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, 2021 which was filed with the Securities and Exchange Commission (the
    "SEC") on March 31, 2022, 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 2021 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, 2022 and 2021

The following are the results of our operations for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021.





                                                For the Three Months Ended
                                              June 30,             June 30,
                                                2022                 2021             $ Change
                                            (unaudited)           (unaudited)
Revenues                                   $      961,700       $       899,100     $      62,500
Cost of revenues                                   48,800                45,600             3,200
Gross profit                                      912,900               853,500            59,300

Operating expenses:
Selling and marketing                             315,900               153,100           162,800
General and administrative                        165,900               199,600           (33,700 )
Research and development                          380,800               364,500            16,300
Total operating expenses                          862,600               717,200           145,400

Income from operations                             50,300               136,300           (86,100 )

Other income (loss):
Unrealized gain on marketable securities          (29,900 )              12,400           (42,200 )
Interest and other income                             900                     -               900
Other income (loss)                               (29,000 )              12,400           (41,300 )
Income before provision for income taxes           21,300               148,700          (127,400 )
Net income                                 $       21,300       $       148,700     $    (127,400 )




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.





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The following is a summary of our revenues by category for the three months ended June 30, 2022 and 2021.





                          For the Three Months Ended
                           June 30,           June 30,
                             2022               2021        $ Change
Revenue
Software Licenses
Windows                 $      122,400       $  169,300     $ (46,900 )
UNIX/Linux                       9,600            5,500         4,100
Total                          132,000          174,800       (42,800 )

Software Service Fees
Windows                        776,600          657,700       118,900
UNIX/Linux                      32,000           45,000       (13,000 )
Total                          808,600          702,700       105,900

Other                           21,000           21,600          (600 )
                        $      961,600       $  899,100     $  62,500




Software Licenses


Windows software licenses revenue decreased by $46,900 or 27.7% to $122,400 during the three months ended June 30, 2022, from $169,300 for the same period in 2021. The decrease was primarily due to lower level of stocking orders and standard licenses orders sold for the three months ended June 30,2022.

Software licenses revenue from our UNIX/Linux products increased by $4,100 or 74.5% to $9,600 for the three months ended June 30, 2022 from $5,500 for the same periods of 2021. The increase was primarily due to higher revenue from stocking order licenses, offset by lower level of standard license sale.





Software Service Fees


Service fees attributable to our Windows product service increased by $118,900 or 18.1% to $776,600 during three months ended June 30, 2022, from $657,700 for the same period in 2021. The increase was due to an increase in maintenance renewals from existing customers and higher subscription license orders.

Service fees revenue attributable to our UNIX products decreased by $13,000 or 28.9% to $32,000 during the three months ended June 30, 2022, from $45,000 for the same period in 2021. The decrease was primarily the result of the lower level of UNIX product sales throughout the prior year and an expiration of a long-term maintenance contract.





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, 2022 increased by $3,200, or 7.0%, to $48,800 for the three months ended June 30, 2022 from $45,600 for the same period in 2021. Cost of revenue 5.1% of total revenue for the three months ended June 30, 2022 and for the same period in 2021. The increase was due to import tax withholdings associated with higher revenue from Brazil resellers for the three-month period ended June 30, 2022.

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 $162,800, or 106.3%, to $315,900 for the three months ended June 30, 2022 from $153,100 for the same period in 2021. Selling and marketing expenses represented approximately 32.9% and 22.2% of total revenue for the three months ended June 30 2022 and 2021, 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 for the three months ended June 30, 2022.





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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 16.9%, to $165,900 for the three months ended June 30, 2022 from $199,600 for the same period in 2021. General and administrative expenses represented approximately 17.3% and 22.2% of total revenue for the three months ended June 30, 2022 and 2021, respectively.

The decrease in general and administrative expense was primarily due to reduction in outside service fees and employee related expenses during the three months ended June 30, 2022.

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 $16,300, or 4.5% to $380,800 for the three months ended June 30, 2022 from $364,500 for the same period in 2021. This represented approximately 39.6% and 40.5% of total revenue for the three months ended June 30, 2022 and 2021, respectively.

The increase in research and development expense was primarily due to an increase in wages and software subscriptions during the three months ended June 30, 2022.





Other Income



Other income decreased by $127,400 for the three months ended June 30, 2022, compared to the same periods in 2021. The decrease primarily due to a decline in the value of marketable securities relative to the three months ended June 30,2021.

