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, 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, 2020 which was filed with the Securities and Exchange
        Commission (the "SEC") on March 31, 2021, 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


hopTo, Inc., through its wholly owned subsidiary GraphOn Corporation (collectively, "we", "us," "our" or the "Company"), is a developer 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 by independent software vendors ("ISVs"), hosting service providers, 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.





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 when we make the estimates. Actual results may differ from these estimates. For a summary of our critical accounting policies, please refer to our 2020 Form 10-K Report Management's Discussion ad Analysis of Operations and Note 2 to our unaudited consolidated financial Statements included under Item 1 - Financial Statements in this Form 10-Q.





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Results of Operations for the Three-Month Periods Ended September 30, 2021 and 2020

The following are the results of our operations for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020.





                                                For the Three Months Ended
                                            September 30,         September 30,
                                                2021                  2020             $ Change
                                             (Unaudited)           (Unaudited)

Revenues                                   $       919,400       $       894,600     $      24,800
Cost of revenues                                    36,100                42,500            (6,400 )
Gross profit                                       883,300               852,100            31,200

Operating expenses:
Selling and marketing                              152,000               140,300            11,700
General and administrative                         162,400               196,100           (33,700 )
Research and development                           354,300               355,700            (1,400 )
Total operating expenses                           668,700               692,100           (23,400 )

Income from operations                             214,600               160,000            54,600

Other income:
Unrealized gain on marketable securities           146,800                     -           146,800
Other income                                             -                     -                 -
                                                   146,800                     -           146,800
Income before provision for income taxes           361,400               160,000           201,400
Provision for income taxes                               -                 2,500            (2,500 )
Net income                                 $       361,400       $       157,500     $     203,900




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 revenue has been earned, and continues to be earned, from a limited number of direct customers and through a limited number of resellers.

When a software license is sold directly to an end user by us, or by one of our resellers, revenue is recognized immediately upon delivery of the license key, 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, our software licenses revenue could be materially impacted.

The following is a summary of our revenues by category for the three months ended September 30, 2021 and 2020.





                             For the Three Months Ended
                        September 30,         September 30,
                             2021                 2020           $ Change
Revenue
Software Licenses
Windows                 $      151,700       $       188,800     $ (37,100 )
UNIX/Linux                      15,900                44,600       (28,700 )
Total                          167,600               233,400       (65,800 )

Software Service Fees
Windows                        684,500               586,000        98,500
UNIX/Linux                      45,600                53,600        (8,000 )
Total                          730,100               639,600        90,500

Other                           21,700                21,600           100
                        $      919,400       $       894,600     $  24,800




Software Licenses


Windows software licenses revenue decreased by $37,100 or 19.7% to $151,700 during the three months ended September 30, 2021, from $188,800 for the same period in 2020. The decrease was due to lower revenue from standard order licenses in the period.





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Software licenses revenue from our UNIX/Linux products decreased by $28,700 or 64.3% to $15,900 for the three months ended September 30, 2021 from $44,600 for the same periods of 2020. The decrease was primarily due to lower revenue standard order licenses.





Software Service Fees


Service fees attributable to our Windows product service increased by $98,500 or 16.8% to $684,500 during three months ended September 30, 2021, from $586,000 for the same period in 2020. The increase was primarily due to higher revenues from subscription license orders and an increase in revenue recognized from deferred maintenance.

Service fees revenue attributable to our UNIX products decreased by $8,000 or 14.9% to $45,600 during the three months ended September 30, 2021, from $53,600 for the same period in 2020. The decrease was primarily the result of the expiration of a long-term maintenance contract.





Other


Other revenue consists of private labeling fees, professional services, and other non-recurring revenues. Other revenue increased by $100 or 0.5% for the three months ended September 30, 2021, compared to the same period in 2020.





