ITEM
1. Financial Statements
hopTo
Inc.
Condensed
Consolidated Balance Sheets
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(Unaudited)
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|
|
|
|
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|
March
31, 2018
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|
|
December
31, 2017
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
1,159,000
|
|
|
$
|
1,015,400
|
|
|
Accounts
receivable, net
|
|
|
236,000
|
|
|
|
426,800
|
|
|
Prepaid
expenses
|
|
|
135,200
|
|
|
|
112,900
|
|
|
Total
Current Assets
|
|
|
1,530,200
|
|
|
|
1,555,100
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net
|
|
|
21,100
|
|
|
|
30,800
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|
|
Other
assets
|
|
|
17,800
|
|
|
|
17,800
|
|
|
Total
Assets
|
|
$
|
1,569,100
|
|
|
$
|
1,603,700
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders’ Equity (Deficit)
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Current
Liabilities:
|
|
|
|
|
|
|
|
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Accounts
payable and accrued expenses
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$
|
720,900
|
|
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$
|
635,100
|
|
|
Deferred
rent
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|
|
57,100
|
|
|
|
74,100
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|
|
Deposit
liability
|
|
|
93,500
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|
|
|
93,500
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|
|
Deferred
revenue
|
|
|
1,231,200
|
|
|
|
1,845,100
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|
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Other
current liabilities
|
|
|
855,100
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|
|
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855,100
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|
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Total
Current Liabilities
|
|
|
2,957,800
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|
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|
3,502,900
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|
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Deferred
revenue
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571,900
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|
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1,409,700
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Total
Liabilities
|
|
|
3,529,700
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|
|
|
4,912,600
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|
|
|
|
|
|
|
|
|
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Stockholders’
Equity (Deficit):
|
|
|
|
|
|
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|
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Preferred
stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding
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—
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—
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Common stock,
$0.0001 par value, 195,000,000 shares authorized, 9,804,400 shares issued and outstanding at March 31, 2018 and December 31,
2017
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14,700
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|
|
|
14,700
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|
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Additional
paid-in capital
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|
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78,525,600
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|
|
|
78,525,600
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Accumulated
deficit
|
|
|
(80,500,900
|
)
|
|
|
(81,849,200
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)
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|
Total
Stockholders’ Equity (Deficit)
|
|
|
(1,960,600
|
)
|
|
|
(3,308,900
|
)
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|
Total
Liabilities and Stockholders’ Equity (Deficit)
|
|
$
|
1,569,100
|
|
|
$
|
1,603,700
|
|
See
accompanying notes to unaudited condensed consolidated financial statements
hopTo
Inc.
Condensed
Consolidated Statements of Operations
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|
|
Three
Months Ended March 31,
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2018
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|
|
2017
|
|
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(Unaudited)
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|
|
(Unaudited)
|
|
|
Net
revenue
|
|
$
|
822,300
|
|
|
$
|
982,500
|
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|
Costs
of revenue
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28,800
|
|
|
|
18,800
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Gross
profit
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793,500
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963,700
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Operating
expenses:
|
|
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Selling
and marketing
|
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101,600
|
|
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89,900
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General
and administrative
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305,200
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641,100
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Research
and development
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428,500
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|
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385,000
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Total
operating expenses
|
|
|
835,300
|
|
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|
1,116,000
|
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|
|
|
|
|
|
|
|
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Loss
from operations
|
|
|
(41,800
|
)
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|
(152,300
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)
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|
|
|
|
|
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
|
|
|
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Other
income (expense), net
|
|
|
(800
|
)
|
|
|
(500
|
)
|
|
Loss
before provision for tax
|
|
|
(42,600
|
)
|
|
|
(1,52,800
|
)
|
|
Provision
for tax
|
|
|
1,000
|
|
|
|
900
|
|
|
Net
loss
|
|
$
|
(43,600
|
)
|
|
$
|
(153,700
|
)
|
|
|
|
|
|
|
|
|
|
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Net
loss per share – basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.02
|
)
|
|
Weighted
average common shares outstanding – basic and diluted
|
|
|
9,804,400
|
|
|
|
9,804,400
|
|
See
accompanying notes to unaudited condensed consolidated financial statements
hopTo
Inc.
Condensed
Consolidated Statements of Stockholders’ Equity (Deficit)
|
|
|
Three
Months Ended March 31,
|
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
(Unaudited)
|
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|
(Unaudited)
|
|
|
Preferred
stock – shares outstanding
|
|
|
|
|
|
|
|
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|
Beginning
balance
|
|
|
—
|
|
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|
—
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Ending
balance
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|
|
—
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|
|
|
—
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|
|
|
|
|
—
|
|
|
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—
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Common
stock – shares outstanding
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|
|
|
|
|
|
|
|
|
Beginning
balance
|
|
|
9,804,400
|
|
|
|
9,804,400
|
|
|
|
|
|
|
|
|
|
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Ending
balance
|
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|
9,804,400
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|
|
|
9,804,400
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|
|
|
|
|
|
|
|
|
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Common
stock – amount
|
|
|
|
|
|
|
|
|
|
Beginning
balance
|
|
$
|
14,700
|
|
|
$
|
14,700
|
|
|
Ending
balance
|
|
$
|
14,700
|
|
|
$
|
14,700
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
paid-in capital
|
|
|
|
|
|
|
|
|
|
Beginning
balance
|
|
$
|
78,525,600
|
|
|
$
|
78,512,200
|
|
|
Stock-based
compensation expense
|
|
|
—
|
|
|
|
15,300
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending
balance
|
|
$
|
78,525,600
|
|
|
$
|
78,527,500
|
|
|
|
|
|
|
|
|
|
|
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|
Accumulated
deficit
|
|
|
|
|
|
|
|
|
|
Beginning
balance
|
|
$
|
(81,849,200
|
)
|
|
$
|
(82,449,800
|
)
|
|
Cumulative
effect from change of accounting principal
|
|
|
1,391,900
|
|
|
|
—
|
|
|
Net
loss
|
|
|
(43,600
|
)
|
|
|
(153,700
|
)
|
|
Ending
balance
|
|
$
|
(80,500,900
|
)
|
|
$
|
(82,603,500
|
)
|
|
Total
Stockholders’ Deficit
|
|
$
|
(1,960,600
|
)
|
|
$
|
(4,061,300
|
)
|
See
accompanying notes to unaudited condensed consolidated financial statements
hopTo
Inc.
