UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Amendment No. 1)
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from________ to ________
Commission File Number 0-53722
MINIM, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 04-2621506 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
03101 | ||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (617) 423-1072
(Former Name or Former Address, and Former Fiscal Year, if Changed Since Last Report)
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, $0.01 per share | MINM | The Nasdaq Capital Market |
Indicate by check mark whether the registrant: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 ☑ NO
Yes ☒ 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 Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☑ NO
Yes ☒ 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”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | ||
Non-accelerated filer | Smaller Reporting Company | ||
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
Yes ☐ NO ☑
The number of shares outstanding of the registrant’s Common Stock, $.01 par value, as of November 6, 2017,August 17, 2022, was 15,067,790 shares.
EXPLANATORY NOTE
Overview
Minim, Inc. (“Minim”, the “Company”, “we”, “our” and similar terms) is filing this Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022 to amend and restate certain items presented in our Annual Report on Form 10-K/A for the year ended December 31, 2021 which was filed with the Securities and Exchange Commission (“SEC”) on August 19, 2022. The original Annual Report on Form 10-K for the year ended December 31, 2021 was filed on March 31, 2022 (the “Original Form 10-K”). The original Quarterly Report on Form 10-Q for the period ended March 31, 2022 was filed with the SEC on May 12, 2022 (the “Original 10-Q”).
The Form 10-Q/A contains our restated annual financial statements as of and for the period ended March 31, 2022 and year ended December 31, 2021. This Form 10-Q/A includes a restatement of our consolidated balance sheet as of March 31, 2022 and December 31, 2021 and the related consolidated statements of stockholders’ equity for the periods then ended. This Form 10-Q/A also includes amendments to:
(1) Part I, Item 1A, Risk Factors,
(2) Part I, Item 1 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as of and for the period ended March 31, 2022,
(3) management’s determinations with respect to disclosure controls and procedures and internal control over financial reporting for the period ended March 31, 2022 contained in Part I, Item 4, “Controls and Procedures”; and
(4) the Chief Executive Officer and Chief Financial Officer certifications in Exhibits 31.1, 31.2, and 32.1 and the financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibit 101.
See below and Part I, Item 1, Note 12, “Restatement of Previously Issued Consolidated Financial Statements” in the notes to the consolidated financial statements included in this Form 10-Q/A, for a detailed discussion of the effect of the restatement on the previously issued financial statements as of and for the period ended March 31, 2022.
Other than as described above, this Form 10-Q/A does not reflect adjustments for events occurring after the filing of the Original Form 10-Q except to the extent that they are otherwise required to be included and discussed herein.
For the convenience of the reader, we have included all items in this Form 10-Q/A which supersedes in its entirety the Original Form 10-Q.
Background on the Restatement
On August 3, 2022, the Audit Committee of the Company, after consultation with the Company’s management, concluded that the following financial statements previously filed by the Company with the Securities and Exchange Commission (“SEC”) should no longer be relied upon due to errors in such financial statements relating to the recording and reporting of inventory costing, inventory reserves, and related internal controls (the “Inventory Costing Errors”):
(1) the fiscal year ended December 31, 2021; and
(2) the fiscal quarter ended March 31, 2022 (collectively, the “Non-Reliance Periods”).
Accordingly, investors should no longer rely upon the Company’s previously released financial statements for the Non-Reliance Periods and should rely instead on the 10-K/A as well as this 10-Q/A filed for the fiscal quarter ended March 31, 2022. In addition, investors should no longer rely upon earnings releases for these periods and other communications relating to these financial statements. The Company’s management identified the Inventory Costing Errors during its inventory testing procedures for the preparation of the Company’s financial statements for the quarterly period ended June 30, 2022.
The correction of the Inventory Costing Errors resulted in the determination that customer returned inventory was not properly valued and inventory for the year ended December 31, 2021 was understated by $1,912,817. The Company, upon conducting an analysis of the impact of insufficient reserves on previously reported financial results in conjunction with the customer returned inventory error, determined that the inventory reserves for the year ended December 31, 2021 were understated by $524,744. The aggregate net impact of the Inventory Costing Errors to the year ended December 31, 2021 increases inventory and reduces net loss by $1,388,073. The Inventory Costing Errors did not result in required adjustments to the consolidated statement of operations and consolidated statement of cash flows for the period ended March 31, 2022. The aggregate net impact of $1,338,073 amended and accounted for in the year ended December 31, 2021 resulted in amending the consolidated balance sheet for the period ended March 31, 2022 by increasing inventory and reducing accumulated deficit by $1,338,073.
The Inventory Costing Errors did not impact the period ended March 31, 2021.
For the period ended March 31, 2022, the foregoing changes did not have any impact on the Company’s cash position, cash flows, revenues, statement of operations, or liquidity and did not affect compliance with the financial covenants contained in the Company’s credit facility or compliance with any other agreement of the Company.
