UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended September 30, 2020

 

Commission File Number: 0-21683

 

 

hopTo Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		13-3899021
(State of incorporation)		(IRS Employer Identification No.)

 

6 Loudon Road, Suite 200

Concord, NH 03301
(Address of principal executive offices)

 

Registrant’s telephone number:

(800) 472-7466

(408) 688-2674

 

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

 

Title of Each Class		Trading Symbol (s)		Name of Each Exchange on Which Registered
Common Stock		HPTO		OTC Markets

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

	Large accelerated filer	[  ]	Accelerated filer	[  ]
	Non-accelerated filer	[  ]	Smaller reporting company	[X]
	Emerging growth company	[  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

As of November 16, 2020, there were issued and outstanding 18,850,675 shares of the registrant’s common stock, par value $0.0001.

 

 

 

Table of Contents

 

		PAGE
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
	Signatures	20

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

 

hopTo Inc.

Consolidated Balance Sheets

(Unaudited)

 

		September 30,				December 31,
		2020				2019
Assets
Current assets
Cash and cash equivalents		$	4,248,300			$	1,541,900
Accounts receivable, net			396,000				271,200
Prepaid expenses and other current assets			47,600				59,000
Total current assets			4,691,900				1,872,100
Property and equipment, net			-				-
Other assets			17,800				17,800
Total assets		$	4,709,700			$	1,889,900
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable		$	224,200			$	271,900
Accrued expenses			98,000				106,000
Accrued wages			144,500				136,400
Deferred revenue			1,012,900				1,256,000
Total current liabilities			1,479,600				1,770,300
Deferred revenue			418,100				529,500
Total liabilities			1,897,700				2,299,800
Commitments and contingencies
Stockholders’ equity (deficit)
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding as of September 30, 2020 or December 31, 2019			-				-
Common stock, $0.0001 par value, 195,000,000 shares authorized, 18,621,534 and 9,834,866 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively			1,900				1,000
Additional paid-in capital			82,155,200				79,523,500
Accumulated deficit			(79,345,100	)			(79,934,400	)
Total stockholders’ equity (deficit)			2,812,000				(409,900	)
Total liabilities and stockholders’ equity (deficit)		$	4,709,700			$	1,889,900

 

See accompanying notes to unaudited consolidated financial statements

 

 

hopTo Inc.

Consolidated Statements of Operations

(Unaudited)

 

		For the Three Months Ended								For the Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2020				2019				2020				2019
Revenues		$	894,600			$	948,800			$	2,805,300			$	2,734,600
Cost of revenues			42,500				38,100				118,000				106,900
Gross profit			852,100				910,700				2,687,300				2,627,700
Operating expenses:
Selling and marketing			140,300				96,300				396,200				323,900
General and administrative			196,100				166,100				664,600				660,700
Research and development			355,700				361,300				1,076,600				1,118,800
Total operating expenses			692,100				623,700				2,137,400				2,103,400
Income from operations			160,000				287,000				549,900				524,300
Other income:
Other income			-				200				46,900				14,100
Income before provision for income taxes			160,000				287,200				596,800				538,400
Provision for income taxes			2,500				-				7,500				-
Net income (loss)		$	157,500			$	287,200			$	589,300			$	538,400
Net income per share, basic		$	0.01			$	0.03			$	0.05			$	0.05
Net income per share, diluted		$	0.01			$	0.03			$	0.05			$	0.05
Weighted average number of common shares outstanding
Basic			15,242,128				9,834,866				12,216,478				9,816,564
Diluted			15,713,640				10,302,577				12,687,990				10,278,646

 

See accompanying notes to unaudited consolidated financial statements

 

 

hopTo Inc.

Consolidated Statements of Stockholders’ Deficit

(Unaudited)

 

