and cloud computing software for multiple computer operating systems including Windows, UNIX and several Linux-based
variants.
The
Company sells a family of products under the brand name GO-Global, which is a software application publishing business and is
the Company’s sole revenue source at this time. GO-Global is an application access solution for use and/or resale by independent
software vendors (“ISVs”), corporate enterprises, governmental and educational institutions, and others, who wish
to take advantage of cross-platform remote access and Web-enabled access to their existing software applications, as well as those
who are deploying secure, private cloud environments.
Since 2012 we have also been developing
several products in the field of software productivity for mobile devices such as tablets and smartphones, which have been marketed
under the hopTo brand. The hopTo products were originally marketed to consumers and were later also marketed to small and medium
sized businesses and enterprise level customers under the name hopTo Work. hopTo Work allows customers to instantly transform
their legacy applications to become touch friendly on modern mobile devices. During 2015 and 2016, we also worked to integrate
hopTo Work with certain software products offered by Citrix Systems.
As of Q4 2016, we have effectively
ceased all of our sales, marketing and R&D efforts for the hopTo products, and at this time we do not expect any meaningful
revenues from these products in the foreseeable future.
We continue to own all hopTo-related IP including
source-code, related patents, and the relevant trademarks. We continue to believe that we may be able to extract value from these
assets and are currently working to do so at this time.
Over
the years, the Company has also made significant investments in intellectual property (“IP”). It has filed many patents
designed to protect the new technologies embedded in hopTo. As of March 31, 2017 52 patents have been granted by the USPTO and
we have also received notice from the USPTO that one additional patent application has been allowed and will ultimately issue
as a US patent in the next 30-45 days. Due to financial constraints on our operations, we have suspended patent prosecution activity
other than to pay issuance fees for patents already approved by USPTO.
On
January 27, 2016, we filed an amendment of our Amended and Restated Certificate of Incorporation, as amended, to effect a 1-for-15
reverse stock split of our common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective in the
stock market upon commencement of trading on January 28, 2016. As a result of the Reverse Stock Split, every fifteen shares of
our pre-Reverse Stock Split common stock were combined and reclassified into one share of our common stock. No fractional shares
were issued in connection with the Reverse Stock Split, and cash paid to stockholders for potential fractional shares was insignificant.
The number of shares of common stock subject to outstanding options, restricted stock units, warrants and convertible securities
were also reduced by a factor of fifteen as of January 27, 2016. All historical share and per share amounts reflected throughout
this report have been adjusted to reflect the Reverse Stock Split. The authorized number of shares and the par value per share
of our common stock were not affected by the Reverse Stock Split.
2.
Going Concern and Management’s Liquidity Plans
The
accompanying consolidated financial statements have been prepared in conformity with GAAP, assuming we will continue as a going
concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Accordingly,
the consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the
Company to continue as a going concern.
We have incurred significant net losses since
our inception. For the year ended December 31, 2016, the Company incurred a net loss of $1,852,900. At December
31, 2016, the Company had an accumulated deficit of $82,449,800 and a working capital deficit of $2,396,600. Due
to our inability to date to generate meaningful revenue from our hopTo Work business and our continued estimation that revenue
from this product is unlikely in any reasonable time frame, our cash resources may not be sufficient to fund our business for
the next 12 months. The Company’s ability to continue as a going concern is dependent on our ability to continue to generate
revenue from our legacy GO-Global business and to raise additional capital through the issuance of new equity, debt financing,
or from the sale of certain assets to meet short and long-term operating requirements.
If
the Company raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of
our current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to the Company’s
common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available
or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities,
which could significantly and materially restrict our operations. We are continuing to pursue external financing alternatives
to improve our working capital position. If the Company is unable to obtain the necessary capital, the Company may have to cease
operations.
These
factors raise substantial doubt about our ability to continue as a going concern.
In
order to maintain operations, we previously implemented significant expense reductions, including a limited number of employee
layoffs, and continue to implement further costs and employment reductions. During the three month period ended September 30,
2016, our CEO and CFO voluntarily agreed with our board of directors to defer 50% of their salary beginning September 1, 2016
until such time as the Company can reasonably pay such compensation upon approval by the board of directors.
Although
maintaining our SEC filing status is a significant expense, we are considering all options to preserve value for shareholders,
including potentially suspending or terminating our filing status, however we have not made any decision to do so.
We
have worked extensively to explore additional sources of capital including the issuance of new shares, securing debt financing,
and the sale of assets including certain software products and patents. Although this process is ongoing and we are in active
discussions with multiple parties, there is no guarantee that they will result in transactions that are sufficient to provide
the Company with the required liquidity to remove the substantial doubt as to our ability to continue as a going concern. We are
also in discussions with some parties about the possibility of other strategic transactions although there is no guarantee that
these discussions will result in an actual transaction. The accompanying consolidated financial statements do not include any
adjustments that may result from the outcome of the uncertainties set forth above.
3.
Significant Accounting Policies
Basis of Presentation and Use of Estimates
.
The consolidated financial statements include the accounts of hopTo Inc. and its subsidiaries (collectively, “we”,
“us”, “our”, or “Company”); significant intercompany accounts and transactions are eliminated
upon consolidation. The preparation of consolidated financial statements in conformity with accounting principles generally
accepted in the United States (“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 consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. These estimates include: the amount
of stock-based compensation expense; the allowance for doubtful accounts; the estimated lives, valuation and amortization of intangible
assets (including capitalized software); depreciation of long-lived assets; valuation of warrants; post-employment benefits; and
accruals for liabilities and taxes. While the Company believes that such estimates are fair, actual results could differ materially
from those estimates.
Cash
Equivalents
. The Company considers all highly liquid investments purchased with remaining maturities of three months or less
to be cash equivalents. The Company had no cash equivalents at either December 31, 2016 or 2015.
Property
and Equipment
. Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the
estimated useful lives of the respective assets, between three and seven years. Amortization of leasehold improvements is calculated
using the straight-line method over the lesser of the lease term or useful lives of the respective assets, between three and seven
years.
Shipping
and Handling
. Shipping and handling costs are included in cost of revenue for all periods presented.
Software
Development Costs
. Under the criteria set forth in Financial Accounting Standards Board’s (FASB) Accounting Standards
Codification (ASC) 985-20,
“Costs of Software to be Sold, Leased or Marketed,”
development costs incurred in
the research and development of new software products are expensed as incurred until technological feasibility, in the form of
a working model, has been established, at which time such costs are capitalized until the product is available for general release
to customers. The Company capitalized $0 and $12,000 of costs meeting the criteria incurred during 2016 and 2015, respectively.
Such capitalized costs are subsequently amortized as costs of revenue over the shorter of three years or the remaining estimated
useful life of the product. Amortization of capitalized computer software development costs is included in the product cost under
cost of revenue in the consolidated statements of operations. The Company makes ongoing evaluations of the recoverability of its
capitalized software projects by comparing the net amount capitalized for each product to the estimated net realizable value of
the product. If such evaluations indicate that the unamortized software development costs exceed the net realizable value, the
Company writes off the amount by which the unamortized software development costs exceed net realizable value (see Note 4).
Revenue
Recognition
. The Company markets and licenses products indirectly through channel distributors, independent software vendors
(“ISVs”), value-added resellers (“VARs”) (collectively “resellers”) and directly to corporate
enterprises, governmental and educational institutions and others. Its product licenses are perpetual. The Company also separately
sells intellectual property licenses, maintenance contracts (which are comprised of license updates and customer service access),
and other products and services.
Software
license revenues are recognized when:
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Persuasive
evidence of an arrangement exists (i.e., when the Company signs a non-cancelable license agreement wherein the customer acknowledges
an unconditional obligation to pay, or upon receipt of the customer’s purchase order), and
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Delivery
has occurred or services have been rendered and there are no uncertainties surrounding product acceptance (i.e., when title
and risk of loss have been transferred to the customer, which generally occurs when the media containing the licensed program(s)
is provided to a common carrier or, in the case of electronic delivery, when the customer is given access to the licensed
programs), and
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●
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The
price to the customer is fixed or determinable, as typically evidenced in a signed non-cancelable contract, or a customer’s
purchase order, and
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Collectability
is probable. If collectability is not considered probable, revenue is recognized when the fee is collected.
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Revenue
recognized on software arrangements involving multiple deliverables is allocated to each deliverable based on vendor-specific
objective evidence (“VSOE”) or third party evidence of the fair values of each deliverable; such deliverables include
licenses for software products, maintenance, private labeling fees, or customer training. The Company limits its assessment of
VSOE for each deliverable to either the price charged when the same deliverable is sold separately or the price established by
management having the relevant authority to do so, for a deliverable not yet sold separately.