Condensed
Consolidated Statements of Cash Flows
|
|
|
Three
Months Ended March 31,
|
|
|
|
|
2018
|
|
|
2017
|
|
|
Cash
Flows Provided By and (Used In) Operating Activities:
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
Net
Loss
|
|
$
|
(43,600
|
)
|
|
$
|
(153,700
|
)
|
|
Adjustments
to reconcile net loss to net cash provided by and (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
9,000
|
|
|
|
18,100
|
|
|
Stock-based
compensation expense
|
|
|
—
|
|
|
|
15,300
|
|
|
Changes
to allowance for doubtful accounts
|
|
|
(4,400
|
)
|
|
|
(2,700
|
)
|
|
Changes
in deferred rent
|
|
|
(17,000
|
)
|
|
|
(5,800
|
)
|
|
Interest
accrued for capital lease
|
|
|
—
|
|
|
|
100
|
|
|
Loss
/(gain) on disposal of fixed assets
|
|
|
700
|
|
|
|
600
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
195,200
|
|
|
|
174,200
|
|
|
Prepaid
expenses
|
|
|
(22,300
|
)
|
|
|
3,300
|
|
|
Accounts
payable and accrued expenses
|
|
|
85,800
|
|
|
|
60,300
|
|
|
Revenue
deferred to future periods
|
|
|
535,300
|
|
|
|
558,000
|
|
|
Recognition
of deferred revenue
|
|
|
(595,000
|
)
|
|
|
(733,600
|
)
|
|
Other
current liabilities
|
|
|
—
|
|
|
|
195,100
|
|
|
Net
Cash Provided By Operating Activities
|
|
|
143,600
|
|
|
|
129,200
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows Provided By and (Used In ) Financing Activities:
|
|
|
|
|
|
|
|
|
|
Payment
of capital lease
|
|
|
—
|
|
|
|
(2,300
|
)
|
|
Net
Cash Used In Financing Activities
|
|
|
—
|
|
|
|
(2,300
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase in Cash
|
|
|
143,600
|
|
|
|
126,900
|
|
|
Cash
- Beginning of Period
|
|
|
1,015,400
|
|
|
|
546,200
|
|
|
Cash
- End of Period
|
|
$
|
1,159,000
|
|
|
$
|
673,100
|
|
See
accompanying notes to unaudited condensed consolidated financial statements
hopTo
Inc.
Notes
to Unaudited Condensed Consolidated Financial Statements
1.
Basis of Presentation
The
unaudited condensed consolidated financial statements include the accounts of hopTo Inc. and its subsidiaries (collectively, “we”,
“us,” “our” or the “Company”); significant intercompany accounts and transactions are
eliminated upon consolidation. The unaudited condensed consolidated financial statements included herein have been prepared in
accordance with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial
information and the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”). Accordingly,
such unaudited condensed consolidated financial statements do not include all information and footnote disclosures required in
annual financial statements.
The
unaudited condensed consolidated financial statements included herein reflect all adjustments, which include only normal, recurring
adjustments, that are, in our opinion, necessary to state fairly the results for the periods presented. This Quarterly Report
on Form 10-Q should be read in conjunction with our audited consolidated financial statements contained in our Annual Report on
Form 10-K for the year ended December 31, 2017 which was filed with the SEC on April 17, 2018 (“2017 10-K Report”).
The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the
full fiscal year ending December 31, 2018 or any future period.
Certain
prior year information has been reclassified to conform to current year presentation.
2.
Significant Accounting Policies
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires us 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 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. While we believe that such estimates are fair, actual results could differ materially from those estimates.
Revenue
Recognition
We
market and license our products indirectly through channel distributors, independent software vendors (“ISVs”), value-added
resellers (“VARs”) (collectively, “resellers”) and directly to hosting service providers, corporate enterprises,
governmental and educational institutions and others. Our product licenses are perpetual. We also separately sell intellectual
property licenses, maintenance contracts, which are comprised of license updates and customer service access, as well as other
products and services.
Effective
January 1, 2018, the Company adopted guidance ASC 606. For further details, see below “Recently Adopted Accounting Pronouncements”.
For
the year ended December 31, 2017 including interim periods therein, the Company recognized revenue under ASC 605. Under
ASC 605 software license revenues were recognized when persuasive evidence of an arrangement exists, delivery has occurred,
the price to the customer is fixed or determinable, as typically evidenced in a signed non-cancellable contract, or a customer’s
purchase order, and collectability is probable. For additional detail on the Company’s revenue recognition policies in prior
periods, please see Note 2 of Notes to Consolidated Financial Statements in the 2017 10-K Report.