		Common Stock								Additional				Accumulated
		Shares				Amount				Paid-In Capital				Deficit				Total
Balance at December 31, 2018			9,804,400			$	1,000			$	79,298,200			$	(80,488,700	)		$	(1,189,500	)
Contributed services			-				-				56,300				-				56,300
Net income			-				-				-				251,900				251,900
Balance at March 31, 2019			9,804,400			$	1,000			$	79,354,500			$	(80,236,800	)		$	(881,300	)
Contributed services			-				-				56,200				-				56,200
Exercise of warrants			30,466				-				300				-				300
Net loss							-				-				(700	)			(700	)
Balance at June 30, 2019			9,834,866			$	1,000			$	79,411,000			$	(80,237,500	)		$	(825,500	)
Contributed services			-				-				56,300				-				56,300
Other rounding			-				-				(100	)			-				(100	)
Net loss							-				-				287,200				287,200
Balance at September 30, 2019			9,834,866			$	1,000				79,467,200			$	(79,950,300	)		$	(482,100	)
Balance at December 31, 2019			9,834,866			$	1,000			$	79,523,500			$	(79,934,400	)		$	(409,900	)
Shares issued for settlement of accrued expenses			120,000				-				39,600				-				39,600
Contributed services			-				-				56,200				-				56,200
Net income			-				-				-				109,100				109,100
Balance at March 31, 2020			9,954,866			$	1,000			$	79,619,300			$	(79,825,300	)		$	(205,000	)
Proceeds from rights offering			1,600,638				100				480,000				-				480,100
Issuance cost for rights offering			-				-				(119,400	)			-				(119,400	)
Contributed services			-				-				56,200				-				56,200
Net income			-				-				-				322,700				322,700
Balance at June 30, 2020			11,555,504			$	1,100			$	80,036,100			$	(79,502,600	)		$	534,600
Proceeds from rights offering			7,066,030				800				2,119,100				-				2,119,900
Net income			-				-				-				157,500				157,500
Balance at September 30, 2020			18,621,534			$	1,900			$	82,155,200			$	(79,345,100	)		$	2,812,000

 

See accompanying notes to unaudited consolidated financial statements

 

 

hopTo Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

		For the Nine Months Ended
		September 30,				September 30,
		2020				2019
Cash flows from operating activities
Net income		$	589,300			$	538,400
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			-				400
Contributed services			112,400				168,800
Changes in allowance for doubtful accounts			1,600				2,100
Changes in operating assets and liabilities:
Accounts receivable			(126,400	)			(25,100	)
Prepaid expenses and other current assets			11,400				9,200
Accounts payable and accrued expenses			(7,800	)			(127,400	)
Deferred revenue			(354,500	)			600
Net cash provided by operating activities			226,000				567,000
Cash flows from financing activities
Proceeds from exercise of warrants			-				300
Proceeds from rights offering			2,599,900				-
Issuance cost for rights offering			(119,500	)			-
Net cash provided by financing activities			2,480,400				300
Net change in cash			2,706,400				567,300
Cash, beginning of the period			1,541,900				892,500
Cash, end of the period		$	4,248,300			$	1,459,800
Supplemental disclosure of cash flow information:
Interest paid		$	-			$	-
Income taxes paid		$	7,500			$	-
Non-cash financing activities: shares issued for settlement of accrued expenses		$	39,600			$	-
Issuance of cost for rights offering included in accounts payable and accrued expenses		$				$	-

 

See accompanying notes to unaudited consolidated financial statements

 

 

hopTo Inc.

Notes to Unaudited Consolidated Financial Statements

 

1. Organization

 

hopTo Inc., through subsidiaries (collectively, “we”, “us,” “our” or the “Company”) 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, 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.

 

2. Significant Accounting Policies

 

Basis of Presentation

 

The unaudited consolidated financial statements include the accounts of hopTo Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions are eliminated upon consolidation. The unaudited 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 consolidated financial statements do not include all information and footnote disclosures required in annual financial statements.

 

The unaudited 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, 2019 which was filed with the SEC on April 14, 2020 (“2019 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, 2020 or any future period.

 

Certain prior year information has been reclassified to conform to current year presentation.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Amounts could materially change in the future. These significant estimates include the valuation of stock-based compensation expense, the allowance for doubtful accounts, and accruals of liabilities.

 

 

Revenue Recognition

 

The Company markets and licenses its 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.

 

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers.” Revenues under ASC 606 are recognized when the promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services.

 

The following is a summary of how the Company recognizes revenue for its different products and services.

 

●

Product Sales

 

All of our licenses are delivered to the customer electronically. The Company sends the license key to the customer to download the related software from Company portal. We recognize revenue upon delivery of these licenses. For stocking resellers who purchase licenses through inventory stocking orders with the intent to resell to an end-user, revenue is recognized when the resellers’ accounts have been credited, at their discretion, for the number of licenses purchased.

 

●

Service Revenue

 

The Company has maintenance contracts with certain of its customers. Revenue from maintenance contracts is recognized ratably over the related contract period, which generally ranges from one to five years.