If
sufficient VSOE of fair value does not exist, so as to permit the allocation of revenue to the various elements of the arrangement,
all revenue from the arrangement is deferred until such evidence exists or until all elements are delivered. If VSOE of the fair
value does not exist and the only undelivered element is maintenance, then we recognize revenue on a ratable basis. If VSOE of
the fair value of all undelivered elements exists but evidence does not exist for one or more delivered elements, then revenue
is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and
the remaining portion of the arrangement fee is recognized as revenue.
Certain
resellers (“stocking resellers”) purchase product licenses that they hold in inventory until they are resold to the
ultimate end-user (an “inventory stocking order”). At the time that a stocking reseller places an inventory stocking
order, no product licenses are shipped by the Company to the stocking reseller rather, the stocking reseller’s inventory
is credited with the number of licenses purchased and the stocking reseller can resell (issue) any number of licenses from their
inventory at any time. Upon receipt of an order to issue one or more licenses from a stocking reseller’s inventory (a “draw
down order”), the Company will ship the licenses(s) in accordance with the draw down order’s instructions. The Company
defers recognition of revenue from inventory stocking orders until the underlying licenses are sold and shipped to the end user,
as evidenced by the receipt and fulfillment of the stocking reseller’s draw down order, assuming all other revenue recognition
criteria have been met.
There
are no rights of return granted to purchasers of the Company’s software products.
Revenue
is recognized from maintenance contracts ratably over the related contract period, which generally ranges from one to five years.
All
of the Company’s software licenses are denominated in U.S. dollars.
Deferred
Rent
. The leases for both the Company’s current office in Campbell, California and the subleased former office in Campbell,
California contain free rent and predetermined fixed escalations in our minimum rent payments (See Notes 8 and 13). Rent expense
related to these leases is recognized on a straight-line basis over the terms of the leases. Any difference between the straight-line
rent amounts and amounts payable under the leases is recorded as part of deferred rent in current or long-term liabilities, as
appropriate. The monthly rent payments due to the Company for the sublease of the office at 1919 S. Bascom Avenue fully offsets
the rent payments due under the Company’s lease for that space.
Incentives
received upon entering into the lease agreement are recognized on a straight-line basis as a reduction to rent over the term of
the lease. The unamortized portion of these incentives are recorded as a part of deferred rent in current or long-term liabilities,
as appropriate.
Post-employment Benefits (Severance Liability)
.
Nonretirement postemployment benefits, including salary continuation, supplemental unemployment benefits, severance benefits,
disability-related benefits and continuation of benefits such as health care benefits, are recognized as a liability and a loss
when it is probable that the employee(s) will be entitled to such benefits and the amount can be reasonably estimated. The cost
of termination benefits recognized as a liability and an expense includes the amount of any lump-sum payments and the present
value of any expected future payments. During 2016 and 2015, we recorded severance expense of $5,000 for a former staff-level
employee and $42,100 for a former vice-president level employee, respectively. An aggregate $0 is reported as a severance
liability at both December 31, 2016 and 2015.
Allowance
for Doubtful Accounts
. The Company maintains an allowance for doubtful accounts that reflects our best estimate of potentially
uncollectible trade receivables. Such allowance is based on assessments of the collectability of specific customer accounts and
the general aging and size of the accounts receivable. We regularly review the adequacy of our allowance for doubtful accounts
by considering such factors as historical experience, credit worthiness, and current economic conditions that may affect a customer’s
ability to pay. We specifically reserve for those accounts deemed uncollectible. We also establish, and adjust, a general allowance
for doubtful accounts based on our review of the aging and size of our accounts receivable. The following table illustrates the
details of the Allowance for Doubtful Accounts for the years ended December 31, 2016 and 2015:
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Beginning
Balance
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Charge
Offs
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Recoveries
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Provision
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Ending
Balance
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2016
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$
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17,300
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$
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(3,700
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)
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$
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—
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$
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(5,900
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)
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$
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7,700
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2015
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$
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32,600
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$
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—
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|
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$
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—
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|
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$
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(15,300
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)
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$
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17,300
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Income
Taxes
. In accordance with FASB ASC 740-10-05,
“Income Taxes,”
the Company performed a comprehensive review
of uncertain tax positions as of December 31, 2016. In this regard, an uncertain tax position represents the expected treatment
of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring
income tax expense for financial reporting purposes.
The
Company and one or more of its subsidiaries are subject to United States federal income taxes, as well as income taxes of multiple
state and foreign jurisdictions. The Company and its subsidiaries are no longer subject to U.S. federal, state and local, or non-U.S.
income tax examinations by tax authorities for years prior to 2011. There are no tax examinations currently underway for any of
the Company’s or its subsidiaries’ tax returns for years subsequent to 2010.
The
Company’s policy for deducting interest and penalties is to treat interest as interest expense and penalties as taxes. The
Company had not accrued any amount for the payment of interest or penalties related to any uncertain tax positions at either December
31, 2016 or 2015, as its review of such positions indicated that such potential positions were minimal.
Under
FASB ASC 740-10-05,
“Income Taxes,”
deferred income taxes are recognized for the tax consequences of temporary
differences between the financial statement and income tax bases of assets, liabilities and net loss carryforwards using enacted
tax rates. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that is more likely
than not expected to be realized. Realization is dependent upon future pre-tax earnings, the reversal of temporary differences
between book and tax income, and the expected tax rates in effect in future periods.
Fair
Value of Financial Instruments
. The fair value of the Company’s accounts receivable, accounts payable and other current
liabilities approximate their carrying amounts due to the relative short maturities of these items.
The
fair value of the Company’s warrants are determined in accordance with FASB ASC 820,
“Fair Value Measurement,”
which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets
or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for
fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the
following categories:
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Level
1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities.
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Level
2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets
or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active,
or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the
assets or liabilities.
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Level
3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that
are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include
those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation
techniques, as well as significant management judgment or estimation.
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As
of December 31, 2016 and 2015, all of the Company’s $0 and $31,600 Warrants Liability reported at fair value, respectively,
were categorized as Level 3 inputs (see Note 9).
Derivative
Financial Instruments
. The Company currently does not have a material exposure to either commodity prices or interest rates;
accordingly, it does not currently use derivative instruments to manage such risks. The Company evaluates all of its financial
instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. All derivative
financial instruments are recognized in the balance sheet at fair value. Changes in fair value are recognized in earnings if they
are not eligible for hedge accounting or in other comprehensive income if they qualify for cash flow hedge accounting.
Long-Lived
Assets
. Long-lived assets are assessed for possible impairment whenever events or changes in circumstances indicate that the
carrying amounts may not be recoverable, whenever the Company has committed to a plan to dispose of the assets or, at a minimum,
annually. Typically, for long-lived assets to be held and used, measurement of an impairment loss is based on the fair value of
such assets, with fair value being determined based on appraisals, current market value, comparable sales value, and undiscounted
future cash flows, among other variables, as appropriate. Assets to be held and used affected by an impairment loss are depreciated
or amortized at their new carrying amount over their remaining estimated life; assets to be sold or otherwise disposed of are
not subject to further depreciation or amortization. During 2016 and 2015, we determined that there was an impairment of $15,500
and $182,400, respectively, associated with certain capitalized software development expense (see Note 4).
Loss
Contingencies
. The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business.
The Company considers the likelihood of the loss or impairment of an asset or the incurrence of a liability as well as its ability
to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when it
is probable that a liability has been incurred or an asset has been impaired and the amount of the loss can be reasonably estimated.
The Company regularly evaluates current information available to it to determine whether such accruals should be adjusted. No
such loss contingency was recorded during the year ended December 31, 2016.
Stock-Based
Compensation
. The Company applies the fair value recognition provisions of FASB ASC 718-10, “
Compensation –
Stock Compensation.
”
Valuation
and Expense Information Under FASB ASC 718-10
The
Company recorded stock-based compensation expense of $324,400 and $757,500 in the years ended December 31, 2016 and 2015, respectively.
No expense was capitalized related to software development. As required by FASB ASC 718-10, the Company estimates forfeitures
of employee stock-based awards and recognizes compensation cost only for those awards expected to vest. Forfeiture rates are estimated
based on an analysis of historical experience and are adjusted to actual forfeiture experience as needed.
During
2016, we awarded 35,000 shares of restricted common stock to seven members of our board of advisors. The valuation of the restricted
common stock awards was based on the closing fair market value of our common stock on the grant date. For these awards, such fair
market value was $1.65 per share. These shares were canceled in the three month period ended September 2016.
For
all options granted during 2016 and 2015, the Company set the exercise price equal to the closing fair market value of the Company’s
common stock as of the date of grant. We did not issue any options during 2016.