The
impact of the adoption of ASC 606 is the effect on revenue treatment of certain resellers (“stocking resellers”)
who 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 us 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 a license(s) from a stocking reseller’s inventory (a “draw down order”), we will ship the license(s)
in accordance with the draw down order’s instructions.
Under
ASC 605, we would defer recognition of revenue from inventory stocking orders until the underlying licenses were 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. Under ASC 606, we recognize revenue at the time that the stocking reseller places
an inventory stocking order and their account is credited with available licenses because at that time control over the licenses
has been transferred to the reseller and there are no remaining performance obligations for the Company other than the administrative
task of electronic transfer of license keys.
There
are no rights of return granted to resellers or other purchasers of our software products.
Revenue
from maintenance contracts is recognized ratably over the related contract period, which generally ranges from one to five years.
All
of our software licenses are denominated in U.S. dollars.
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 we have 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 discounted future cash flows, among other variables,
as appropriate. Assets to be held and used (which assets are 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. No such impairment charge was recorded during either of the three-month periods ended March 31,
2018 or 2017.
Allowance
for Doubtful Accounts
We
maintain an allowance for doubtful accounts that reflects our best estimate of potentially uncollectible trade receivables. The
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. As of March 31, 2018 and December 31, 2017 the allowance for doubtful
accounts totaled $3,400 and $7,800, respectively.
Concentration
of Credit Risk
For
the three-month periods ended March 31, 2018 and 2017, respectively, we considered the customers listed in the following table
to be our most significant customers. The table sets forth the percentage of sales attributable to each customer during the periods
presented, and the respective customer’s ending accounts receivable balance as a percentage of reported accounts receivable,
net, as of March 31, 2018 and 2017.
|
|
|
Three
Months Ended
March 31, 2018
|
|
|
As
of
March 31, 2018
|
|
|
Three
Months Ended
March 31, 2017
|
|
|
As
of
March 31, 2017
|
|
|
Customer
|
|
Sales
|
|
|
Accounts
Receivable
|
|
|
Sales
|
|
|
Accounts
Receivable
|
|
|
Centric
|
|
|
14.2
|
%
|
|
|
21.8
|
%
|
|
|
7.2
|
%
|
|
|
26.2
|
%
|
|
Elosoft
|
|
|
4.2
|
%
|
|
|
11.1
|
%
|
|
|
9.4
|
%
|
|
|
7.0
|
%
|
|
IDS
|
|
|
14.8
|
%
|
|
|
0.0
|
%
|
|
|
9.8
|
%
|
|
|
0.0
|
%
|
|
Uniface
|
|
|
1.8
|
%
|
|
|
1.0
|
%
|
|
|
4.6
|
%
|
|
|
14.5
|
%
|
|
Raytheon
|
|
|
3.3
|
%
|
|
|
10.6
|
%
|
|
|
10.0
|
%
|
|
|
0.0
|
%
|
|
Thermo
Lab Systems
|
|
|
6.8
|
%
|
|
|
22.4
|
%
|
|
|
6.3
|
%
|
|
|
19.2
|
%
|
|
Total
|
|
|
45.1
|
%
|
|
|
66.9
|
%
|
|
|
47.3
|
%
|
|
|
66.9
|
%
|
Recently
Adopted Accounting Pronouncements
Revenue
In
May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2014-09, Revenue from Contracts with Customers (ASC 606). This ASU is a comprehensive new revenue recognition model that
requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the
consideration it expects to receive in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14, Revenue
from Contracts with Customers (ASC 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09
to reporting periods beginning after December 15, 2017, with early adoption permitted for reporting periods beginning after December
15, 2016. Subsequently, FASB issued ASUs in 2016 containing implementation guidance related to ASU 2014-09, including: ASU 2016-08,
Revenue from Contracts with Customers (ASC 606): Principal versus Agent Considerations (Reporting Revenue Gross versus
Net), which is intended to improve the operability and understandability of the implementation guidance on principal versus agent
considerations; ASU 2016-10, Revenue from Contracts with Customers (ASC 606): Identifying Performance Obligations and Licensing,
which is intended to clarify two aspects of ASC 606: identifying performance obligations and the licensing implementation guidance;
and ASU 2016-12, Revenue from Contracts with Customers (ASC 606): Narrow-Scope Improvements and Practical Expedients, which
contains certain practical expedients in response to identified implementation issues. The Company elected to adopt ASC 606 under
Modified Retrospective approach. Under the Modified Retrospective approach, only contracts with customers for which there were
remaining unsatisfied performance obligations (open contracts) at the beginning of initial year of adoption must be restated to
apply retrospectively the guidance under ASC 606. Any resulting impact for such contracts prior to the beginning of the initial
year of adoption are made as an adjustment to opening accumulated deficit for such year.
On
January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. This method required retrospective application
of the new accounting standard to those contracts which were not completed as of January 1, 2018. Results for the reporting periods
beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to
be reported in accordance with our historic accounting under ASC 605.
The
change to the current revenue policy is the timing of revenue recognition for software licenses purchased by stocking resellers.
Under the guidance ASC 605, the Company recognized revenue upon the delivery of licenses to end users when they were purchased
from the stocking reseller. Under the guidance ASC 606, license revenue is recognized upon placement of the stocking order by
the stocking reseller. During the three-month period ended March 31, 2018, this change in revenue policy resulted in lower license
revenue of $96,400. This lower license revenue had the same impact on gross profit, loss from operations and net loss.