 

The Company’s product sales by geographic area are presented in Note 4.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid holdings with maturities of three months or less at the time of purchase to be cash equivalents. The Company had no cash equivalents as of September 30, 2020 (unaudited) or December 31, 2019.

 

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 September 30, 2020 and December 31, 2019, the allowance for doubtful accounts totaled $8,900 and $7,300, respectively.

 

 

Concentration of Credit Risk

 

For the three and nine-month ended September 30, 2020 and 2019, we currently consider the following to be our most significant customers and partners. For the purposes of this presentation, “Sales” refers to the dollar value of orders received from these customers and partners in the period indicated. These Sales values do not necessarily equal recognized revenue for these periods due to our revenue recognition policies which require deferral of revenue associated with prepaid software service fees.

 

For the three months ended September 30, 2020, the Company had four customers comprising 15.9%, 15.4%, 13.6%, and 10.0%, respectively, of total sales. For the three months ended September 30, 2019, the Company had three customers comprising 29.7%, 11.9%, and 11.5%, respectively, of total sales.

 

For the nine months ended September 30, 2020, the Company had two customers comprising 11.9% and 10.3% of total sales. For the nine months ended September 30, 2019, the Company had two customers comprising 17.3% and 15.5% of total sales.

 

A loss of one of these customers could potentially have a significant negative impact on the Company’s financial statements.

 

As of September 30, 2020, the Company has three customers comprising 22.8%, 15.4%, and 14.7%, respectively, of net accounts receivable. As of December 31, 2019, the Company has 1 customer comprising 17.9% of net accounts receivable.

 

Basic and Diluted Earnings Per Share

 

In accordance with ASC 260, “Earnings Per Share,” the basic income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted average common shares outstanding during the period. Diluted income (loss) per share reflect per share amounts that would have resulted if diluted potential common stock had been converted to common stock. Dilutive common share equivalents as of September 30, 2020, representing 481,335 of outstanding in-the-money warrants, were included in the computation of diluted net income per share using the Treasury Stock Method. During the three months ended September 30, 2020 and 2019, the Company had total common stock equivalents of 93,076 and 106,077, respectively, which were excluded from the computation of net income (loss) per share because they are out of the money and thus anti-dilutive.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses. The carrying amount of these financial instruments approximates fair value due to the nature of the accounts and their short-term maturities.

 

Recently Adopted Accounting Pronouncements

 

The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements.

 

3. Stockholders’ Equity

 

Stock-Based Compensation Plans

 

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. As of September 30, 2020, 424,594 shares of common stock remained available for issuance under the 12 Plan.

 

The following summarizes the stock option activity for the nine months ended September 30, 2020.

 

										Weighted-
										Average
						Weighted-				Remaining
						Average				Contractual
						Exercise				Life
		Options				Price				(Years)
Outstanding at December 31, 2019			106,077			$	2.77				1.53
Granted			-
Forfeited/cancelled			(13,001	)
Exercised			-
Outstanding at September 30, 2020 (unaudited)			93,076			$	3.03				0.99
Vested and expected to vest at September 30, 2020 (unaudited)			93,076			$	3.03				0.99
Exercisable at September 30, 2020 (unaudited)			93,076			$	3.03				0.99

 

The following table summarizes information about options outstanding and exercisable as of September 30, 2020.

 

			Options Outstanding												Options Exercisable
								Weighted				Weighted								Weighted
	Range of							Average				Average								Average
	Exercise			Number				Remaining				Exercise				Number				Exercise
	Price			of Shares				Life (Years)				Price				of Shares				Price
$	0.75 - 1.00			14,526				0.28			$	0.75				14,526			$	0.75
	2.00 - 4.00			63,684				1.12				3.21				63,684				3.21
	4.20 - 6.68			14,866				1.15				4.46				14,866				4.46
				93,076												93,076

 

 

Shares of Common Stock Issued

 

During the three-month period ending September 30, 2020, the Company issued a total of 7,066,030 shares of common stock to shareholders for the rights offering at $0.30 per share. The proceeds for these shares were received in September 2020. During the nine-month period, the Company issued total of 8,786,667 shares of common stock, of which 8,666,667 shares for rights offering and 120,000 shares of common stock were to two former members of our board of directors that was previously committed to them and included in accrued expenses. The issuance of the 120,000 shares of common stock settles a total of $39,600 of accrued expenses that was included in the Company’s balance sheet.