The
following table illustrates the non-cash stock-based compensation expense recorded during the years ended December 31, 2016 and
2015 by income statement classification:
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2016
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2015
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Cost
of revenue
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$
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5,600
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$
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9,000
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Selling
and marketing expense
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69,200
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148,700
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General
and administrative expense
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156,000
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499,500
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Research
and development expense
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93,600
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100,300
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$
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324,400
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$
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757,500
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The
Company estimated the fair value of each option grant made during the years ended December 31, 2016 and 2015 on the date of grant
using a binomial model, with the assumptions set forth in the following table:
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2016
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2015
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Estimated
volatility
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-
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103
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%
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Annualized
forfeiture rate
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-
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0
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%
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Expected
option term (years)
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-
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10.00
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Estimated
exercise factor
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-
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15.0
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Approximate
risk-free interest rate
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|
|
-
|
|
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0.74
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%
|
Expected
dividend yield
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|
|
—
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—
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The
estimated annualized forfeiture rate was based on an analysis of historical data and considered the impact of events such as work
force reductions we carried out in previous years. The expected term of our stock-based awards was based on historical award holder
exercise patterns and considered the market performance of our common stock and other items. The estimated exercise factor was
based on an analysis of historical data; historical exercise patterns; and a comparison of historical and current share prices.
The approximate risk free interest rate was based on the implied yield available on U.S. Treasury issues with remaining terms
equivalent to our expected term on our stock-based awards.
The
Company used the average historical volatility of its daily closing price for a period of time equal in length to the expected
option term for the option being issued. The period of time over which historical volatility was measured ended on the last day
of the quarterly reporting period during which the stock-based award was made.
The
Company does not anticipate paying dividends on its common stock for the foreseeable future.
Earnings
Per Share of Common Stock
. FASB ASC 260-10,
“Earnings Per Share,”
provides for the calculation of basic
and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing loss attributable to
common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects
the potential dilution of securities by adding other common stock equivalents, including common stock options, warrants, and unreleased
(unvested) restricted stock awards in the weighted average number of common shares outstanding for a period, if dilutive. Potentially
dilutive securities are excluded from the computation if their effect is antidilutive. For the years ended December 31, 2016 and
2015, 1,382,841 and 2,224,195 shares of common stock equivalents were excluded from the computation of diluted earnings per share,
respectively, since their effect would be antidilutive.
Comprehensive
Loss
. FASB ASC 220-10,
“Reporting Comprehensive Income,”
establishes standards for reporting comprehensive
income and its components in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive
income, as defined, includes all changes in equity (net assets) during the period from non-owner sources. Examples of items to
be included in comprehensive income, which are excluded from net income, include foreign currency translation adjustments and
unrealized gain/loss of available-for-sale securities. The individual components of comprehensive income (loss) are reflected
in the consolidated statement of operations. For the years ended December 31, 2016 and 2015, there were no changes in equity (net
assets) from non-owner sources.
Recent
Accounting Pronouncements
.
In
December 2016, the FASB issued ASU No. 2016-20,
Technical Corrections and Improvements to Topic 606, Revenue from Contracts
with Customers
(“ASU 2016-20”). ASU 2016-20 is intended to provide further technical corrections and improvements
to ASU 2014-09 “
Revenue from Contracts with Customers (Topic 606)”
. This update provides specific amendments
to thirteen separate issues, many of which are not applicable to the Company’s operation. The Company has reviewed the various
amendments and does not believe that they will have any impact our consolidated financial statements beyond what we would expect
from the adoption of ASU 2014-09.
In
August 2016, the FASB issued ASU No. 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts
and Cash Payments
(“ASU 2016-15”). ASU 2016-15 clarifies whether eight specifically identified cash flow issues
should be categorized as operating, investing or financing activities in the statement of cash flows. The guidance will be effective
for the fiscal year beginning after December 15, 2017, including interim periods within that year. The Company is currently assessing
the impact of this ASU on its consolidated financial statements.
In
June 2016, the FASB issued ASU No. 2016-13,
Financial Instruments – Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments
(“ASU 2016-13”). ASU 2016-13 is intended to provide financial statement users
with more useful information about expected credit losses on financial assets held by a reporting entity at each reporting date.
The new standard replaces the existing incurred loss impairment methodology with a methodology that requires consideration of
a broader range of reasonable and supportable forward-looking information to estimate all expected credit losses. This ASU is
effective for fiscal years and interim periods within those years beginning after December 15, 2019 and early adoption is permitted
for fiscal years and interim periods within those years beginning after December 15, 2018. The Company is currently assessing
the impact of this ASU on its consolidated financial statements.
In
May 2016, the FASB issued ASU 2016-12—
Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and
Practical Expedients
. The amendments in ASU 2016-12 affect only some of the narrow aspects of Topic 606 including the collectability
criterion, presentation of sales taxes and other similar taxes collected from customers, noncash consideration, and treatment
of certain contract modifications at transition. Similar to ASU 2014-09, as discussed below, the effective date will be the first
quarter of fiscal year 2018 with early adoption permitted in the first quarter of fiscal year 2017. We are currently evaluating
the impact that adoption of this new standard will have on our consolidated financial statements.
In
April 2016, the FASB issued ASU 2016-10—
Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations
and Licensing to clarify certain aspects of ASU 2014-09
. The amendments in ASU 2016-10 are expected to reduce the cost and
complexity of applying the guidance on identifying promised goods or services in contracts with customers and to improve the operability
and understandability of licensing implementation guidance related to the entity’s intellectual property. Similar to ASU
2014-09, the effective date will be the first quarter of fiscal year 2018 with early adoption permitted in the first quarter of
fiscal year 2017. We are currently evaluating the impact that adoption of this new standard will have on our consolidated financial
statements.
In
March 2016, the FASB issued ASU 2016-09—
Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based
Payment Accounting
. This update simplifies several aspects of the accounting for share-based payments, including immediate
recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity
classification up to the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either
estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification
on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding
purposes. This guidance is effective for annual reporting periods beginning after December 15, 2016 including interim periods
within that reporting period. We are currently evaluating the impact on our consolidated financial statements upon the adoption
of this guidance.
In
March 2016, the FASB issued ASU 2016-08—
Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations
(Reporting Revenue Gross versus Net)
. This update seeks to further clarify the implementation guidance on principal versus
agent considerations under the new revenue recognition standard, ASU 2014-09, Revenue from Contracts with Customers. Similar to
ASU 2014-09, the effective date will be the first quarter of fiscal year 2018 with early adoption permitted in the first quarter
of fiscal year 2017. We are currently evaluating the impact that adoption of this new standard will have on our consolidated financial
statements.
In
February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
. Under this guidance, an entity is required to recognize
right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance
offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required
to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to
assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods
beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective
adoption, with early adoption permitted. We are currently evaluating the impact on our consolidated financial statements upon
the adoption of this guidance.
In
November 2015, the FASB issued ASU 2015-17,
Balance Sheet Classification of Deferred Taxes
(“ASU 2015-17”).
The ASU is part of the Board’s simplification initiative aimed at reducing complexity in accounting standards and requires
companies to classify all deferred tax assets and liabilities, along with any related valuation allowance, as noncurrent on the
balance sheet. Although ASU 2015-17 isn’t required for public companies to implement until fiscal years beginning after
December 15, 2016 (and private companies until fiscal years beginning after December 15, 2017), early adoption is allowed. We
have decided to adopt ASU 2015-17 early and have classified all of our deferred tax assets and liabilities as noncurrent on the
balance sheet. We early adopted ASU 2015-17 as the Company considers this change an improvement in the usefulness of information
provided to users of the Company’s financial statements. The Company applied the standard prospectively and did not retrospectively
adjust any prior periods. Retrospective adjustments were immaterial to the Company’s total current assets and the adoption
had no impact on our results of operation.
In
August 2015, FASB issued ASU No. 2015-14 “
Revenue from Contracts with Customers (Topic 606)” – Deferral of
the Effective Date
(“ASU 2015-14”). The purpose of this update is to defer the effective date of ASU 2014-09,
detailed below, by one year. Therefore, ASU 2014-09 is now to be effective for annual reporting periods beginning after December
15, 2017, including interim periods within such annual period.
In
April 2015, FASB issued ASU No. 2015-05 “
Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”
(“ASU 2013-05”). The objective
of ASU 2015-05 is to provide guidance to reporting entities in the accounting for fees paid in a cloud computing arrangement.