The
Company recorded $1,391,900 to opening accumulated deficit as of January 1, 2018 due to the cumulative impact of adopting
ASC 606, with the impact primarily related to reversal of deferred license revenue associated with stocking orders placed
in prior periods which had not been sold through to end users as of December 31, 2017.
The
cumulative effect of the changes made to our condensed consolidated balance sheet as of January 1, 2018 under current assets,
deferred revenue and accumulated deficit for the adoption ASU 2014-09, Revenue - Revenue from Contracts with Customers
were as follows:
|
Balance
Sheet
|
|
Balance
at December 31, 2017
|
|
|
Adjustments
due to ASC 606
|
|
|
Balance
at
January 1, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
COGS
|
|
$
|
—
|
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
Deficit
|
|
$
|
(
81,849,200
|
)
|
|
$
|
1,391,900
|
|
|
$
|
(80,457,300
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
Revenue
|
|
$
|
1,845,100
|
|
|
$
|
(
609,700
|
)
|
|
$
|
1,235,400
|
|
|
Long
Term Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
Revenue
|
|
$
|
1,409,700
|
|
|
$
|
(
802,200
|
)
|
|
$
|
607,500
|
|
Income
Taxes
The
Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income
tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that
were previously tax deferred and creates new taxes on certain foreign sourced earnings. Among these new taxes on certain foreign
sourced earnings, the Act created a new category of income inclusion: the global intangible low-taxed income (“GILTI”).
The objective of GILTI is to deter U.S. corporations from transferring intangible property to non-U.S. low-tax jurisdictions by
subjecting the non-U.S. income to current U.S. taxation. The Act also adds a provision for a deduction to offset the GILTI inclusion
for C corporations only, which is 50 percent (37.5 percent after 2025) of the GILTI inclusion. The GILTI deduction is subject
to limitation based mainly on the taxpayer’s taxable income.
In
addition to GILTI, the Act also introduced the foreign-derived intangible income (“FDII”) category. FDII is eligible
income derived in connection with property sold or services provided by the U.S. taxpayer to a non-U.S. person. The taxpayer must
establish that the property is foreign use property, and, in the case of services, the taxpayer must provide that the services
are rendered to a non-U.S. person who is located outside of the United States. C corporations receive a deduction equal to 37.5
percent (21.875 percent after 2025) of foreign-derived intangible income (FDII). Similar to the GILTI deduction, the FDII deduction
is subject to limitation.
The
Act significantly changes how the U.S. taxes corporations. The Act requires complex computations to be performed that were not
previously required in U.S. tax law, significant judgments to be made in interpretation of the provisions of the Act, estimates
in calculations, and preparation and analysis of information not previously relevant or regularly produced. As of March 31, 2018,
the Company has not completed the accounting for all of the tax effects of the Act; however, preliminary calculations for the
two new aforementioned provisions of the Act, GILTI and FDII, provide that the impact of the provisions are immaterial to the
provision for income taxes.
As
the Company completes its analysis of the Act, collects and prepares necessary data, and interprets any additional guidance set
forth by the U.S. Treasury Department, the IRS, and other standard-setting bodies, the Company may alter its assessment if it
determines that the Act has a material impact on the provision for income taxes.
3.
Property and Equipment
Property
and equipment was:
|
|
|
March
31, 2018
|
|
|
December
31, 2017
|
|
|
Equipment
|
|
$
|
179,900
|
|
|
$
|
184,600
|
|
|
Furniture
|
|
|
1,600
|
|
|
|
3,600
|
|
|
Leasehold
improvements
|
|
|
167,600
|
|
|
|
167,600
|
|
|
|
|
|
349,100
|
|
|
|
355,800
|
|
|
Less:
accumulated depreciation and amortization
|
|
|
328,000
|
|
|
|
325,000
|
|
|
|
|
$
|
21,100
|
|
|
$
|
30,800
|
|
Aggregate
property and equipment depreciation and amortization expense was $9,000 and $18,100 during the three-month periods ended March
31, 2018 and 2017, respectively.
4.
Stock-Based Compensation
The
following table summarizes the stock-based compensation expense, net of amounts capitalized, we recorded in our Unaudited Condensed
Consolidated Statements of Operations for the three-month periods ended March 31, 2018 and 2017, respectively, by classification:
|
|
|
Three
Months Ended March 31,
|
|
|
Statement
of Operations Classification
|
|
2018
|
|
|
2017
|
|
|
Costs
of revenue
|
|
$
|
—
|
|
|
$
|
100
|
|
|
Selling
and marketing expense
|
|
|
—
|
|
|
|
100
|
|
|
General
and administrative expense
|
|
|
—
|
|
|
|
15,100
|
|
|
Research
and development expense
|
|
|
—
|
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
15,300
|
|
5.
Supplemental Disclosure of Cash Flow Information
We
disbursed $0 and $100 for the payment of interest expense during the three-month periods ended March 31, 2018 and 2017, respectively.
Such disbursement was for capital lease payments. We disbursed $800 and $700 for the payment of income taxes during the three-month
period ended March 31, 2018 and 2017, respectively. Such disbursements were made for the payment of foreign income taxes related
to the operation of our Israeli subsidiary, GraphOn Research Labs, Ltd.
6.