 

Warrants

 

As of September 30, 2020 and December 31, 2019, the Company had 481,335 warrants outstanding. The warrants outstanding at September 30, 2020 are all exercisable at $0.01 and have an expiration date of May 20, 2023.

 

4. Sales by Geographical Location

 

Revenue by country for the three and nine months ended September 30, 2020 and 2019 was as follows.

 

		Three Months Ended								Nine Months Ended
		September 30, 2020				September 30, 2019				September 30, 2020				September 30, 2019
Revenue by Country
United States		$	261,000			$	344,000			$	875,500			$	1,006,400
Brazil			358,100				160,000				951,600				431,400
Japan			104,900				162,800				270,800				268,300
The Netherlands			61,800				46,900				217,400				357,100
Other Countries			108,800				235,100				490,000				671,400
Total		$	894,600			$	948,800			$	2,805,300			$	2,734,600

 

5. Commitments and Contingencies

 

Profit Sharing Plans

 

The Company has adopted a 401(k) plan to provide retirement benefits for employees under which the Company makes discretionary matching contributions. During the three months ended September 30, 2020 and 2019, the Company contributed a total of $2,200 and $0, respectively. During the nine months ended September 30, 2020 and 2019, the Company contributed a total of $17,800 and $14,100, respectively.

 

Contingencies

 

During the ordinary course of business, the Company is subject to various potential claims and litigation. Management is not aware of any outstanding litigation which would have a significant impact on the Company’s financial statements.

 

6. Related Party Transactions

 

On September 30, 2020, the Company entered into an executive employment agreement with Jonathon R. Skeels, the Company’s Chief Executive Officer and Interim Chief Financial Officer, effective as of July 1, 2020.

 

Pursuant to the Agreement, Mr. Skeels is entitled to receive a base salary of $200,000 per year and other compensation to be determined from time to time by the Company in its sole discretion. The Agreement also entitles Mr. Skeels to participate in the Company’s employee benefit plans and be reimbursed for expenses incurred in connection with his service to the Company. If Mr. Skeels’ employment is terminated without cause (as defined in the Agreement) the Company will, against the receipt of a mutual release, pay Mr. Skeels an amount equal to 12 months of his annual base salary and pay the premiums for continuation of Mr. Skeels and his family’s health insurance for up to 12 months following his termination.

 

Mr. Skeels has served as the Company’s Chief Executive Officer and Interim Chief Financial Officer since September 2018, however, previously did not receive a salary or other forms of compensation. During the nine months ended September 30, 2020 and 2019, the Company recorded an expense and contributed capital of approximately $112,400, and $168,700, respectively for contributed services based on the estimated market rate for these services.

 

On January 31, 2020, we entered into the Backstop Agreement (the “Backstop Agreement”) with a consortium of accredited investors, including all of our directors and led by Novelty Capital Partners LP, pursuant to which such investors agreed to purchase in a private placement, at $0.30 per share, up to 2.41 million of shares of our common stock. The consummation of the investment pursuant to the Backstop Agreement was conditioned on the closing of our subscription rights offering to all of our stockholders (the “Rights Offering”). The Rights Offering expired on March 31, 2020, and we consummated the Backstop Agreement transactions on August 13, 2020.

 

At closing of the Rights Offering, we received net proceeds of $480,200 in exchange for 1.6 million shares of common stock. Pursuant to the Backstop Agreement, we received gross proceeds of $2.12 million in exchange for the issuance of 7.0 million restricted shares of common stock.

 

 

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, 2019 which was filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2020, 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.

 

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.

 

Beginning in 2012, we developed and marketed several products in the field of software productivity for mobile devices such as tablets and smartphones under the hopTo brand. We ceased all our sales, marketing and development for the hopTo products in 2016.

 

We have made investments in intellectual property (“IP”) and filed many patents designed to protect the technologies embedded in the hopTo products. We are currently marketing for sale 49 patents and related source code developed from our hopTo development efforts.

 

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 2019 10-K Report and Note 2 to our unaudited consolidated financial Statements included under Item 1 – Financial Statements in this Form 10-Q.

 

 

Results of Operations for the Three Months Ended September 30, 2020 and 2019

 

The following are the results of our operations for the three months ended September 30, 2020 as compared to the three months ended September 30, 2019.