Results of Operations for the Six-Month Periods Ended June 30, 2022 and 2021





                                              For the Six Months Ended
                                             June 30,          June 30,
                                               2022              2021          $ Change
                                            (Unaudited)      (Unaudited)
Revenues                                   $   1,911,800     $  1,759,300     $  152,500
Cost of revenues                                 126,200           89,800         36,400
Gross profit                                   1,785,600        1,669,500        116,100

Operating expenses:
Selling and marketing                            439,000          296,100        142,900
General and administrative                       370,800          414,300        (43,500 )
Research and development                         763,500          727,600         35,900
Total operating expenses                       1,573,300        1,438,000        135,300

Income from operations                           212,300          231,500        (19,200 )

Other income: Unrealized gain on marketable securities (85,500 ) 26,600 (112,100 ) Other income

                                       1,000          269,800       (268,800 )
                                                 (84,500 )        296,400       (380,900 )

Income before provision for income taxes 127,800 527,900 (400,100 ) Provision for income taxes

                             -                -              -
Net income                                 $     127,800     $    527,900     $ (400,100 )




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Revenues


The following is a summary of our revenues by category for the six months ended June 30, 2022 and 2021.





                          For the Six Months Ended
                          June 30,         June 30,
                            2022             2021         $ Change
Revenue
Software Licenses
Windows                 $     299,500     $   351,200     $ (51,700 )
UNIX/Linux                     14,000          23,000        (9,000 )
Total                         313,500         374,200       (60,700 )

Software Service Fees
Windows                     1,491,200       1,247,900       243,300
UNIX/Linux                     65,100          94,100       (29,000 )
Total                       1,556,300       1,342,000       214,300

Other                          42,000          43,100        (1,100 )
                        $   1,911,800     $ 1,759,300     $ 152,500




Software Licenses


Windows software licenses revenue decreased by $51,700 or 14.7% to $299,500 during the six months ended June 30, 2022, from $351,200 for the same period in 2021. The decrease for the six months ended June 30,2022 was due to lower license orders from standard licenses, offset by increase of stocking orders.

Software licenses revenue from our UNIX/Linux products decreased by $9,000 or 39.1% to $14,000 for the six months ended June 30, 2022 from $54,900 for the same period of 2021. The decrease was primarily due to lower revenue from standard order licenses offset by higher stocking order licenses during the six months ended June 30,2022.





Software Service Fees


Service fees attributable to our Windows product service increased by $243,300 or 19.5% to $1,491,200 during the six months ended June 30, 2022, from $1,247,900 for the same period in 2021. The increase was due to an increase in maintenance renewals from existing customers and higher subscription license orders.

Service fees revenue attributable to our UNIX products decreased by $29,000 or 30.8% to $65,100 during the six months ended June 30, 2022, from $94,100 for the same period in 2021. The decrease was primarily the result of the lower level of UNIX product sales throughout the prior year and an 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 $1,100 or 2.62% for the six months ended June 30, 2022, compared to the same period in 2021.





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, 2022 increased by $36,400, or 40.5%, to $126,200 for the six months ended June 30, 2022 from $89,800 for the same period in 2021. Cost of revenue represented 6.6% and 5.1% of total revenue for the six months ended June 30, 2022 and 2021, 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, 2022.





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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 $142,900, or 48.3%, to $439,000 for the six months ended June 30, 2022 from $296,100 for the same period in 2020. Selling and marketing expenses represented approximately 19.4% and 23.5% of total revenue for the six months ended June 2022 and 2021, 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.

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 $43,500, or 10.5%, to $370,800 for the six months ended June 30, 2022 from $414,300 for the same period in 2021. General and administrative expenses represented approximately 19.4% and 23.5% of total revenue for the six months ended June 30, 2022 and 2021, respectively.

The decrease in general and administrative expense was primarily due to reduction of employee related fees, outside service fees and patent legal 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 $35,900, or 4.9% to $763,500 for the six months ended June 30, 2022 from $727,600 for the same period in 2021. This represented approximately 39.9% and 41.4% of total revenue for the six months ended June 30, 2022 and 2021, respectively.

The increase in research and development expense was primarily due to increase in wages and software subscriptions.





Other Income


Other income decreased by $380,900 for the six months ended June 30, 2022, compare to the same periods in 2021 was primarily related to income from the sale of certain patents and unrealized gain of marketable securities during the prior year.

Liquidity and Capital Resources

As of June 30, 2022, we had cash of $5,207,200 and a working capital position of $4,374,600 as compared to cash of $4,755,300 and a working capital position of $4,316,500 at December 31, 2021. The increase in cash as of June 30, 2022 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.

The following is a summary of our cash flows from operating, investing and financing activities for the six months ended June 30, 2022 and 2021.





                                                For the Six Months Ended
                                                June 30,          June 30,
                                                  2022              2021

Cash flows provided by operating activities $ 462,200 $ 132,300 Cash flows used in investing activities $ (10,100 ) $ (24,200 ) Cash flows provided by financing activities $

           -       $       -




Net cash flows provided by operating activities for the three months ended June 30, 2022 was $462,000 while net cash flows provided for the three months ended June 30,2021 was $132,300. The increase in cash flows provided by operating activities is the result of an increase in deferred revenue and change in value in marketable securities compared to the prior year period.

The Company had net cash flows of $10,100 used in investing activities for the six months ended June 30, 2022, while the Company had net cash flows of $24,200 for the same periods ended June 30, 2021. The Company expended $10,100 on the repurchase of 24,333 shares of treasury stock during the six months ended June 30,2022.

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