Specifically, if a cloud computing arrangement includes a software license, then the entity should account for the software license
element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not
include a software license, the entity should account for the arrangement as a service contract. The guidance will not change
GAAP for an entity’s accounting for service contracts. The amendments in this ASU are effective for annual periods beginning
after December 15, 2015, including interim periods within those annual periods. Therefore, ASU 2015-05 is now effective. Adoption
of this standard has had no impact on our results of operations, cash flows or financial position as the Company has no cloud
computing arrangements to which it applies.
In August 2014, FASB issued Accounting Standards
Update (“ASU”) No. 2014-15 “
Preparation of Financial Statements - Going Concern (Subtopic 205-40).”
Under U.S. GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements
unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is
commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial
statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial
Statements-Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or
events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial
statements should continue to be prepared under the going concern basis of accounting, but the amendments in the update should
be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this ASU
are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Therefore
ASU 2014-15 is now effective. We have evaluated the going concern considerations in this ASU and have determined that it is appropriate
to provide additional disclosure to our consolidated financial statements (see Note 2).
In
May 2014, FASB issued ASU No. 2014-09 “
Revenue from Contracts with Customers (Topic 606)”
(“ASU 2014-09”).
ASU 2014-09 is the end result of a joint project initiated by FASB and the International Accounting Standards Board (“IASB”).
IASB is the body that sets International Financial Reporting Standards (“IFRS”). The goal of FASB’s and IASB’s
joint project was to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and
under IFRS. Specifically, ASU 2014-09:
|
1.
|
Removes
inconsistencies and weaknesses in revenue requirements.
|
|
|
|
|
2.
|
Provides
a more robust framework for addressing revenue issues.
|
|
|
|
|
3.
|
Improves
comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets.
|
|
|
|
|
4.
|
Provides
more useful information to users of financial statements through improved disclosure requirements.
|
|
|
|
|
5.
|
Simplifies
the preparation of financial statements by reducing the number of requirements to which an entity must refer.
|
The
core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods
within such annual period. Early adoption is not permitted. We are currently evaluating this ASU in order to determine whether
or not its adoption will have a material impact on our results of operations, cash flows or financial position.
4.
Capitalized Software Development Costs
Capitalized
software development costs as of December 31, 2016 and 2015 consisted of the following:
|
|
2016
|
|
|
2015
|
|
Software
development costs
|
|
$
|
490,400
|
|
|
$
|
518,800
|
|
Accumulated
amortization
|
|
|
(490,400
|
)
|
|
|
(498,000
|
)
|
|
|
$
|
-
|
|
|
$
|
20,800
|
|
During
2016 and 2015, we capitalized $0 and $12,000, respectively, of software development costs associated with hopTo. Such costs were
the cost of licenses to third party software used by hopTo.
Amortization
of capitalized software development costs is a component of costs of revenue. Capitalized software development costs amortization
aggregated $5,400 and $217,500 during the years ended December 31, 2016 and 2015, respectively.
During
2016 and 2015, we determined that an impairment of $15,500 and $182,400, respectively, existed with certain capitalized software
development costs associated with our hopTo consumer product and recognized that cost as part of cost of revenue.
5.
Property and Equipment
Property
and equipment as of December 31, 2016 and 2015 consisted of the following:
|
|
2016
|
|
|
2015
|
|
Equipment
|
|
$
|
258,700
|
|
|
$
|
313,700
|
|
Furniture
& fixture
|
|
|
190,600
|
|
|
|
233,900
|
|
Leasehold
improvements
|
|
|
167,600
|
|
|
|
167,600
|
|
|
|
|
616,900
|
|
|
|
715,200
|
|
Less:
accumulated depreciation and amortization
|
|
|
473,600
|
|
|
|
462,700
|
|
|
|
$
|
143,300
|
|
|
$
|
252,500
|
|
Aggregate
property and equipment depreciation expense for the years ended December 31, 2016 and 2015 was $89,200 and $117,300 respectively.
During 2016 and 2015, we did not capitalize any property and equipment. During 2016, we retired equipment with costs of $55,000
and furniture and fixtures with costs of $43,300. During 2015, we did not retire any assets. The $98,300 total in assets retired
in 2016 had total remaining book value of $20,000.
6.
Accrued Expenses
Accrued
expenses as of December 31, 2016 and 2015 consisted of the following:
|
|
2016
|
|
|
2015
|
|
Consulting services
|
|
$
|
35,000
|
|
|
$
|
40,200
|
|
Franchise tax
|
|
|
1,500
|
|
|
|
3,200
|
|
Software and subscription fees
|
|
|
2,300
|
|
|
|
4,900
|
|
Board of director fees
|
|
|
23,000
|
|
|
|
-
|
|
Royalty fees
|
|
|
10,800
|
|
|
|
-
|
|
Other
|
|
|
14,800
|
|
|
|
21,300
|
|
|
|
$
|
87,400
|
|
|
$
|
69,600
|
|
7.
Severance Liability
In
August of 2015 we agreed to provide a terminated employee a lump sum payment $15,000 and six months of medical coverage payments
which ended on March 2, 2016.
As
of December 31, 2016 and 2015, $0 and $5,900 remained outstanding associated with this severance liability, respectively.
8.
Deferred Rent
We
amended our office lease during 2013. On February 1, 2014, we moved our corporate offices to a different building within the same
office complex owned and operated by our landlord on South Bascom Avenue in Campbell, California, where our corporate offices
had been located prior to February 1, 2014. Since the new space is controlled by the same landlord, we considered the lease amendment
to be a modification to our preexisting lease; accordingly, we are amortizing the remaining balance in deferred rent immediately
prior to February 1, 2014 over the remaining term of the modified amended lease. Additionally, our landlord provided us with $106,600
of leasehold improvements on the new space that we are amortizing over the remaining term of the amended lease. All of the prior
leasehold improvements that had not been previously amortized were accelerated and recognized in their entirety from the time
of the amendment through January 2014, prior to the move.
On
August 11, 2015, we entered into a sublease agreement to sublease the entirety of the South Bascom office space to a third party.
The term of the sublease extends through the end of our office lease term for that space and the monthly rent payments due to
hopTo fully offset the monthly rent payments due to the landlord under hopTo’s lease for that space.
On
August 24, 2015, we entered into a new office lease for our corporate headquarters at 51 E. Campbell Avenue, Campbell,
California which became effective on October 1, 2015, is better suited to our California operations and results in significant
monthly savings. We were required to pre-pay a portion of the lease commitment in the form of a deposit which was recorded as
deferred rent during 2015.
As
of December 31, 2016 deferred rent was:
Component
|
|
Current
Liabilities
|
|
|
Long-Term
Liabilities
|
|
|
Total
|
|
Deferred
rent expense
|
|
$
|
(15,600
|
)
|
|
$
|
(30,500
|
)
|
|
$
|
(46,100
|
)
|
Deferred
rent benefit
|
|
|
39,700
|
|
|
|
33,100
|
|
|
|
72,800
|
|
|
|
$
|
24,100
|
|
|
$
|
2,600
|
|
|
$
|
26,700
|
|
As
of December 31, 2015 deferred rent was:
Component
|
|
Current
Liabilities
|
|
|
Long-Term
Liabilities
|
|
|
Total
|
|
Deferred
rent expense
|
|
$
|
(18,700
|
)
|
|
$
|
(46,100
|
)
|
|
$
|
(64,800
|
)
|
Deferred
rent benefit
|
|
|
39,700
|
|
|
|
72,800
|
|
|
|
112,500
|
|
|
|
$
|
21,000
|
|
|
$
|
26,700
|
|
|
$
|
47,700
|
|
Deferred
rent expense represents the remaining balance of the aggregate free rent we received from our landlord and escalations that are
being recognized over the life of the lease as a component of rent expense. Deferred rent benefit relates to the unamortized portion
of the leasehold improvements provided to us by our landlord (i.e., incentives) that we are recognizing on a straight-line basis
as a reduction to rent expense over the term of the lease.
9.
Liability Attributable to Warrants
On
January 7, 2014, we entered into a securities purchase agreement (the “SPA”) with a limited number of institutional
investors, pursuant to which we issued and sold for cash an aggregate 753,333 shares of our common stock at a purchase price of
$4.50 per share (the “2014 Transaction”). We also issued warrants to the investors for no additional consideration
to purchase an aggregate 376,667 shares of our common stock at an exercise price of $6.00 per share from January 7, 2014 through
January 7, 2019.
Under
certain conditions of the SPA that were to expire no later than January 7, 2015, we could have been required to issue a variable
number of additional warrants to the investors at a below-market value exercise price. Accordingly, we have concluded that the
warrants issued to the investors are not indexed to our common stock; therefore, the fair value of these warrants has been recorded
as a liability of $1,356,000 on January 7, 2014 our Balance Sheet. Since these conditions did not occur as of January 7, 2015,
we have reclassified the warrant from liability to equity.