 

		For the Three Months Ended
		September 30,				September 30,
		2020				2019				$ Change
		(Unaudited)				(Unaudited)
Revenues		$	894,600			$	948,800			$	(54,200	)
Cost of revenues			42,500				38,100				4,400
Gross profit			852,100				910,700				(58,600	)
Operating expenses:
Selling and marketing			140,300				96,300				44,000
General and administrative			196,100				166,100				30,000
Research and development			355,700				361,300				(5,600	)
Total operating expenses			692,100				623,700				68,400
Income from operations			160,000				287,000				(127,000	)
Other income (expense):
Other income (expense):			-				200				(200	)
Income before provision for income taxes			160,000				287,200				(127,200	)
Provision for income taxes			2,500				-				2,500
Net income		$	157,500			$	287,200			$	(129,700	)

 

Revenues

 

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 purchase software licenses that they hold in inventory until they are resold to the ultimate end user (a “stocking reseller”).

 

When a software license is sold directly to an end user by us, or by one of our resellers who does not stock licenses into inventory, revenue is recognized immediately upon shipment, assuming all other criteria for revenue recognition are met. Consequently, if any significant end user customer 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.

 

Almost all stocking resellers maintain inventories of our Windows products; few stocking resellers maintain inventories of our UNIX products.

 

The following is a summary of our revenues by category for the three months ended September 30, 2020 and 2019.

 

		For the Three Months Ended
		September 30,				September 30,
		2020				2019				$ Change
Revenue
Software Licenses
Windows		$	188,800			$	302,000			$	(113,200	)
UNIX/Linux			44,600				20,100				24,500
Total			233,400				322,100				(88,700	)
Software Service Fees
Windows			586,000				535,700				50,300
UNIX/Linux			53,600				68,000				(14,400	)
Total			639,600				603,700				35,900
Other			21,600				23,000				(1,400	)
		$	894,600			$	948,800			$	(54,200	)

 

Software Licenses

 

Windows software licenses revenue decreased by $113,200 or 37.5% to $188,800 during the three months ended September30, 2020, from $302,000 for the same period in 2019. The decrease was primarily due to a certain Japanese reseller that purchased a large order of Windows licenses from the Company during the three months ended September 30,2019 but not reoccur for the three months ended September 30, 2020.

 

 

Software licenses revenue from our UNIX/Linux products increased by $24,500 or 121.9% to $44,600 for the three months ended September 30, 2020 from $20,100 for the same period in 2019. The increase was primarily due to higher revenue from stocking order and standard order of Unix licenses for the three months ended September 30, 2020.

 

Software Service Fees

 

Service fees attributable to our Windows product service increased by $50,300 or 9.4% to $586,000 during three months ended September 30, 2020, from $535,700 for the same period in 2019. The increase was primarily due to increased Windows subscription license revenue, offset by royalty fees and lower Windows software maintenance support revenue.

 

Service fees revenue attributable to our UNIX products decreased by $14,400 or 21.2% to $53,600 during the three months ended September 30, 2020, from $68,000 for the same period in 2019. The decrease was primarily the result of the lower level of UNIX product sales throughout the prior year and an expiration of certain long-term maintenance contracts. The majority of this decrease was attributable to our European telecommunications customers.

 

Other

 

Other revenue consists of private labeling fees and professional services. Other revenue decreased by $1,400 or 6.1% for the three months ended September 30, 2020, compared to the same period in 2019. The primary decrease was related to lower private labeling fee revenue.

 

Cost of Revenues

 

Cost of revenue is comprised primarily of software service costs, which represent the costs of customer service. Also included in cost of revenue are software product costs, which is primarily the required import tax withholdings from Brazil resellers. We incur no significant shipping or packaging costs as virtually all of our deliveries are made via electronic means over the Internet.

 

Cost of revenue for the three months ended September 30, 2020 increase by $4,400, or 11.5%, to $42,500 for the three months ended September 30, 2020 from $38,100 for the same period in 2019. Cost of revenue represented 4.8% and 4.0% of total revenue for the three months ended September 30, 2020 and 2019, respectively. The primarily increase was due to increase import tax withholdings associated with higher revenue from Brazil resellers for the three-month period ended September 30, 2020.

 

Selling and Marketing Expenses

 

Selling and marketing expenses primarily consisted of employee, outside services and travel and entertainment expenses.

 

Selling and marketing expenses increased by $44,000, or 45.7%, to $140,300 for the three months ended September 30, 2020 from $96,300 for the same period in 2019. Selling and marketing expenses represented approximately 15.7% and 10.1% of total revenue for the three months ended September 30, 2020 and 2019, respectively. Selling and marketing expenses increased during three months period ended September 30, 2020 due to the increase in marketing spend.