Earnings (Loss) Per Share
Earnings
or loss per share is calculated by dividing the net income or loss for the period by the weighted average number of shares of
common stock outstanding during the period. Diluted earnings or loss per share (“Diluted EPS”) is calculated by dividing
the net income or loss for the period by the total of the weighted average number of shares of common stock outstanding during
the period plus the effects of any dilutive securities. Diluted EPS considers the impact of potentially dilutive securities except
in periods in which there is a loss because the inclusion of such potential shares of common stock would have an anti-dilutive
effect. During all periods presented in our Condensed Consolidated Statements of Operations, potentially dilutive securities included
shares of common stock potentially issuable upon exercise of stock options, release of unvested restricted stock awards and exercise
of warrants. Diluted EPS excludes the impact of potential issuance of shares of common stock related to our stock options in periods
in which the exercise price of the stock option is greater than the average market price of our common stock during such periods.
For
the three-month periods ended March 31, 2018 and 2017, 1,012,619 and 1,375,509 common stock equivalents, respectively, were excluded
from the computation of dilutive loss per share since their effect would be anti-dilutive.
7.
Segment Information
Revenue
by country for the three-month periods ended March 31, 2018 and 2017 was as follows:
|
|
|
Three
Months Ended March 31,
|
|
|
Revenue
by Country
|
|
2018
|
|
|
2017
|
|
|
United
States
|
|
$
|
309,200
|
|
|
$
|
358,600
|
|
|
Japan
|
|
|
42,700
|
|
|
|
110,600
|
|
|
Brazil
|
|
|
171,800
|
|
|
|
128,400
|
|
|
Other
Countries
|
|
|
298,600
|
|
|
|
384,900
|
|
|
Total
|
|
$
|
822,300
|
|
|
$
|
982,500
|
|
8.
Subsequent Events
During
the three month period ended September 30, 2016, the Company’s former CEO and CFO voluntarily agreed with the board of directors
to defer 50% of their salary beginning September 1, 2016 until such time as the Company could reasonably pay such compensation
upon approval by the board of directors. On April 23, 2018, the board of directors of the Company determined that the financial
status of the Company had improved. Accordingly, the board of directors determined that it was reasonable for the Company to pay
the remaining 50% of this deferred salary (the initial 50% of the deferred salary having been paid on October 30, 2017)
and such payments were made to the CFO and former CEO on April 25, 2018.
On
May 21, 2018 the Company completed a definitive agreement (the “Settlement”) to settle potential liquidated
damages resulting from delays in filing registration statements for shares of our common stock and shares of our common stock
underlying warrants for certain private placements that the Company closed in 2013 and 2015. The Settlement was completed on terms
substantially similar to the "Proposed Settlement” which we disclosed as a recent development in our Form 10-K
for the year ended December 31, 2017 which we filed with the SEC on April 17, 2018. Consistent with our previous disclosure,
the Settlement involves no cash payments or cash commitments by the Company and includes the issuance of new common stock warrants
with an exercise price of $0.01 per share and exercisable within five years, in exchange for existing warrants currently held
by the affected shareholders. The Settlement does not result in an increase in the total number of warrants held by these shareholders
or the total number of warrants outstanding.
ITEM
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking
Information
This
report includes, in addition to historical information, “forward-looking statements”. All statements other than statements
of historical fact we make in this report are forward-looking statements. In particular, the statements regarding industry prospects
and our expectations regarding future results of operations or financial position (including those described in this Management’s
Discussion and Analysis of Financial Condition and Results of Operations) are forward-looking statements. Such statements are
based on management’s current expectations and are subject to a number of uncertainties and risks that could cause actual
results to differ significantly from those described in the forward-looking statements. Factors that may cause such a difference
include the following:
|
|
●
|
the
success of products depends on a number of factors including market acceptance and our ability to manage the risks associated
with product introduction;
|
|
|
●
|
local,
regional, national and international economic conditions and events, and the impact they may have on us and our customers;
|
|
|
●
|
our
revenue could be adversely impacted if any of our significant customers reduces its order levels or fails to order during
a reporting period; customer demand is based on many factors out of our control;
|
|
|
●
|
as
a result of the new revenue recognition standards, if any significant end user customer or reseller substantially changes
its order level, or fails to order during the reporting period, whether the order is placed directly with us or through one
of our non-stocking resellers, our software licenses revenue could be materially impacted; and
|
|
|
●
|
other
factors, including, but not limited to, those set forth under Item 1A, “Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2017 which was filed with the Securities and Exchange Commission (the “SEC”)
on April 17, 2018, and in other documents we have filed with the SEC.
|
Statements
included in this report are based upon information known to us as of the date that this report is filed with the SEC, and we assume
no obligation to update or alter our forward-looking statements made in this report, whether as a result of new information, future
events or otherwise, except as otherwise required by applicable federal securities laws.
Update
on hopTo Plans
During
Q4 2016, we ceased all of our sales, marketing and development efforts for the hopTo products, and we currently do not expect
any meaningful revenues from these products in the foreseeable future. Our sole revenues are from our GO-Global business.
Except
for the sale of 7 patents sold to Salesforce.com during the fourth quarter of 2017, we own all hopTo-related intellectual property
including source-code, related patents, and the relevant trademarks. We believe these assets have value and are continuously evaluating
opportunities to maximize such potential benefits from these assets. For detailed information on the hopTo products and technologies,
please refer to our previously filed Annual Reports on Form 10-K and other SEC filings which are available at www.sec.gov.
Such filings are being noted for historical information only; unless expressly noted, they are not incorporated herein by reference.
There
is no certainty as to timing or success of our efforts to extract value from our hopTo assets, and stockholders should not place
any reliance on the outcome of such efforts unless and until definitive agreements are reached, which may include the sale of
certain of our hopTo software products or additional sales of patents.