Using
a binomial pricing model, we calculated the fair value of the warrants issued to the investors on January 7, 2015 to be $407,300.
We used the following assumptions in the binomial pricing model to derive the fair value: estimated volatility 113%; annualized
forfeiture rate 0%; expected term 4.1 years; estimated exercise factor 3.5; risk free interest rate 1.20; and dividends 0.
Changes
in fair value of the warrants liability are recognized in other income, except for changes in the fair value of the warrants issued
to ipCapital Group, Inc. (“ipCapital”), which are recognized as a component of general and administrative expense
in the consolidated statement of operations.
We
used the exercise price of the warrants, as well as the fair market value of our common stock, to determine the fair value of
our warrants. The exercise price for warrants issued in conjunction with a 2011 transaction, including those issued to the placement
agent, was either $3.00 or $3.90 per share, and was $3.90 per share for the warrants issued to ipCapital. The warrants issued
to the placement agent included anti-dilution provisions for repricing of the warrants in the event that future issuances of stock
by hopTo met certain conditions. The 2015 Transaction (Note 10) met those conditions and resulted in the placement agent warrants
being repriced from $3.00 and $3.90 to $2.55 and $3.30, respectively. On September 1, 2016, the liability warrants for the 2011
transaction expired.
We
used a binomial pricing model to determine the fair value of our warrants liability as of December 31, 2016 and 2015, the balance
sheet dates, respectively, using the following assumptions:
For
the Year Ended December 31, 2016
Warrants
|
|
Estimated
Volatility
|
|
Annualized
Forfeiture
Rate
|
|
Expected
Option Term
(Years)
|
|
Estimated
Exercise
Factor
|
|
Risk-Free
Interest Rate
|
|
Dividends
|
2011
Private Placement
|
|
108%
- 162%
|
|
—
|
|
0.6
- 0
|
|
-3.5
– 1.1
|
|
-0.20%
- 0.26-%
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ipCapital
|
|
125%
- 378%
|
|
—
|
|
0.71
- 0-
|
|
-4.0
– 1.1
|
|
-0.20%
- 0.26-%
|
|
—
|
For
the Year Ended December 31, 2015
Warrants
|
|
Estimated
Volatility
|
|
Annualized
Forfeiture
Rate
|
|
Expected
Option Term
(Years)
|
|
Estimated
Exercise
Factor
|
|
Risk-Free
Interest Rate
|
|
Dividends
|
2011
Private Placement
|
|
104%
- 132
|
|
—
|
|
1.61
– 0.68
|
|
3.5
|
|
0.26%
- 0.47%
|
|
—
|
ipCapital
|
|
105%
- 127%
|
|
—
|
|
1.79
– 0.79
|
|
4
|
|
0.26%
- 0.54%
|
|
—
|
The
following table is a reconciliation of the warrants liability measured at fair value using significant unobservable inputs (Level
3) for the year ended December 31, 2016:
Warrants
liability – December 31, 2015 fair value
|
|
$
|
31,600
|
|
Change
in fair value of warrant liability recorded in other income
|
|
|
(29,300
|
)
|
Change
in fair value of warrant liability recorded in general and administrative expense
|
|
|
(2,300
|
)
|
|
|
|
|
|
Warrants
liability – December 31, 2016 fair value
|
|
$
|
-
|
|
The
following tables reconcile the number of warrants outstanding for the periods indicated:
|
|
For
the Year Ended December 31, 2016
|
|
|
|
Beginning
Outstanding
|
|
|
Issued
|
|
|
Exercised
|
|
|
Cancelled
/
Forfeited
|
|
|
Ending
Outstanding
|
|
2011
Transaction
|
|
|
686,833
|
|
|
|
—
|
|
|
|
|
|
|
|
(686,833)
|
|
|
|
—
|
|
2014
Transaction
|
|
|
376,667
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
376,667
|
|
ipCapital
|
|
|
26,667
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(26,667)
|
|
|
|
—
|
|
Exercise
Agreement
|
|
|
300,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
300,000
|
|
Consultant
Warrant
|
|
|
11,285
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11,285
|
|
Offer
to Exercise
|
|
|
10,167
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,167
|
|
|
|
|
1,411,619
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
698,119
|
|
|
|
For
the Year Ended December 31, 2015
|
|
|
|
Beginning
Outstanding
|
|
|
Issued
|
|
|
Exercised
|
|
|
Cancelled
/
Forfeited
|
|
|
Ending
Outstanding
|
|
2011
Transaction
|
|
|
686,833
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
686,833
|
|
2014
Transaction
|
|
|
376,667
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
376,667
|
|
ipCapital
|
|
|
26,667
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
26,667
|
|
Exercise
Agreement
|
|
|
300,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
300,000
|
|
Consultant
Warrant (1)
|
|
|
11,285
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11,285
|
|
Offer
to Exercise
|
|
|
10,167
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,167
|
|
|
|
|
1,411,619
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,411,619
|
|
10.
Stockholders’ Equity
Common
Stock
During 2016, we awarded 35,000 shares of restricted
common stock to seven members of our board of advisors. The valuation of the restricted common stock awards was based on the closing
fair market value of our common stock on the grant date. For the awards made to board of advisors, such fair market value
was $1.65 per share. These shares were canceled in the three-month period ended September 2016 and we did not recognize additional
stock compensation expense on the unvested awards upon cancellation.
On
July 24, 2015 we entered into a securities purchase agreement and subscription agreement, pursuant to which we issued and sold
for cash an aggregate of 2,105,919 shares of our common stock at a purchase price of $1.21 per share. We derived gross proceeds
of $2,550,500 from this placement (the “2015 Transaction”).
During
2015, we granted 57,911 options to purchase common stock to our Chief Financial Officer at a weighted average exercise price of
$1.80 per share.
During
2015, we awarded 15,000 shares of restricted common stock to employees. The valuation of the restricted common stock awards was
based on the closing fair market value of our common stock on the grant date. For the awards made to employees, such fair market
value ranged from $1.95 to $2.40 per share.
Stock-Based
Compensation Plans
Active
Plans
2012
Equity Incentive Plan
. In November 2012, the Company’s 2012 Equity Incentive Plan (the “12 Plan”) was approved
by the stockholders. Pursuant to the terms of the 12 Plan, stock options, stock appreciation rights, restricted stock and restricted
stock units (sometimes referred to individually or collectively as “awards”) may be granted to officers and other
employees, non-employee directors and independent consultants and advisors who render services to the Company. The Company is
authorized to issue options to purchase up to 643,797 shares of common stock, stock appreciation rights, or restricted stock in
accordance with the terms of the 12 Plan.
In
the case of a restricted stock award, the entire number of shares subject to such award would be issued at the time of the grant
and subject to vesting provisions based on time or other conditions specified by the Board or an authorized committee of the Board.
For awards based on time, should the grantee’s service to the Company end before full vesting occurred, all unvested shares
would be forfeited and returned to the Company. In the case of awards granted with vesting provisions based on specific performance
conditions, if those conditions were not met, then all shares would be forfeited and returned to the Company. Until forfeited,
all shares issued under a restricted stock award would be considered outstanding for dividend, voting and other purposes.
Under
the 12 Plan, the exercise price of non-qualified stock options granted is to be no less than 100% of the fair market value of
the Company’s common stock on the date the option is granted. The exercise price of incentive stock options granted is to
be no less than 100% of the fair market value of the Company’s common stock on the date the option is granted provided,
however, that if the recipient of the incentive stock option owns greater than 10% of the voting power of all shares of the Company’s
capital stock then the exercise price will be no less than 110% of the fair market value of the Company’s common stock on
the date the option is granted. The purchase price of the restricted stock issued under the 12 Plan shall also not be less than
100% of the fair market value of the Company’s common stock on the date the restricted stock is granted.
All
options granted under the 12 Plan are immediately exercisable by the optionee; however, there is a vesting period for the options.
The options (and the shares of common stock issuable upon exercise of such options) vest, ratably, over a 33-month period; however,
no options (and the underlying shares of common stock) vest until after three months from the date of the option grant. The exercise
price is immediately due upon exercise of the option. The maximum term of options issued under the 12 Plan is ten years. Shares
issued upon exercise of options are subject to the Company’s repurchase, which right lapses as the shares vest. The 12 Plan
will terminate no later than November 7, 2022.
During
the year ended December 31, 2016, no options were granted under the 12 Plan. There were 35,000 shares of restricted common stock,
with a weighted average grant date fair value of $1.65, granted, no options had been exercised and 229,369 shares of common stock
remained available for issuance under the 12 Plan.