 

General and Administrative Expenses

 

General and administrative expenses primarily consist of employee costs, depreciation and amortization, legal, accounting, board of director fees, 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 debt expense.

 

General and administrative expenses increased by $30,000, or 18.1%, to $196,100 for the three months ended September 30, 2020 from $166,100 for the same period in 2019.General and administrative expenses represented approximately 21.9% and 17.5% of total revenue for the three months ended September 30, 2020 and 2019, respectively. The increase in general and administrative expense was due to fees paid to the board of directors for their service since September 2018 offset by decrease in accounting fees.

 

Research and Development Expenses

 

Research and development expenses consist primarily of employee costs, payments to contract programmers, software subscriptions, travel and entertainment for our engineers, and all rent for our leased engineering facilities.

 

Research and development expenses decreased by $5,600, or 1.5% to $355,700 for the three months ended September 30, 2020 from $361,300 for the same period in 2019. Research and development expenses represented approximately 39.8% and 38.1% of total revenue for the three months ended September 30, 2020 and 2019, respectively. The research and development decrease was due lower consulting fees as a result of completion of research and development expenses during the second quarter of 2019.

 

Other Income

 

Other income decreased by $100 for the three months ended September 30, 2020, compare to the same periods in 2019.

 

 

Results of Operations for the Nine-Month Periods Ended September 30, 2020 and 2019

 

The following are the results of our operations for the nine months ended September 30, 2020 as compared to the six months ended September 30, 2019.

 

		For the Nine Months Ended
		September 30,				September 30,
		2020				2019				$ Change
		(Unaudited)				(Unaudited)
Revenues		$	2,805,300			$	2,734,600			$	70,700
Cost of revenues			118,000				106,900				11,100
Gross profit			2,687,300				2,627,700				59,600
Operating expenses:
Selling and marketing			396,200				323,900				72,300
General and administrative			664,600				660,700				3,900
Research and development			1,076,600				1,118,800				(42,200	)
Total operating expenses			2,137,400				2,103,400				34,000
Income from operations			549,900				524,300				25,600
Other income (expense):
Other income (expense)			46,900				14,100				32,800
Income before provision for income taxes			596,800				538,400				58,400
Provision for income taxes			7,500				-				7,500
Net income		$	589,300			$	538,400			$	50,900

 

Revenues

 

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 purchase software licenses that they hold in inventory until they are resold to the ultimate end user (a “stocking reseller”).

 

When a software license is sold directly to an end user by us, or by one of our resellers who does not stock licenses into inventory, revenue is recognized immediately upon shipment, assuming all other criteria for revenue recognition are met. Consequently, if any significant end user customer 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.

 

Almost all stocking resellers maintain inventories of our Windows products; few stocking resellers maintain inventories of our UNIX products.

 

The following is a summary of our revenues by category for the nine months ended September 30, 2020 and 2019.

 

		For the Nine Months Ended
		September 30,				September 30,
		2020				2019				$ Change
Revenue
Software Licenses
Windows		$	585,700			$	774,100			$	(188,400	)
UNIX/Linux			99,500				36,100				63,400
Total			685,200				810,200				(125,000	)
Software Service Fees
Windows			1,650,100				1,633,900				16,200
UNIX/Linux			175,400				221,500				(46,100	)
Total			1,825,500				1,855,400				(29,900	)
Other			294,600				69,000				225,600
		$	2,805,300			$	2,734,600			$	70,700

 

Software Licenses

 

Windows software licenses revenue decreased by $188,400 or 24.3% to $585,700 during the nine months ended September 30, 2020, from $774,100 for the same period in 2019. The decrease was entirely due to a certain partner that purchased a large order of Windows licenses from the Company during the three months ended March 31, 2019 and the three months ended September 30,2019 that did not recur during same periods of 2020.

 

 

Software licenses revenue from our UNIX/Linux products increased by $63,400 or 175.6% to $99,500 for the nine months ended September 30, 2020 from $36,100 for the same periods of 2019. The increase was primarily due to higher revenue from higher stocking and standard order licenses.

 

We expect aggregate GO-Global total software license revenue in 2020 to be in-line with 2019 levels as we are observing a mix of both higher and lower aggregate revenue from our various customers.