Introduction
We
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. Our application publishing software
solutions are sold under the brand name GO-Global, which is our sole revenue source. 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 developed and marketed several products in the field of software productivity for mobile devices such as tablets
and smartphones under the hopTo brand.
Over
the years, we have also made significant investments in intellectual property (“IP”). We have filed many patents designed
to protect the new technologies embedded in hopTo.
Corporate
Background
We
are a Delaware corporation, founded in May 1996. Our headquarters is located at 6 Loudon Road, Suite 200, Concord, NH 03301, our
toll-free phone number is 1-800-472-7466, and our phone number for local and international calls is 1-408-688-2674. We also have
remote employees located in various states, as well as internationally in the United Kingdom. Our corporate Internet Website is
http://www.hopto.com. The information on our website is not part of this quarterly report.
Our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to such reports filed
with or furnished to the SEC under sections 13(a) or 15(d) of the Securities Exchange Act of 1934 are made available free of charge
on our corporate Internet Website www.hopto.com (click “Financial Reporting”) as soon as reasonably practicable after
such reports are electronically filed with or furnished to the SEC.
Our
Intellectual Property
We
believe that IP is a business tool that potentially maximizes our competitive advantages and product differentiation, grows revenue
opportunities, encourages collaboration with key business partners, and protects our long-term growth opportunities. Strategic
IP development is therefore a critical component of our overall business strategy. It is a business function that consistently
interacts with our research and development, product development, and marketing initiatives to generate further value.
We
rely primarily on trade secret protection, copyright law, confidentiality, and proprietary information agreements to protect our
proprietary technology and registered trademarks. Despite our precautions, it may be possible for unauthorized third parties to
copy portions of our products, or to obtain information we regard as proprietary. The loss of any material trade secret, trademark,
trade name or copyright could have a material adverse effect on our results of operations and financial condition. We intend to
defend our proprietary technology rights; however, we cannot give any assurance that our efforts to protect our proprietary technology
rights will be successful.
We
also currently hold rights to patents but are not currently pursuing additional patent applications.
We
do not believe our products infringe on the rights of any third parties, but we can give no assurance that third parties will
not assert infringement claims against us in the future, or that any such assertion will not result in costly litigation or require
us to obtain a license to proprietary technology rights of such parties.
ipCapital
Group, Inc.
On
October 11, 2011, we engaged ipCapital Group, Inc. (“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.
As
a result of ipCapital’s work under the engagement agreement, as amended, as of May 15, 2018, 173 new patent applications
have been filed. Of these 173 applications, 53 patents have been granted by the United States Patent and Trademark Office (“USPTO”).
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. We do not expect to file more applications in 2018.
The
GO-Global Software Products
Our
GO-Global product offerings, which currently are the only source of our revenue, can be categorized into product families as follows:
|
|
●
|
GO-Global
for Windows:
Allows access to Windows-based applications from remote locations and a variety of connections, including
Internet connections. The Windows applications run on a central computer server along with GO-Global Windows Host software.
This allows the applications to be accessed remotely via GO-Global Client software, or a Web browser, over many types of data
connections, regardless of the bandwidth or operating system. Web-enabling is achieved without modifying the underlying application’s
code or requiring costly add-ons.
|
|
|
|
|
|
|
●
|
GO-Global
for UNIX:
Allows access to UNIX and Linux-based applications from remote locations and a variety of connections, including
Internet connections. The UNIX/Linux applications run on a central computer server along with the GO-Global for UNIX Host
software. This allows the applications to be accessed and run remotely via GO-Global Client software or a Web browser without
having to modify the application’s code or requiring costly add-ons.
|
|
|
|
|
|
|
●
|
GO-Global
Client:
We offer a range of GO-Global Client software that allows remote application access from a wide variety of
local, remote and mobile platforms, including Windows, Linux, UNIX, Apple OS X and iOS, and Google Android. We plan to continue
to develop GO-Global Client software for new portable and mobile devices.
|
Critical
Accounting Policies
We
believe that several accounting policies are important to understanding our historical and future performance. We refer to these
policies as “critical” because these specific areas require us to make judgments and estimates about matters that
are uncertain at the time we make the estimates. Actual results may differ from these estimates. For a summary of our critical
accounting policies, please refer to our 2017 10-K Report and Note 2 to our Unaudited Condensed Consolidated Financial Statements.
Results
of Operations for the Three-Month Periods Ended March 31, 2018 and 2017
The
following operating results should be read in conjunction with our critical accounting policies.
