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, 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"), 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 10-K Report 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 June 30, 2021 and 2020

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





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

Revenues                                    $     899,100       $  1,066,100     $  (167,000 )
Cost of revenues                                   45,600             37,400           8,200
Gross profit                                      853,500          1,028,700        (175,200 )

Operating expenses:
Selling and marketing                             153,100            151,500           1,600
General and administrative                        199,600            239,500         (39,900 )
Research and development                          364,500            356,900           7,600
Total operating expenses                          717,200            747,900         (30,700 )

Income from operations                            136,300            280,800        (144,500 )

Other income:
Unrealized gain on marketable securities           12,400                  -          12,400
Other income                                            -             46,900         (46,900 )
                                                   12,400             46,900         (34,500 )
Income before provision for income taxes          148,700            327,700        (179,000 )
Provision for income taxes                              -              5,000          (5,000 )
Net income                                  $     148,700       $    322,700     $  (174,000 )




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 June 30, 2021 and 2020.





                                For the Three Months Ended
                        June 30,       June 30,
                          2021           2020          $ Change
Revenue
Software Licenses
Windows                 $ 169,300     $   159,000     $   10,300
UNIX/Linux                  5,500          16,500        (11,000 )
Total                     174,800         175,500           (700 )

Software Service Fees
Windows                   657,700         582,500         75,200
UNIX/Linux                 45,000          56,700        (11,700 )
Total                     702,700         639,200         63,500

Other                      21,600         251,400       (229,800 )
                        $ 899,100     $ 1,066,100     $ (167,000 )




Software Licenses


Windows software licenses revenue increased by $10,300 or 6.5% to $169,300 during the three months ended June 30, 2021, from $159,000 for the same period in 2020. The increase was due to higher standard order licenses in the period.





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Software licenses revenue from our UNIX/Linux products decreased by $11,000 or 66.7% to $5,500 for the three months ended June 30, 2021 from $16,500 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 $75,200 or 12.9% to $657,700 during three months ended June 30, 2021, from $582,500 for the same period in 2020. The increase was primarily due to higher subscription license orders.

Service fees revenue attributable to our UNIX products decreased by $11,700 or 20.6% to $45,000 during the three months ended June 30, 2021, from $56,700 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 decreased by $229,800 or 91.4% for the three months ended June 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 three months ended June 30, 2021 increased by $8,200, or 21.9%, to $45,600 for the three months ended June 30, 2021 from $37,400 for the same period in 2020. Cost of revenue 5.1% and 3.5% of total revenue for the three months ended June 30, 2021 and 2020, respectively. The increase was due to import tax withholdings associated with higher revenue from Brazil resellers for the three-month period ended June 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 $1,600, or 1.1%, to $153,100 for the three months ended June 30, 2021 from $151,500 for the same period in 2020. Selling and marketing expenses represented approximately 17.0% and 14.2% of total revenue for the three months ended June 30, 2021 and 2020, respectively. The increase in selling and marketing expenses was due to higher consulting services as we continue to expand our sales and marketing 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 $39,900, or 16.7%, to $199,600 for the three months ended June 30, 2021 from $239,500 for the same period in 2020. General and administrative expenses represented approximately 22.2% and 22.5% of total revenue for the three months ended June 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, partially offset by higher legal fees 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 increase by $7,600, or 2.1% to $364,500 for the three months ended June 30, 2021 from $356,900 for the same period in 2020. This represented approximately 40.5% and 33.5% of total revenue for the three months ended June 30, 2021 and 2020, respectively.





Other Income


Other income decreased by $34,500 for the three months ended June 30, 2021, compare to the same periods in 2020. The decrease was primarily related to one-time, non-recurring license agreement with an existing customer for the use of our license for the prior year period, partially offset by the gain from marketable securities for the three months ended June 30,2021.