 

Software Service Fees

 

Service fees attributable to our Windows product service increased by $16,200 or 1.0% to $1,650,100 during the nine months ended September 30, 2020, from $1,633,900 for the same period in 2019. The small increase was primarily due higher Windows subscription revenue offset by the timing of revenue recognition for maintenance support fees.

 

Service fees revenue attributable to our UNIX products decreased by $46,100 or 20.8% to $175,400 during the nine months ended September 30, 2020, from $221,500 for the same period in 2019. The decrease was primarily the result of lower level of UNIX product sales throughout the prior year and an expiration of certain long-term maintenance contracts.

 

We expect that software service fees for 2020 will approximate to those for 2019.

 

Other

 

Other revenue consists of private labeling fees, professional services, and other non-recurring revenues. Other revenue increased by $225,600 or 327.0% for the nine months ended September 30, 2020, compared to the same period in 2019.The primary increase was related to revenue recognized from a one-time, non-recurring a license agreement with an existing customer for the use of our license.

 

Cost of Revenues

 

Cost of revenue is comprised primarily of software service costs, which represent the costs of customer service. Also included in cost of revenue are software product costs, which are primarily comprised of the amortization of capitalized software development costs and costs associated with licenses to third party software included in our product offerings, and the required import tax withholdings from Brazil resellers. We incur no significant shipping or packaging costs as virtually all of our deliveries are made via electronic means over the Internet.

 

Cost of revenue for the nine months ended September 30, 2020 increased by $11,100, or 16.5%, to $118,000 for the nine months ended September 30, 2020 from $106,900 for the same period in 2019. Cost of revenue represented 4.2% and 3.9% of total revenue for the nine months ended September 30, 2020 and 2019, respectively. The primarily increase was due to increase import tax withholdings associated with higher revenue from Brazil resellers for the nine-month period ended September 30, 2020.

 

We expect 2020 cost of revenue to be slightly higher than 2019 for the above reason.

 

Selling and Marketing Expenses

 

Selling and marketing expenses primarily consisted of employee, outside services and travel and entertainment expenses.

 

Selling and marketing expenses increased by $72,300, or 22.3%, to $396,200 for the nine months ended September 30, 2020 from $323,900 for the same period in 2019. Selling and marketing expenses represented approximately 14.1% and 11.8% of total revenue for the nine months ended September 2020 and 2019, respectively. The increase in selling and marketing expenses was due to an increase in marketing spend offset by lower employee benefit costs.

 

We expect to maintain our sales and marketing efforts in 2020 for anticipated GO-Global releases with select targeted modest investments in promotional activity; accordingly, for this reason, we expect 2020 sales and marketing expenses to be slightly higher than 2019 levels.

 

 

General and Administrative Expenses

 

General and administrative expenses primarily consist of employee costs, legal, accounting, board fees, 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 debt expense.

 

General and administrative expenses slightly increased by $3,900, or 0.6%, to $664,600 for the nine months ended September 30, 2020 from $660,700 for the same period in 2019. General and administrative expenses represented approximately 23.7% and 24.2% of total revenue for the nine months ended September 30, 2020 and 2019, respectively.

 

The slight increase general and administrative expense was due to fees paid to the board of directors for their service since September 2018.

 

In 2020, we anticipate the fees paid to board of directors will be partially offset by a reduction in accounting fees and employee benefit costs compared to 2019 levels due to changes in service providers and improved cost controls by management. We therefore expect that our 2020 general and administrative costs will be slightly higher compared to those for 2019.

 

Research and Development Expenses

 

Research and development expenses consist primarily of employee costs, payments to contract programmers, software subscriptions, travel and entertainment for our engineers, and all rent for our leased engineering facilities.

 

Research and development expenses decreased by $42,200, or 3.8% to $1,076,600 for the nine months ended September 30, 2020 from $1,118,800 for the same period in 2019. This represented approximately 38.42% and 40.9% of total revenue for the nine months ended September 30, 2020 and 2019, respectively.

 

The decrease in research and development expense was primarily due to a decrease in benefit cost and consulting fees associated with completing the new releases of our GO-Global products.

 

In 2020, we expect to continue our investments in research and development resources associated with our GO-Global products based on market feedback. We therefore expect 2020 research and development expenses to be slightly higher than 2019 levels.

 

Other Income

 

Other income increased by $32,800 for the nine months ended September 30, 2020, compare to the same periods in 2019 was primarily related to penalty fees from a one-time, non-recurring a license agreement with an existing customer for the use of our license.