Management has considered the effect of the Inventory Costing Errors on the Company’s prior conclusion to the adequacy of its internal controls over financial reporting and disclosure controls and procedures as of the end of December 31, 2021 and March 31, 2022. As a result of the Inventory Costing Errors, management has determined that material weaknesses existed in the Company’s internal control over financial reporting as of the end of December 31, 2021 and March 31, 2022. See Part II Item 9A – Controls and Procedures in the Company’s Form 10-K/A for the year ended December 31, 2021 for a description of these matters.
2 |
As a result of the restatement included herein caused by the Inventory Costing Errors, the Company is reporting herein inventories, net, for the period ended March 31, 2022 and year ended December 31, 2021 of $31,345,231 and $33,891,287, respectively, compared to the originally reported $29,957,158 and $32,503,214, respectively. Accumulated deficit for the period ended March 31, 2022 and year ended December 31, 2021 is amended to $61,824,110 and $59,285,610, respectively, from originally reported $63,212,183 and $60,673,683, respectively.
The following table summarizes the effects of the restatement on certain key items of the Company’s previously issued consolidated financial statements for the period ended March 31, 2022:
Period ended March 31, 2022 | ||||||||||||||||
As Previously Reported | Inventory Costing Errors | Inventory Reserve Error | As Restated | |||||||||||||
Selected balance sheet amounts | ||||||||||||||||
Inventories, net | $ | 29,957,158 | $ | 1,912,817 | $ | (524,744 | ) | $ | 31,345,231 | |||||||
Total assets | 48,287,906 | 1,912,817 | (524,744 | ) | 49,675,979 | |||||||||||
Accumulated deficit | (63,212,183 | ) | 1,912,817 | (524,744 | ) | (61,824,110 | ) | |||||||||
Total stockholders’ equity | 27,221,984 | 1,912,817 | (524,744 | ) | 28,610,057 |
Year ended December 31, 2021 | ||||||||||||||||
As Previously Reported | Inventory Costing Errors | Inventory Reserve Error | As Restated | |||||||||||||
Selected balance sheet amounts | ||||||||||||||||
Inventories, net | $ | 32,503,214 | $ | 1,912,817 | $ | (524,744 | ) | $ | 33,891,287 | |||||||
Total assets | 52,912,959 | 1,912,817 | (524,744 | ) | 54,301,032 | |||||||||||
Accumulated deficit | (60,673,683 | ) | 1,912,817 | (524,744 | ) | (59,285,610 | ) | |||||||||
Total stockholders’ equity | 29,098,440 | 1,912,817 | (524,744 | ) | 30,486,513 |
3 |
MINIM, INC. AND SUBSIDIARIES
INDEX
4 |
PART I - FINANCIAL INFORMATION
ITEM 1. | FINANCIAL STATEMENTS |
MINIM, INC.
Consolidated Balance Sheets
ASSETS | September 30, 2017 (Unaudited) | December 31, 2016 |
Current assets | ||
Cash and cash equivalents | $90,853 | $179,846 |
Accounts receivable, net of allowances of $661,892 at September 30, 2017 and $507,296 at December 31, 2016 | 2,104,555 | 2,498,259 |
Inventories, net | 5,306,662 | 4,926,612 |
Prepaid expenses and other current assets | 935,984 | 652,402 |
Total current assets | 8,438,054 | 8,257,119 |
Other assets | 398,824 | 588,907 |
Equipment, net | 187,374 | 175,743 |
Total assets | $9,024,252 | $9,021,769 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current liabilities | ||
Bank debt | $594,778 | $1,306,620 |
Accounts payable | 3,761,662 | 2,502,323 |
Accrued expenses | 1,214,240 | 1,051,616 |
Total liabilities | 5,570,680 | 4,860,559 |
Commitments and contingencies (Note 4) | ||
Stockholders' equity | ||
Common stock: Authorized: 25,000,000 shares at $0.01 par value | ||
Issued and outstanding: 15,037,790 shares at September 30, 2017 and 14,685,290 shares at December 31, 2016 | 150,378 | 146,853 |
Additional paid-in capital | 40,163,143 | 39,893,919 |
Accumulated deficit | (36,859,949) | (35,879,562) |
Total stockholders' equity | 3,453,572 | 4,161,210 |
Total liabilities and stockholders' equity | $9,024,252 | $9,021,769 |
March 31, 2022 (Unaudited, | December 31, 2021 (As Restated) | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 10,048,871 | $ | 12,570,445 | ||||
Restricted cash | 500,000 | 500,000 | ||||||
Accounts receivable, net of allowance of doubtful accounts of $246,534 and $236,819 as of March 31, 2022 and December 31, 2021, respectively | 5,202,262 | 4,880,663 | ||||||
Inventories, net | 31,345,231 | 33,891,287 | ||||||
Prepaid expenses and other current assets | 641,374 | 587,885 | ||||||