Results of Operations for the Six-Month Periods Ended June 30, 2021 and 2020





                                              For the Six Months Ended
                                             June 30,          June 30,
                                               2021              2020          $ Change
                                            (Unaudited)      (Unaudited)

Revenues                                   $   1,759,300     $  1,910,700     $ (151,400 )
Cost of revenues                                  89,800           75,500         14,300
Gross profit                                   1,669,500        1,835,200       (165,700 )

Operating expenses:
Selling and marketing                            296,100          255,900         40,200
General and administrative                       414,300          468,500        (54,200 )
Research and development                         727,600          720,900          6,700
Total operating expenses                       1,438,000        1,445,300         (7,300 )

Income from operations                           231,500          389,900       (158,400 )

Other income:
Unrealized gain on marketable securities          26,600                -         26,600
Other income                                     269,800           46,900        222,900
                                                 296,400           46,900        249,500

Income before provision for income taxes 527,900 436,800 91,100 Provision for income taxes

                             -            5,000         (5,000 )
Net income                                 $     527,900     $    431,800     $   96,100




Revenues


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





                          For the Six Months Ended
                          June 30,         June 30,
                            2021             2020          $ Change
Revenue
Software Licenses
Windows                 $     351,200     $   396,900     $  (45,700 )
UNIX/Linux                     23,000          54,900        (31,900 )
Total                         374,200         451,800        (77,600 )

Software Service Fees
Windows                     1,247,900       1,064,100        183,800
UNIX/Linux                     94,100         121,800        (27,700 )
Total                       1,342,000       1,185,900        156,100

Other                          43,100         273,000       (229,900 )
                        $   1,759,300     $ 1,910,700     $ (151,400 )




Software Licenses


Windows software licenses revenue decreased by $45,700 or 11.5% to $351,200 during the six months ended June 30, 2021, from $396,900 for the same period in 2020. The decrease for the six months ended June 30,2021 was due to lower 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 $31,900 or 58.1% to $23,000 for the six months ended June 30, 2021 from $54,900 for the same periods of 2020. The decrease was primarily due to lower revenue from lower stocking and standard order licenses.





Software Service Fees


Service fees attributable to our Windows product service increased by $183,800 or 17.3% to $1,247,900 during the six months ended June 30, 2021, from $1,064,100 for the same period in 2020. The increase was primarily due to revenue in Windows subscription license orders.

Service fees revenue attributable to our UNIX products decreased by $27,700 or 22.7% to $94,100 during the six months ended June 30, 2021, from $121,800 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 $229,900 or 84.2% for the six months ended June 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 six months ended June 30, 2021 increased by $14,300, or 18.9%, to $89,800 for the six months ended June 30, 2021 from $75,500 for the same period in 2021. Cost of revenue represented 5.1% and 4.0% of total revenue for the six months ended June 30, 2021 and 2020, respectively. The primarily increase was due to increase import tax withholdings associated with higher revenue from Brazil resellers for the six-month period ended June 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 $40,200, or 15.7%, to $296,100 for the six months ended June 30, 2021 from $255,900 for the same period in 2020. Selling and marketing expenses represented approximately 16.8% and 13.4% of total revenue for the six months ended June 2021 and 2020, respectively. The increase in selling and marketing expenses was due to an increase in consulting services as we continue to expand our 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 $54,200, or 11.6%, to $414,300 for the six months ended June 30, 2021 from $468,500 for the same period in 2020. General and administrative expenses represented approximately 23.5% and 24.5% of total revenue for the six months ended June 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, partially offset by higher 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 $6,700, or 0.9% to $727,600 for the six months ended June 30, 2021 from $720,900 for the same period in 2020. This represented approximately 41.4% and 37.7% of total revenue for the six months ended June 30, 2021 and 2020, respectively.

The increase in research and development expense was primarily due to an increase in benefit costs and consulting fees associated with a new release of our GO-Global product.





Other Income


Other income increased by $249,500 for the six months ended June 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 June 30, 2021, we had cash of $4,403,300 and a working capital position of $3,766,600 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 June 30, 2021 was primarily the result of cash provided by operations 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 six months ended June 30, 2021 and 2020.





                                                For the Six Months Ended
                                                June 30,          June 30,
                                                  2021              2020

Cash flows used in operating activities $ 132,300 $ 413,800 Cash flows used by investing activities $ (24,200 ) $ - Cash flows provided by financing activities $

           -       $ 417,000

Net cash flows provided by operating activities for the six months ended June 30, 2021 amounted to $132,300, compared to cash flows provided by operating activities of $431,800 for the six months ended June 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, 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 six months ended June 30, 2021 amount to $24,200 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 six months ended June 30,2021. Net cash provided by financing activities for the six months ended June 30, 2020 amounted to $417,000. We received gross proceeds of $480,100 from the Rights Offering and paid $63,100 of issuance cost for the six months ended June 30, 2020.

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