 

Liquidity and Capital Resources

 

As of September 30, 2020, we had cash of $4,248,300 and a working capital position of $3,212,300 as compared to cash of $1,541,900 and a working capital position of $101,800 at December 31, 2019. The increase in cash as of September 30, 2020 was primarily the result of cash provided in operating and financing activities during the period. 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.

 

The following is a summary of our cash flows from operating, investing and financing activities for the three months ended September 30, 2020 and 2019.

 

		For the Nine Months Ended
		September 30,				September 30,
		2020				2019
Cash flows provided by operating activities		$	226,000			$	567,000
Cash flows provided by investing activities		$	-			$	-
Cash flows provided by financing activities		$	2,480,400			$	300

 

Net cash flows provided by operating activities for the nine months ended September 30, 2020 amounted to $226,000, compared to cash flows provided by operating activities of $567,000 for the nine months ended September 30, 2019. The decrease in cash flows provided by operating activities is primarily the result of decreases in changes in working capital during the period driven by lower deferred revenues.

 

 

Net cash provided by financing activities for the nine months ended September 30, 2020 amounted to $2,480,400. We received gross proceeds of $480,100 from the Rights Offering and paid $119,400 of issuance cost for the nine months ended September 30, 2020. For the three months ended September 30, 2020, we received $2.12 million from the closing of the investment pursuant to the Backstop Agreement. We intend to use the proceeds from the Rights Offering and the Backstop Agreement for general corporate purposes, which may include acquisitions (although we do not currently have any plans with respect to any acquisition).

 

We had no significant financing activity for the nine months ended September 30, 2019.

 

We had no cash flow activity relating to investing for the nine months ended September 30, 2020 or 2019.

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

ITEM 4. Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2020.

 

There has not been any change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended September 30 , 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 1. Legal Proceedings

 

Not applicable

 

ITEM 1A. Risk Factors

 

There have been no material changes in our risk factors from those set forth under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission on April 14, 2020.

 

The coronavirus pandemic could adversely affect our results of operations.

 

The recent coronavirus pandemic throughout the United States and the world has resulted in the United States and other countries halting or sharply curtailing the movement of people, goods and services. All of this has caused extended shutdowns of businesses and the prolonged economic impact remains uncertain. At this point, we believe the conditions may have a material adverse effect on our business but given the rapidly changing developments we cannot accurately predict what effects these conditions will have on our business, which will depend on, among other factors, the ultimate geographic spread of the virus, the duration of the outbreak and travel restrictions and business closures imposed by the United States and various other governments.

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On January 31, 2020, we entered into the Backstop Agreement with a consortium of accredited investors, including all of our directors and led by Novelty Capital Partners LP, pursuant to which such investors agreed to purchase in a private placement, at $0.30 per share, up to $2.41 million of shares of our common stock. The consummation of the investment pursuant to the Backstop Agreement was conditioned on the closing of the Rights Offering. The Rights Offering expired on March 31, 2020, and we consummated the Backstop Agreement transactions on August 13, 2020.

 

At the closing of the Rights Offering, we received gross proceeds of $480,191 in exchange for 1.6 million shares of common stock. Pursuant to the Backstop Agreement, we received proceeds of $2.12 million in exchange for the issuance of 7.0 million restricted shares of common stock. We intend to use the proceeds from the Rights Offering and the Backstop Agreement for general corporate purposes, which may include acquisitions (although we do not currently have any plans with respect to any acquisition). The shares were issued to the Backstop Agreement investors pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.

 

 

ITEM 3. Defaults Upon Senior Securities

 

Not applicable

 

ITEM 4. Mine Safety Disclosures

 

Not applicable

 

 

ITEM 5. Other Information

 

On March 31, 2020, our previously announced Rights Offering expired and in April 2020 we subsequently received $480,191 in exchange for 1.6 million shares of our common stock. Pursuant to the Backstop Agreement we received proceeds of $2.12 million in exchange for the issuance of 7.0 million restricted shares of common stock.

 

ITEM 6. Exhibits

 

Exhibit Number		Exhibit Description
31		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	hopTo Inc.
	(Registrant)
	Date:	November 16, 2020
	By:	/s/ Jonathon R. Skeels
		Jonathon R. Skeels
		Chief Executive Officer (Principal Executive Officer) and
		Interim Chief Financial Officer
		(Principal Financial Officer and
		Principal Accounting Officer)