Revenue
Revenue
for the three-month periods ended March 31, 2018 and 2017 was:
|
|
|
|
|
|
|
|
|
2018
Over (Under) 2017
|
|
|
Revenue
|
|
2018
|
|
|
2017
|
|
|
Dollars
|
|
|
Percent
|
|
|
Software
Licenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Windows
|
|
$
|
205,100
|
|
|
$
|
283,000
|
|
|
$
|
(77,900
|
)
|
|
|
-27.5
|
%
|
|
UNIX/Linux
|
|
|
18,300
|
|
|
|
108,000
|
|
|
|
(89,700
|
)
|
|
|
-83.1
|
%
|
|
|
|
|
223,400
|
|
|
|
391,000
|
|
|
|
(
167,600
|
)
|
|
|
-42.9
|
%
|
|
Software
Service Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Windows
|
|
|
465,600
|
|
|
|
444,200
|
|
|
|
21,400
|
|
|
|
4.8
|
%
|
|
UNIX/Linux
|
|
|
109,700
|
|
|
|
136,800
|
|
|
|
(27,100
|
)
|
|
|
-19.8
|
%
|
|
|
|
|
575,300
|
|
|
|
581,000
|
|
|
|
(5,700
|
)
|
|
|
-1.0
|
%
|
|
Other
|
|
|
23,600
|
|
|
|
10,500
|
|
|
|
13,100
|
|
|
|
124.8
|
%
|
|
Total
Revenue
|
|
$
|
822,300
|
|
|
$
|
982,500
|
|
|
$
|
(160,200
|
)
|
|
|
-16.3
|
%
|
Our
software revenue is entirely related to our GO-Global product line, and historically has been primarily derived from product licensing
fees and service fees from maintenance contracts. The majority of this revenue has been earned, and continues to be earned, from
a limited number of significant customers, most of whom are resellers. Many of our resellers (a “stocking reseller”)
purchase software licenses that they hold in inventory until they are resold to the ultimate end user. During the three month
period ended March 31, 2017, we deferred recognition of revenue from these sales (on our Condensed Consolidated Balance Sheet
under the caption “Deferred Revenue”) until the stocking reseller sells the underlying software licenses to the ultimate
end user. As of January 1, 2018, we have adopted the new revenue recognition policies and guidance ASC 606 and as a result, during
the three month period ended March 31, 2018, all software licenses either sold directly by us to an end user, to a stocking reseller,
or to a reseller who does not stock licenses is immediately recognized upon shipment (see Note 2 to the Financial Statements).
Consequently,
if any significant end user customer or reseller substantially changes its order level, or fails to order during the reporting
period, whether the order is placed directly with us or through one of our non-stocking resellers, our software licenses revenue
could be materially impacted.
Software
Licenses
The
decrease in Windows software licenses revenue was primarily due to our adoption of ASC 606 effective January 1, 2018. Under the
old standard, Windows software license revenue for the three-month period ended March 31, 2018 would have been $303,300 which
is $20,300 or 7.1% higher than the prior year period.
Software
licenses revenue from our UNIX/Linux products decreased primarily due to the fact that during the prior year period we received
a larger than typical order from one of our U.S. government customers and to a lesser extent due to our adoption of the new revenue
recognition standard.
Although
we expect aggregate orders for software licenses during 2018 to approximate the levels of 2017, we expect that GO-Global software
license revenue in 2018 will be slightly lower than 2017 levels due to the impact of adoption of ASC 606.
Software
Service Fees
The
increase in software service fees revenue attributable to our Windows products during the three-month period ended March 31, 2018,
as compared to the same period of the prior year, was primarily due to the increased license sales that we reported during fiscal
year 2017.
The
decrease in service fees revenue attributable to our UNIX products for the three-month period ended March 31, 2018, as
compared with the same period of the prior year was primarily the result of the lower level of our UNIX product sales during prior
years and a resultant decrease in maintenance contract renewals. The majority of this decrease was attributable to our European
telecommunications customers.
We
expect that software service fees for 2018 for our Windows products will be slightly higher than for 2017 and that software service
fees for our Unix products will be slightly lower than for 2017.
Other
The
increase in other revenue was primarily due to an increase in private labeling fees resulting from changes to our OEM partner
programs that were implemented during 2017. Private labeling fees do not comprise a material portion of our revenue streams, but
as a result of the new program we expect these fees to be slightly higher in 2018 than 2017.
Costs
of Revenue
Costs
of revenue are comprised primarily of software service costs, which represent the costs of customer service, and software product
costs, which are primarily costs associated with licenses for third party software included in our product offerings and certain
taxes that our Brazilian resellers are required to pay for importation of our software. We incur no shipping or packaging costs
as all of our deliveries are made via electronic means over the Internet.
Cost
of revenue was 3.5% and 1.9% of total revenue for the three-month periods ended March 31, 2018 and 2017, respectively.
Cost
of revenue for the three-month periods ended March 31, 2018 and 2017 was:
|
|
|
|
|
|
|
|
|
2018
Over (Under) 2017
|
|
|
|
|
2018
|
|
|
2017
|
|
|
Dollars
|
|
|
Percent
|
|
|
Software
service costs
|
|
$
|
13,000
|
|
|
$
|
15,500
|
|
|
$
|
(2,500
|
)
|
|
|
-16.1
|
%
|
|
Software
product costs
|
|
|
15,800
|
|
|
|
3,300
|
|
|
|
12,500
|
|
|
|
378.8
|
%
|
|
|
|
$
|
28,800
|
|
|
$
|
18,800
|
|
|
$
|
10,000
|
|
|
|
53.2
|
%
|
Software
service costs decreased for the three-month period ending March 31, 2018, as compared with 2017 for the same period, as less time
was required for customer service issues, primarily due to the mature state of our GO-Global products. We anticipate that customer
service costs will decrease in 2018, as compared with 2017.
The
increase in software product costs was almost entirely due to the software import tax payable to the Brazilian government. This
tax was not in place during the three month period ended March 31, 2017. We expect 2018 costs of revenue to be slightly higher
than 2017 levels due to this tax.
Selling
and Marketing Expenses
Selling
and marketing expenses primarily consist of employee costs, outside services, advertising, public relations and travel and entertainment
expense.
Selling
and marketing expenses for the three-month period ended March 31, 2018 increased by $11,700 or 13.0%, to $101,600, from $89,900
for the same period of 2017, and represented approximately 12.4% and 9.2% of revenue during these periods, respectively.