No
options previously issued under the 12 Plan were exercised during the year ended December 31, 2016.
Inactive
Plans
The
following table summarizes options outstanding as of December 31, 2016 and 2015 that were granted from stock based compensation
plans that are inactive. As of December 31, 2016 no options can be granted under these plans.
|
|
|
|
Options Outstanding
|
|
|
|
Year
|
|
Beginning
of
Year
|
|
|
Granted
|
|
|
Exercised
|
|
|
Cancelled
|
|
|
End of Year
|
|
2008 Stock Option Plan
|
|
|
2016
|
|
|
395,545
|
|
|
|
—
|
|
|
|
(1,800
|
)
|
|
|
(13,134
|
)
|
|
|
380,611
|
|
2005 Equity Incentive Plan
|
|
|
2016
|
|
|
14,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,334
|
)
|
|
|
7,666
|
|
Supplemental Stock Option Agreement
|
|
|
2016
|
|
|
333
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
333
|
|
|
|
|
|
|
|
409,878
|
|
|
|
—
|
|
|
|
(1,800
|
)
|
|
|
(19,468
|
)
|
|
|
388,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 Stock Option Plan
|
|
|
2015
|
|
|
430,000
|
|
|
|
—
|
|
|
|
(6,000
|
)
|
|
|
(28,455
|
)
|
|
|
395,545
|
|
2005 Equity Incentive Plan
|
|
|
2015
|
|
|
17,333
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,333
|
)
|
|
|
14,000
|
|
Supplemental Stock Option Agreement
|
|
|
2015
|
|
|
333
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
333
|
|
|
|
|
|
|
|
447,666
|
|
|
|
—
|
|
|
|
(6,000
|
)
|
|
|
(31,788
|
)
|
|
|
409,878
|
|
Summary
– All Plans
A
summary of the status of all of the options outstanding under all of the Company’s stock option plans, and non-plan grants
to consultants, as of December 31, 2016 and 2015, and changes during the years then ended, is presented in the following table:
|
|
2016
|
|
|
2015
|
|
|
|
Shares
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Shares
|
|
|
Weighted
Average
Exercise
Price
|
|
Beginning
|
|
|
705,990
|
|
|
$
|
2.63
|
|
|
|
685,867
|
|
|
$
|
2.70
|
|
Granted
|
|
|
—
|
|
|
$
|
—
|
|
|
|
57,911
|
|
|
$
|
1.80
|
|
Exercised
|
|
|
(1,800
|
)
|
|
$
|
0.81
|
|
|
|
(6,000
|
)
|
|
$
|
0.79
|
|
Forfeited
or expired
|
|
|
(19,468
|
)
|
|
$
|
2.74
|
|
|
|
(31,788
|
)
|
|
$
|
3.26
|
|
Ending
|
|
|
684,722
|
|
|
$
|
2.64
|
|
|
|
705,990
|
|
|
$
|
2.63
|
|
Exercisable
at year-end
|
|
|
684,722
|
|
|
|
2.64
|
|
|
|
705,990
|
|
|
$
|
2.63
|
|
Vested
or expected to vest at year-end
|
|
|
684,571
|
|
|
$
|
2.64
|
|
|
|
704,763
|
|
|
$
|
2.64
|
|
Weighted
average fair value of options granted during the period
|
|
|
|
|
|
$
|
2.64
|
|
|
|
|
|
|
$
|
2.63
|
|
As
of December 31, 2016 and 2015, of the options exercisable, 615,172 and 526,648 were vested, respectively.
The
following table summarizes information about stock options outstanding as of December 31, 2016:
|
|
Options
Outstanding
|
|
|
Options
Exercisable
|
|
Range
of Exercise
Price
|
|
Number
Outstanding
|
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Number
Exercisable
|
|
|
Weighted
Average
Exercise
Price
|
|
$0.75-$1.80
|
|
|
100,842
|
|
|
|
6.25
|
|
|
$
|
1.37
|
|
|
|
85,734
|
|
|
$
|
1.30
|
|
$1.82-$1.82
|
|
|
93,334
|
|
|
|
7.43
|
|
|
$
|
1.82
|
|
|
|
77,778
|
|
|
$
|
1.83
|
|
$2.06-$2.40
|
|
|
70,001
|
|
|
|
5.78
|
|
|
$
|
2.28
|
|
|
|
68,889
|
|
|
$
|
2.29
|
|
$2.48-$2.48
|
|
|
7,332
|
|
|
|
0.04
|
|
|
$
|
2.48
|
|
|
|
7,332
|
|
|
$
|
2.48
|
|
$2.54-$2.54
|
|
|
113,335
|
|
|
|
7.93
|
|
|
$
|
2.54
|
|
|
|
75,554
|
|
|
$
|
2.54
|
|
$2.55-$3.00
|
|
|
74,001
|
|
|
|
5.05
|
|
|
$
|
2.71
|
|
|
|
74,001
|
|
|
$
|
2.71
|
|
$3.03-$3.30
|
|
|
40,601
|
|
|
|
4.97
|
|
|
$
|
3.07
|
|
|
|
40,601
|
|
|
$
|
3.07
|
|
$3.45-$3.45
|
|
|
103,083
|
|
|
|
5.02
|
|
|
$
|
3.45
|
|
|
|
103,083
|
|
|
$
|
3.45
|
|
$4.20-44.20
|
|
|
80,000
|
|
|
|
4.69
|
|
|
$
|
4.20
|
|
|
|
80,000
|
|
|
$
|
4.20
|
|
$5.70-$6.88
|
|
|
2,193
|
|
|
|
4.97
|
|
|
$
|
6.38
|
|
|
|
2,200
|
|
|
$
|
6.38
|
|
$0.75-$6.68
|
|
|
684,722
|
|
|
|
6.0
|
|
|
$
|
2.64
|
|
|
|
615,172
|
|
|
$
|
2.68
|
|
As
of December 31, 2016, there were outstanding options to purchase 684,722 shares of common stock with a weighted average exercise
price of $2.64 per share, a weighted average remaining contractual term of 6 years and an aggregate intrinsic value of $0. Of
the options outstanding as of December 31, 2016, 615,172 were vested, 69,399 were estimated to vest in future periods and 151
were estimated to be forfeited or to expire in future periods.
As
of December 31, 2016, there was approximately $48,100 of total unrecognized compensation cost, net of estimated forfeitures, related
to unvested options. That cost is expected to be recognized over a weighted-average period of approximately twelve months.
During 2016, the Company awarded 35,000 shares
of restricted common stock, which vest ratably, over a 12-month period; however, these shares were canceled in the three-month
period ended September 30, 2016. The Company includes the common stock underlying the restricted stock award in shares
outstanding once the common stock underlying the restricted stock award has vested and the restriction has been removed (“releases”
or “released”).
A
summary of the status of all of the Company’s unreleased restricted stock awards as of December 31, 2016 and 2015 and changes
during the years then ended, is summarized in the following table.
|
|
2016
|
|
|
2015
|
|
|
|
Shares
|
|
|
Weighted
Average
Fair Value
|
|
|
Shares
|
|
|
Weighted
Average Fair
Value
|
|
Beginning
unreleased
|
|
|
106,586
|
|
|
$
|
2.31
|
|
|
|
287,666
|
|
|
$
|
2.66
|
|
Awarded
|
|
|
35,000
|
|
|
$
|
1.65
|
|
|
|
15,000
|
|
|
$
|
2.35
|
|
Released
|
|
|
(71,429
|
)
|
|
$
|
2.32
|
|
|
|
(116,500
|
)
|
|
$
|
3.09
|
|
Forfeited
|
|
|
(70,157
|
)
|
|
$
|
1.91
|
|
|
|
(79,580
|
)
|
|
$
|
2.42
|
|
Ending
unreleased
|
|
|
-
|
|
|
|
|
|
|
|
106,586
|
|
|
$
|
2.31
|
|
There
are no unreleased restricted stock awards at December 31,2016.
As
of December 31, 2016, there was approximately $0 of total unrecognized compensation cost, net of estimated forfeitures, related
to unreleased restricted stock awards. During the year, we accelerated and released all of the remaining of employees’ unvested
restricted award shares.
11.