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 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 three months ended September 30, 2021 decreased by $6,400, or 15.1%, to $36,100 for the three months ended September 30, 2021 from $42,500 for the same period in 2020. Cost of revenue was 3.9% and 4.8% of total revenue for the three months ended September 30, 2021 and 2020, respectively. The decrease was due to import tax withholdings associated with lower revenue from Brazil resellers for the three-month period ended September 30, 2021.

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 $11,700, or 8.3%, to $152,000 for the three months ended September 30, 2021 from $140,300 for the same period in 2020. Selling and marketing expenses represented approximately 16.5% and 15.7% of total revenue for the three months ended September 30, 2021 and 2020, respectively. The increase in selling and marketing expenses was due to increased spending on sales and marketing related initiatives.





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General and Administrative Expenses

General and administrative expenses primarily consist of employee costs, 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 debt expense.

General and administrative expenses decreased by $33,700, or 17.2%, to $162,400 for the three months ended September 30, 2021 from $196,100 for the same period in 2020. General and administrative expenses represented approximately 17.7% and 21.9% of total revenue for the three months ended September 30, 2021 and 2020, respectively. The decrease in general and administrative expense was primarily due to lower legal fees and patent maintenance 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 $1,400, or 0.4% to $354,300for the three months ended September 30, 2021 from $355,700 for the same period in 2020. This represented approximately 38.5% and 39.8% of total revenue for the three months ended September 30, 2021 and 2020, respectively.





Other Income


Other income increased by $146,800 for the three months ended September 30, 2021, compared to the same periods in 2020. The increase was primarily related the unrealized gain from marketable securities for the three months ended September 30,2021.





Results of Operations for the Nine-Month Periods Ended September 30, 2021 and
2020



                                               For the Nine Months Ended
                                           September 30,       September 30,
                                                2021               2020             $ Change
                                            (Unaudited)         (Unaudited)

Revenues                                   $    2,678,700     $     2,805,300     $    (126,600 )
Cost of revenues                                  125,800             118,000             7,800
Gross profit                                    2,552,900           2,687,300          (134,400 )

Operating expenses:
Selling and marketing                             448,100             396,200            51,900
General and administrative                        576,800             664,600           (87,800 )
Research and development                        1,081,900           1,076,600             5,300
Total operating expenses                        2,106,800           2,137,400           (30,600 )

Income from operations                            446,100             549,900          (103,800 )

Other income:
Unrealized gain on marketable securities          173,400                   -           173,400
Other income                                      269,800              46,900           222,900
                                                  443,200              46,900           396,300
Income before provision for income taxes          889,300             596,800           292,500
Provision for income taxes                              -               7,500            (7,500 )
Net income                                 $      889,300     $       589,300     $     300,000




Revenues


The following is a summary of our revenues by category for the nine months ended September 30, 2021 and 2020.





                            For the Nine Months Ended
                        September 30,       September 30,
                             2021               2020            $ Change
Revenue
Software Licenses
Windows                 $      502,900     $       585,700     $  (82,800 )
UNIX/Linux                      38,900              99,500        (60,600 )
Total                          541,800             685,200       (143,400 )

Software Service Fees
Windows                      1,932,400           1,650,100        282,300
UNIX/Linux                     139,700             175,400        (35,700 )
Total                        2,072,100           1,825,500        246,600

Other                           64,800             294,600       (229,800 )
                        $    2,678,700     $     2,805,300     $ (126,600 )




Software Licenses


Windows software licenses revenue decreased by $82,800 or 14.1% to $502,900 during the nine months ended September 30, 2021, from $585,700 for the same period in 2020. The decrease for the nine months ended September 30,2021 was due to lower revenue from standard license orders following elevated license order activity in the prior year period related to the onset of the COVID-19 pandemic.





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Software licenses revenue from our UNIX/Linux products decreased by $60,600 or 60.9% to $38,900 for the nine months ended September 30, 2021 from $99,500 for the same periods of 2020. The decrease was primarily due to lower revenue from standard order licenses as we continue to focus primarily on our Windows products.