The
increase in selling and marketing expenses was due to a combination of investment in an updated website for the GO-Global products
and higher wages for our sales and marketing employees.
We
expect to maintain our sales and marketing efforts in 2018 for anticipated GO-Global releases with select targeted investments
in promotional activity; accordingly, we expect 2018 sales and marketing expenses to be slightly higher than 2017 levels.
General
and Administrative Expenses
General
and administrative expenses primarily consist of employee costs, depreciation and amortization, legal, accounting, other professional
services (including those related to our patents), rent, travel and entertainment and insurance. Certain costs associated with
being a publicly held corporation are also included in general and administrative expenses, as well as bad debts expense.
General
and administrative expenses decreased by $335,900, or 52.4 %, to $305,200, for the three-month period ended March 31, 2018,
from $641,100 for the same period of 2017, and represented approximately 37.1% and 65.3% of revenue during these periods,
respectively.
The
decrease in general and administrative expense was primarily due to a combination of decreased executive compensation associated
with the part-time arrangement for our CEO and CFO positions, decreased rent expense associated with lower net operating
leases for the sublease of our Campbell office, and the elimination of accruals for potential liquidated damages resulting from
delays in filing registration statements for shares of common stock and shares of common stock underlying warrants for certain
of the private placements that the Company closed in prior periods.
In
2018, we intend to continue to continue to control these costs. We therefore expect that our 2018 general and administrative costs
will be lower than those for 2017.
Research
and Development Expenses
Research
and development expenses consist primarily of employee costs, payments to contract programmers, travel and entertainment for all
our engineers, and all rent for our leased engineering facilities.
Research
and development expenses increased by $43,500, or 11.3%, to $428,500 for the three-month period ended March 31, 2018, from $385,000
for the same period of 2017, and represented approximately 52.1% and 39.2% of revenue for these periods, respectively.
The
increase in research and development expense is primarily due to higher employee costs associated with increased wages for our
research and development employees and certain contract labor associated with the GO-Global products.
In
2018, we expect to maintain a level of research and development resource consistent with the levels of 2017 with targeted investments
in the GO-Global products. We therefore expect 2018 research and development expenses to be slightly higher than 2017 levels.
Net
Loss
Based
on the foregoing, we reported net losses of $43,600 and $153,700 for the three-month periods ended March 31, 2018 and 2017, respectively.
Liquidity
and Capital Resources
Our
reported net loss for the three-month period ended March 31, 2018 of $43,600 included non-cash item of depreciation and amortization
of $9,000, which was primarily comprised of depreciation of fixed assets.
Except
for the year ended December 31, 2017, we have incurred significant net losses since our inception. At March 31, 2018, the Company
had an accumulated deficit of $80,500,900 and a working capital deficit of $1,427,600.
During
fiscal 2017: (1) we reduced our operating expense from approximately $1.3 million per quarter to an average of $0.8 million per
quarter; (2) we have improved the operating results from our GO-Global business and have reasonable confidence in its ability
to generate cash for at least the next 12 months; (3) sold several patents for cash; and (4) we increased our cash position from
a low of $300 thousand in August of 2016 to $1.0 million at December 31, 2017.
In
addition, for the reasons described above, we expect our results from operations and capital resources will be sufficient to fund
our operations for at least the next 12 months from the date of the filing of this quarterly report on Form 10-Q however, we do
not expect these funds and resources to be sufficient for material new investments in our GO-Global business.
In
order to achieve the expense controls in the past fiscal year, we implemented significant expense reductions, including (1) a
limited number of employee layoffs primarily related to the hopTo product; (2) during the three month period ended September 30,
2016, our former 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 (such amounts
have been paid as of April 25,2018; see Note 8, Subsequent Events, in the Notes to Financial Statements in this Quarterly
Report) and (3) undertook other expense reduction initiatives related to related to patent maintenance, real estate and use of
professionals.
We
no longer are considering potentially suspending or terminating our SEC filing status, although we reserve the right to do so
subject to applicable law.
We
have had, and as a regular part of our business from time to time continue to have, discussions with various parties about the
possibility of strategic transactions.
Cash
As
of March 31, 2018, our cash balance was $1,159,000, as compared with $1,015,400 as of December 31, 2017, an increase of $143,600,
or 14.1%. The increase primarily resulted from collections from orders placed in December of 2017.
Accounts
Receivable, net
At
March 31, 2018 and December 31, 2017, we reported accounts receivable, net, of $236,000 and $426,800, respectively. Such amounts
were reported net of the allowance for doubtful accounts, which allowances totaled $3,400 and $7,800 at March 31, 2018 and December
31, 2017, respectively. We collect the significant majority of our quarter-end accounts receivable during the subsequent quarter;
accordingly, increases or decreases in accounts receivable from one period to the next tends to be indicative of the trend in
our sales from one period to the next. During the three-month period ended March 31, 2018, we received a significant amount of
orders during January, resulting in more cash collected during the three-month period and a lower accounts receivable balance
at the end of the period. From time to time, we could have individually significant accounts receivable balances due us from one
or more of our significant customers. If the financial condition of any of these significant customers should deteriorate, our
operating results could be materially affected.
Working
Capital
As
of March 31, 2018, we had current assets of $1,530,200 and current liabilities of $2,957,800, which netted to a working capital
deficit of $1,427,600. Included in current liabilities was the current portion of deferred revenue of $1,231,200 and an accrual
for liquidated damages of $855,100.