Income Taxes
The
components of the provision (benefit) for income taxes for the years ended December 31, 2016 and 2015 consisted of the following:
|
|
2016
|
|
|
2015
|
|
Current
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
|
—
|
|
|
|
—
|
|
Foreign
|
|
|
2,800
|
|
|
|
3,700
|
|
|
|
$
|
2,800
|
|
|
$
|
3,700
|
|
Deferred
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
|
—
|
|
|
|
—
|
|
Foreign
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
2,800
|
|
|
$
|
3,700
|
|
The
following table summarizes the differences between income tax expense and the amount computed applying the federal income tax
rate of 34% for the years ended December 31, 2016 and 2015:
|
|
2016
|
|
|
2015
|
|
Federal income tax (benefit) at statutory rate
|
|
$
|
(629,000
|
)
|
|
$
|
(1,491,600
|
)
|
State income tax (benefit) at statutory rate
|
|
|
(3,700
|
)
|
|
|
(8,100
|
)
|
Foreign tax rate differential
|
|
|
(300
|
)
|
|
|
700
|
|
Compensation from exercise of non-qualified stock options and restricted stock awards
|
|
|
2,100
|
|
|
|
3,400
|
|
SBC – NQ cancellations
|
|
|
163,100
|
|
|
|
23,500
|
|
Change in valuation allowance
|
|
|
434,000
|
|
|
|
1,470,000
|
|
Warrant liability
|
|
|
(10,000
|
)
|
|
|
(65,100
|
)
|
Meals and entertainment (50%)
|
|
|
2,500
|
|
|
|
7,700
|
|
Tax rate changes
|
|
|
(800
|
)
|
|
|
(2,500
|
)
|
Other items
|
|
|
44,900
|
|
|
|
65,700
|
|
Provision (benefit) for income tax
|
|
$
|
2,800
|
|
|
$
|
3,700
|
|
Deferred
income taxes and benefits result from temporary timing differences in the recognition of certain expense and income items for
tax and financial reporting purposes. The following table sets forth those differences as of December 31, 2016 and 2015:
|
|
2016
|
|
|
2015
|
|
Net operating loss carryforwards
|
|
$
|
21,808,000
|
|
|
$
|
21,033,000
|
|
Tax credit carryforwards
|
|
|
1,047,000
|
|
|
|
1,047,000
|
|
Compensation expense – non-qualified stock options
|
|
|
620,000
|
|
|
|
730,000
|
|
Deferred revenue and maintenance service contracts
|
|
|
1,181,000
|
|
|
|
1,344,400
|
|
Warrant liability
|
|
|
-
|
|
|
|
1,000
|
|
Reserves and other
|
|
|
73,000
|
|
|
|
157,000
|
|
Total deferred tax assets
|
|
|
24,729,000
|
|
|
|
24,312,000
|
|
Deferred tax liability – depreciation, amortization and capitalized software
|
|
|
(7,000
|
)
|
|
|
(24,000
|
)
|
Net deferred tax asset
|
|
|
24,722,000
|
|
|
|
24,288,000
|
|
Valuation allowance
|
|
|
(24,722,000
|
)
|
|
|
(24,288,000
|
)
|
Net deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
For financial reporting purposes, with the
exception of the year ended December 31, 2007, the Company has incurred a loss in each year since inception. Based on the available
objective evidence, management believes it is more likely than not that the net deferred tax assets will not be fully realizable.
Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets at December 31, 2016 and
2015. The net change in the valuation allowance was $(434,000) and $(1,470,000) for the years ended December 31,
2016 and 2015, respectively.
At December 31, 2016, the Company had approximately
$63.3 million of federal net operating loss carryforwards and approximately $6.9 million of California state net operating
loss carryforwards available to reduce future taxable income. The federal loss carryforwards will begin to expire in 2018
and the California state loss carry forwards began to expire in 2015. During the years ended December 31, 2016 and 2015,
the Company did not utilize any of its federal or California net operating losses. Under the Tax Reform Act of 1986, the amounts
of benefits from net operating loss carryforwards may be impaired or limited if the Company incurs a cumulative ownership change
of more than 50%, as defined, over a three-year period.
At
December 31, 2016, the Company had approximately $1 million of federal research and development tax credits that will begin to
expire in 2018.
12.
Concentration of Credit Risk
Financial
instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and trade receivables.
The Company places cash and, when applicable, cash equivalents, with high quality financial institutions and, by policy, limits
the amount of credit exposure to any one financial institution. As of December 31, 2016, the Company had approximately $330,400
of cash with financial institutions in excess of FDIC insurance limits. As of December 31, 2015, the Company had approximately
$1,559,900 of cash with financial institutions in excess of FDIC insurance limits.
For
the years ended December 31, 2016 and December 31, 2015, the Company considered the following to be its most significant customers:
|
|
2016
|
|
|
2015
|
|
Customer
|
|
%
Sales
|
|
|
%
Accounts
Receivable
|
|
|
%
Sales
|
|
|
%
Accounts
Receivable
|
|
Alcatel
|
|
|
6.0
|
%
|
|
|
0.6
|
%
|
|
|
4.9
|
%
|
|
|
4.6
|
%
|
Broadridge
|
|
|
0.6
|
%
|
|
|
6.3
|
%
|
|
|
0.5
|
%
|
|
|
4.7
|
%
|
Centric
Systems
|
|
|
5.0
|
%
|
|
|
11.5
|
%
|
|
|
5.0
|
%
|
|
|
13.2
|
%
|
Elosoft
|
|
|
11.0
|
%
|
|
|
18.8
|
%
|
|
|
10.9
|
%
|
|
|
14.8
|
%
|
GE
|
|
|
4.4
|
%
|
|
|
13.8
|
%
|
|
|
2.0
|
%
|
|
|
4.4
|
%
|
KitASP
|
|
|
8.0
|
%
|
|
|
1.5
|
%
|
|
|
3.8
|
%
|
|
|
16.1
|
%
|
Raytheon
|
|
|
3.4
|
%
|
|
|
6.5
|
%
|
|
|
9.4
|
%
|
|
|
1.6
|
%
|
Uniface
|
|
|
6.1
|
%
|
|
|
10.9
|
%
|
|
|
5.3
|
%
|
|
|
1.9
|
%
|
Xerox
|
|
|
3.2
|
%
|
|
|
7.3
|
%
|
|
|
3.3
|
%
|
|
|
7.6
|
%
|
Total
|
|
|
47.7
|
%
|
|
|
77.2
|
%
|
|
|
45.1
|
%
|
|
|
68.9
|
%
|
The
Company performs credit evaluations of customers’ financial condition whenever necessary, and does not require cash collateral
or other security to support customer receivables.
13.
Commitments and Contingencies
Operating
Leases
.
On August 24, 2015, we entered into a new
office lease effective on October 1, 2015, for our corporate headquarters in Campbell, California which is better suited
to our California operations and results in significant monthly savings. The term of this lease is from October 1, 2015 through
September 30, 2018.
On August 11, 2015 we entered into a sublease
agreement to sublease the entirety of the South Bascom office space, our former corporate offices, to a third party. We
are currently leasing 10,659 square feet under a five-year lease that, unless renewed, will expire in October 2018. The term
of the sublease extends from November 1, 2015 through the end of our office lease term for that space in October, 2018. The monthly
rent payments due to hopTo under this sublease fully offset the monthly rent payments due to the landlord under hopTo’s
lease for that space.
The
following table sets forth the net minimum lease payments we will be required to make throughout the remainder of these leases:
Year
Ending December 31,
|
|
|
|
2017
|
|
$
|
114,300
|
|
2018
|
|
|
68,300
|
|
|
|
$
|
182,600
|
|
Rent
expense aggregated approximately $141,700 and $396,400 for the years ended December 31, 2016 and 2015, respectively.
Contingencies.
Under its Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws and certain agreements
with officers and directors, the Company has agreed to indemnify its officers and directors for certain events or occurrences
arising as a result of the officer’s or director’s serving in such capacity. Generally, the term of the indemnification
period is for the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could
be required to make under these indemnification agreements is limited as the Company currently has a directors and officers liability
insurance policy that limits its exposure and enables it to recover a portion of any future amounts paid. The Company believes
the estimated fair value of these indemnification agreements is minimal and has no liabilities recorded for these agreements as
of December 31, 2016.
The
Company enters into indemnification provisions under (i) its agreements with other companies in its ordinary course of business,
including contractors and customers and (ii) its agreements with investors. Under these provisions, the Company generally indemnifies
and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s
activities or, in some cases, as a result of the indemnified party’s activities under the agreement. These indemnification
provisions often include indemnifications relating to representations made by the Company with regard to intellectual property
rights, and often survive termination of the underlying agreement. The maximum potential amount of future payments the Company
could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to
defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated
fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of December
31, 2016.
The
Company’s software license agreements also generally include a performance guarantee that the Company’s software products
will operate substantially as described in the applicable program documentation for a period of 90 days after delivery. The Company
also generally warrants that services that the Company performs will be provided in a manner consistent with reasonably applicable
industry standards. To date, the Company has not incurred any material costs associated with these warranties and has no liabilities
recorded for these agreements as of December 31, 2016.