Software Service Fees



Service fees attributable to our Windows product service increased by $282,300 or 17.1% to $1,932,400 during the nine months ended September 30, 2021, from $1,650,100 for the same period in 2020. The increase was primarily due to higher revenue in Windows subscription license orders and higher revenue recognized deferred maintenance.

Service fees revenue attributable to our UNIX products decreased by $35,700 or 20.4% to $139,700 during the nine months ended September 30, 2021, from $175,400 for the same period in 2020. The decrease was primarily the result of an expiration of certain long-term maintenance contracts.





Other


Other revenue consists of private labeling fees, professional services, and other non-recurring revenues. Other revenue decreased by $229,800 or 78.0% for the nine months ended September 30, 2021, compared to the same period in 2020. The primary decrease 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, 2021 increased by $7,800, or 6.6%, to $125,800 for the nine months ended September 30, 2021 from $118,000 for the same period in 2020. Cost of revenue represented 4.7% and 4.2% of total revenue for the nine months ended September 30, 2021 and 2020, 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, 2021.

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 $51,900, or 13.1%, to $448,100 for the nine months ended September 30, 2021 from $396,200 for the same period in 2020. Selling and marketing expenses represented approximately 16.7% and 14.1% of total revenue for the nine months ended September 2021 and 2020, respectively. The increase in selling and marketing expenses was due to an increase spend on sales and marketing initiatives.





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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 decreased by $87,800, or 13.2%, to $576,800 for the nine months ended September 30, 2021 from $664,600 for the same period in 2020. General and administrative expenses represented approximately 21.5% and 23.7% of total revenue for the nine months ended September 30, 2021 and 2020, respectively. The decrease in general and administrative expense was due to no board member service fees being incurred versus the prior year and lower patent maintenance fees, partially offset by higher corporate legal and payroll related 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 increased by $5,300, or 0.5% to $1,081,900 for the nine months ended September 30, 2021 from $1,076,600 for the same period in 2020. This represented approximately 40.4% and 38.4% of total revenue for the nine months ended September 30, 2021 and 2020, respectively.





Other Income


Other income increased by $396,300 for the nine months ended September 30, 2021, compare to the same periods in 2020 was primarily related the sale of certain patents and unrealized gain of marketable securities.





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Liquidity and Capital Resources

As of September 30, 2021, we had cash of $4,560,000 and a working capital position of $4,124,300 as compared to cash of $4,375,300 and a working capital position of 3,281,600 at December 31, 2020. The increase in cash as of September 30, 2021 was primarily the result of cash provided by operations during the period.

The following is a summary of our cash flows from operating, investing and financing activities for the six months ended September 30, 2021 and 2020.





                                                    For the Nine Months Ended
                                               September 30,         September 30,
                                                   2021                  2020

Cash flows provided by operating activities $ 208,800 $ 226,000 Cash flows used by investing activities $ (24,100 ) $

             -
Cash flows provided by financing activities   $             -       $     2,480,400

Net cash flows provided by operating activities for the nine months ended September 30, 2021 amounted to $208,800, compared to cash flows provided by operating activities of $226,000 for the nine months ended September 30, 2020. The decrease in cash flows provided by operating activities is primarily due the elimination of contributed services and gain on sale of patents and unrealized gain from marketable securities, lower in deferred revenue recognition, offset by to the result of higher net income related to a one-time settlement income from a particular during the prior year for the same periods.

Net cash flows used by investing activities for the nine months ended September 30, 2021 amount to $24,100 due to net, purchase of marketable securities investments and property equipment, offset by cash receipt from sale of patents. The Company had no cash related to investing activities for the same periods of prior year.

We did not have cash flow from financing activities for the nine months ended September 30,2021. Net cash provided by financing activities for the nine months ended September 30, 2020 amounted to $2,480,400. We received gross proceeds of $2,599,800 from the Rights Offering and paid $119,400 of issuance costs for the nine months ended September 30, 2020.

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