Total current assets | 47,737,738 | 52,430,280 | ||||||
Equipment, net | 805,679 | 762,818 | ||||||
Operating lease right-of-use assets, net | 195,821 | 241,626 | ||||||
Goodwill | 58,872 | 58,872 | ||||||
Intangible assets, net | 232,312 | 262,698 | ||||||
Other assets | 645,557 | 544,738 | ||||||
Total assets | $ | 49,675,979 | $ | 54,301,032 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Bank credit line | $ | 7,071,901 | $ | 5,065,074 | ||||
Accounts payable | 8,208,513 | 12,458,246 | ||||||
Current maturities of government loan | 7,731 | 34,237 | ||||||
Current maturities of operating lease liabilities | 123,891 | 143,486 | ||||||
Accrued expenses | 4,749,664 | 5,279,917 | ||||||
Deferred revenue, current | 404,453 | 291,296 | ||||||
Total current liabilities | 20,566,153 | 23,272,256 | ||||||
Operating lease liabilities, less current maturities | 72,198 | 98,811 | ||||||
Deferred revenue, noncurrent | 427,571 | 443,452 | ||||||
Total liabilities | 21,065,922 | 23,814,519 | ||||||
Commitments and Contingencies (Note 6) | - | - | ||||||
Stockholders’ equity | ||||||||
Preferred Stock, authorized: shares at $ par value; shares issued and outstanding | — | — | ||||||
Common Stock, authorized: shares at $ par value; issued and outstanding: shares at March 31, 2022 and shares at December 31, 2021 respectively | 460,657 | 458,850 | ||||||
Additional paid-in capital | 89,973,510 | 89,313,273 | ||||||
Accumulated deficit | (61,824,110 | ) | (59,285,610 | ) | ||||
Total stockholders’ equity | 28,610,057 | 30,486,513 | ||||||
Total liabilities and stockholders’ equity | $ | 49,675,979 | $ | 54,301,032 |
See accompanying notes to condensed consolidated financial statements.
5 |
MINIM, INC.
Consolidated Statements of Operations
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||
2017 | 2016 | 2017 | 2016 | |
Net sales | $8,582,076 | $5,990,432 | $20,556,157 | $12,688,142 |
Cost of goods sold | 5,515,753 | 4,064,834 | 13,561,520 | 8,727,755 |
Gross profit | 3,066,323 | 1,925,598 | 6,994,637 | 3,960,387 |
Operating expenses: | ||||
Selling | 1,812,921 | 1,473,787 | 5,341,239 | 3,520,030 |
General and administrative | 383,475 | 354,237 | 1,153,753 | 1,236,239 |
Research and development | 457,309 | 352,849 | 1,367,718 | 1,154,789 |
2,653,705 | 2,180,873 | 7,862,710 | 5,911,058 | |
Operating income (loss) | 412,618 | (255,275) | (868,073) | (1,950,671) |
Other income (expense): | ||||
Interest income | 22 | 21 | 59 | 238 |
Interest expense | (30,636) | (27,778) | (87,178) | (32,115) |
Other, net | 65 | 41,482 | (11,072) | 42,232 |
Total other income (expense) | (30,549) | 13,725 | (98,191) | 10,355 |
Income (loss) before income taxes | 382,069 | (241,550) | (966,264) | (1,940,316) |
Income taxes | 4,984 | 2,034 | 14,123 | 3,312 |
Net income (loss) | $377,085 | $(243,584) | $(980,387) | $(1,943,628) |
Net income (loss) per share: | ||||
Basic | $0.03 | $(0.02) | $(0.07) | $(0.14) |
Diluted | $0.02 | $(0.02) | $(0.07) | $(0.14) |
Basic weighted average common and common equivalent shares | 14,953,285 | 13,877,407 | 14,851,229 | 13,722,680 |
Diluted weighted average common and common equivalent shares | 16,419,374 | 13,877,407 | 14,851,229 | 13,722,680 |
2022 | 2021 | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2022 | 2021 | |||||||
Net sales | $ | 13,299,255 | $ | 15,017,574 | ||||
Cost of goods sold | 9,108,018 | 9,913,784 | ||||||
Gross profit | 4,191,237 | 5,103,790 | ||||||
Operating expenses: | ||||||||
Selling and marketing | 3,652,026 | 3,173,950 | ||||||
General and administrative | 1,451,032 | 1,077,368 | ||||||
Research and development | 1,542,582 | 1,388,170 | ||||||
Total operating expenses | 6,645,640 | 5,639,488 | ||||||
Operating loss | (2,454,403 | ) | (535,698 | ) | ||||
Other income (expense): | ||||||||
Interest expense, net | (78,097 | ) | (28,322 | ) | ||||
Gain on forgiveness of debt (Note 5) | — | 20,000 | ||||||
Total other income (expense) | (78,097 | ) | (8,322 | ) | ||||
Loss before income taxes | (2,532,500 | ) | (544,020 | ) | ||||
Income tax provision | 6,000 | 1,500 | ||||||
Net loss | $ | (2,538,500 | ) | $ | (545,520 | ) | ||
Basic and diluted net loss per share | $ | (0.06 | ) | $ | (0.02 | ) | ||
Weighted average common and common equivalent shares: Basic and diluted | 46,003,232 | 35,254,243 |
See accompanying notes to condensed consolidated financial statements.