During the year ended December 31, 2016,
we reported non-cash expense of $571,100 related to potential liquidated damages resulting from delays in filing registration
statements for shares and shares underlying warrants for certain private placements that the Company closed in prior periods.
There were no such expenses recorded in the year ended December 31, 2015. While we believe that the applicable agreements,
in most cases, provide exceptions or defenses to liquidated damages that may result in the reduction or non-payment of such damages,
we have chosen to accrue to the full extent potentially required by the registration rights agreements that contained liquidated
damages provisions due to uncertainty of such matters. The potential liquidated damages is reported as other current liabilities
on the consolidated balance sheet and as a component of general and administrative expense on the consolidated statements of operations.
During the three-month period ended September 30, 2016, our CEO and CFO voluntarily agreed with our board
of directors to defer 50% of their salaries beginning September 1, 2016 until such time as the Company can reasonably pay such
compensation, upon approval by the board of directors. There is currently no definitive schedule for such payments. The deferred
salaries are recorded as a component of accounts payable and accrued expenses on the consolidated balance sheet.
Employment
Agreement – Eldad Eilam
On
August 21, 2013, our Board of Directors and Compensation Committee approved a new employment agreement for Eldad Eilam, our President
and Chief Executive Officer. Under the employment agreement, Mr. Eilam will receive an annual base salary of $275,000 and will
be eligible for a performance-based bonus in the discretion of our Compensation Committee. The employment agreement modified the
vesting provisions of restricted shares and stock options that had previously been awarded to Mr. Eilam. Under such modified vesting
provisions, which previously only accelerated in connection with a termination without cause and only in certain specified change
of control situations, if Mr. Eilam’s employment is terminated as a result of death or disability, by the Company without
cause, or by Mr. Eilam for good reason, or following a change in control, then all of Mr. Eilam’s unvested restricted shares
and stock options shall immediately vest.
Mr.
Eilam is an at-will employee, however, in the event that Mr. Eilam’s employment is terminated by the Company without cause,
or Mr. Eilam terminates his employment for good reason or following a change in control, then, in addition to the vesting of Mr.
Eilam’s unrestricted shares and stock options as noted above, Mr. Eilam shall receive his base salary for a period of 12
months and shall also receive payment or reimbursement for a period of 12 months of the full cost to Mr. Eilam of any Company
provided health insurance that Mr. Eilam elects to obtain for Mr. Eilam and any of his eligible dependents. As a condition to
Mr. Eilam receiving such payments, Mr. Eilam will have to execute and deliver to the Company a general release.
At
all times that Mr. Eilam is an employee of the Company, the Company, at its own expense, shall provide life insurance on Mr. Eilam’s
life with a death benefit in an amount not less than $1,000,000 and shall also maintain long-term disability insurance on Mr.
Eilam.
During
the three month period ended September 30, 2016, Mr. Eilam voluntarily agreed with our board of directors to defer 50% of his
salary beginning September 1, 2016 until such time as the Company can reasonably pay such compensation upon approval by the board
of directors.
14.
Employee 401(k) Plan
In
December 1998, the Company adopted a 401(k) Plan (the “Plan”), to provide retirement benefits for employees. As allowed
under Section 401(k) of the Internal Revenue Code, the Plan provides tax-deferred salary deductions for eligible employees. Employees
may contribute up to 15% of their annual compensation to the Plan, limited to a maximum annual amount as set periodically by the
Internal Revenue Service. In addition, the Company may make discretionary/matching contributions. During 2016 and 2015, the Company
contributed a total of approximately $39,100 and $44,000, to the Plan, respectively.
15.
Supplemental Disclosure of Cash Flow Information
The
following table presents supplemental disclosure information for the statements of cash flows for the years ended December 31,
2016 and 2015:
|
|
2016
|
|
|
2015
|
|
Cash
Paid:
|
|
|
|
|
|
|
Income
Taxes (1)
|
|
$
|
2,900
|
|
|
$
|
4,400
|
|
Interest
|
|
|
—
|
|
|
|
—
|
|
|
(1)
|
All
such disbursements were for the payment of foreign income taxes.
|
During
2016 and 2015, we incurred $15,500 and $182,400, respectively, of impairment loss from writing down certain capitalized software
development cost that were associated with our consumer products
During
2016, the Company reduced its warrants liability by $31,600 of which $31,600 was recorded in the Consolidated Statement of Operations.
During
2015, the Company reduced its warrants liability by $615,700, of which $208,400 was recorded in the Consolidated Statement of
Operations.
During
2015, we incurred $116,400 of issuance cost for our 2015 Transaction funding for which $30,000 of cash was not disbursed.
During
2015, we reclassified our short-term security deposit for our Campbell Avenue lease of $40,700 from non-current other assets to
prepaid.
16.
Related Party Transactions
ipCapital
Group, Inc.
On
October 11, 2011, we engaged ipCapital, an affiliate of John Cronin, who is one of our directors, to assist us in the execution
of our strategic decision to significantly strengthen, grow and commercially exploit our intellectual property assets. Our engagement
agreement with ipCapital, which has been amended three times, affords us the right to request ipCapital to perform a number of
diverse services, employing its proprietary processes and methodologies, to facilitate our ability to identify and extract from
our current intellectual property base new inventions, potential patent applications, and marketing and licensing opportunities.
For
the years ended December 31, 2016 and 2015, there were no services performed, additional charges incurred or payments made to
ipCapital under the agreement.
In
addition to the fees we agreed to pay ipCapital for its services, we issued ipCapital a five-year warrant to purchase up to 26,667
shares of our common stock at an initial price of $3.90 per share. Half of the warrant (13,333 shares) has a time-based vesting
condition, with such vesting to occur in three equal annual installments. The first, second, and third vesting installments occurred
on October 11, 2012, 2013, and 2014. The remaining 13,333 shares became fully vested upon the completion to our satisfaction of
all services that we requested from ipCapital under the engagement agreement, prior to the signing of the amendments. Such performance
was deemed satisfactory during 2012. We believe that these fees, together with the issuance of the warrant, constitute no greater
compensation than we would be required to pay an unaffiliated person for substantially similar services.
The
exercise price of the warrant issued to ipCapital could be reset to below-market value. Consequently, we have concluded that such
warrant is not indexed to our common stock; thus, we will accrete the fair value of the warrant as a liability over the anticipated
service period. Additionally, in accordance with the liability method of accounting, we will re-measure the fair value of the
then-outstanding warrant at each future balance sheet date and recognize the change in fair value as general and administrative
compensation expense. (See Note 9) We recognized $(2,300) and $(18,100) as a component of general and administrative expense during
the years ended December 31, 2016 and 2015, respectively, resulting from the change in fair value.
The
warrants expired on October 11, 2016.
ipCapital
Licensing Company I, LLC
In
February 2013, we entered into an IP Brokerage agreement with ipCapital Licensing Company I, LLC (“ipCLC”) (the “IP
Brokerage Agreement”). At the time that we entered into this agreement, John Cronin was a partner at ipCLC. He is no longer
affiliated with ipCLC. Pursuant to the IP Brokerage Agreement, we engaged ipCLC, on a no-retainer basis, to identify and present
us with candidates who may be seeking to acquire a certain limited group of our patents unrelated to our current business strategy.
In June 2016, we determined that the IP Brokerage Agreement is no longer in effect since ipCLC no longer exists as an entity.
17.
Segment Information
The
Company’s operations have historically been conducted and reported in two segments, GO-Global and hopTo, each representing
a specific product line and dedicated operating resources. During the fourth quarter of 2014, the Company developed its hopTo
Work product and go to market strategy, and beginning in January of 2015, it reorganized to a functional organization structure
with consolidated decision-making authority over engineering, product management, sales and marketing resources. Resources in
these functional departments are now shared for the development, sales and support of both the GO-Global and hopTo products. The
GO-Global and hopTo Work products also have similar target customers, distribution channels, and common reseller partners.
Beginning
with the three-month period ended March 31, 2015, the Company will no longer report financial results in two segments. Software
revenue and services revenue for the hopTo Work product will be included in the Windows software and Windows services revenue,
respectively.
Revenue
by country for the years ended December 31, 2016 and 2015 was as follows:
|
|
Years
Ended December 31,
|
|
Revenue
by Country
|
|
2016
|
|
|
2015
|
|
United
States
|
|
$
|
1,554,800
|
|
|
$
|
2,267,600
|
|
Brazil
|
|
|
606,600
|
|
|
|
666,400
|
|
Other
Countries
|
|
|
1,839,900
|
|
|
|
2,047,000
|
|
Total
|
|
$
|
4,001,300
|
|
|
$
|
4,981,000
|
|