6 |
MINIM, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
(Unaudited)
For the three months ended March 31, 2022
Common Stock | Additional Paid In | Accumulated | ||||||||||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
Balance at December 31, 2021 (as restated) | 45,885,043 | $ | 458,850 | $ | 89,313,273 | $ | (59,285,610 | ) | $ | 30,486,513 | ||||||||||
Net loss | — | — | — | (2,538,500 | ) | (2,538,500 | ) | |||||||||||||
Stock option exercises | 180,774 | 1,807 | 97,362 | — | 99,169 | |||||||||||||||
Stock-based compensation | — | — | 562,875 | — | 562,875 | |||||||||||||||
Balance at March 31, 2022 (as restated) | 46,065,817 | $ | 460,657 | $ | 89,973,510 | $ | (61,824,110 | ) | $ | 28,610,057 |
For the three months ended March 31, 2021
Common Stock | Additional Paid In | Accumulated | ||||||||||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
Balance at December 31, 2020 | 35,074,922 | $ | 350,749 | $ | 64,526,664 | $ | (57,086,943 | ) | $ | 7,790,470 | ||||||||||
Net loss | — | — | — | (545,520 | ) | (545,520 | ) | |||||||||||||
Stock option exercises | 287,932 | 2,879 | 376,268 | — | 379,147 | |||||||||||||||
Stock-based compensation | — | — | 404,718 | — | 404,718 | |||||||||||||||
Balance at March 31, 2021 | 35,362,854 | $ | 353,628 | $ | 65,307,650 | $ | (57,632,463 | ) | $ | 8,028,815 |
See accompanying notes to consolidated financial statements.
7 |
MINIM, INC.
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30, | ||
2017 | 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $(980,387) | $(1,943,628) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 391,181 | 389,487 |
Stock based compensation | 170,074 | 164,795 |
Provision for accounts receivable allowances | 540 | 8,988 |
Provision for inventory reserves | 186,440 | 10,450 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 393,164 | (1,801,446) |
Inventories | (566,490) | (1,454,910) |
Prepaid expenses and other assets | (327,462) | (193,245) |
Accounts payable and accrued expenses | 1,421,963 | 1,084,228 |
Net cash provided by (used in) operating activities | 689,023 | (3,735,281) |
Cash flows from investing activities: | ||
Cost of other assets | (75,000) | (295,000) |
Additions to plant and equipment | (93,849) | (32,303) |
Net cash provided by (used in) investing activities | (168,849) | (327,303) |
Cash flows from financing activities: | ||
Net funds received from (to) bank credit lines | (711,842) | 2,141,799 |
Proceeds from stock option exercises | 102,675 | 249,389 |
Net cash provided by (used in) financing activities | (609,167) | 2,391,188 |
Net change in cash | (88,993) | (1,671,396) |
Cash and cash equivalents at beginning of period | 179,846 | 1,846,704 |
Cash and cash equivalents at end of period | $90,853 | $175,308 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for: | ||
Interest | $87,178 | $32,115 |
Income taxes | $14,123 | $3,312 |
2022 | 2021 | |||||||
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Cash flows used in operating activities: | ||||||||
Net loss | $ | (2,538,500 | ) | $ | (545,520 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 130,727 | 167,293 | ||||||
Amortization of right-of-use assets | 45,805 | 18,916 | ||||||
Amortization of debt issuance costs | 17,605 | 2,418 | ||||||
Amortization of sales contract costs | 9,605 | 5,566 | ||||||
Stock based compensation | 562,875 | 404,718 | ||||||
Provision for accounts receivable allowances | 9,714 | — | ||||||
Provision for inventory reserves | 40,266 | — | ||||||
Non-cash loan forgiveness | — | (20,000 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (331,313 | ) | 557,314 | |||||
Inventories | 2,505,790 | (1,479,232 | ) | |||||
Prepaid expenses and other current assets | (53,489 | ) | (3,624 | ) | ||||
Other assets | 17,778 | (110,447 | ) | |||||
Accounts payable | (4,179,887 | ) | (1,365,295 | ) | ||||
Accrued expenses | (600,100 | ) | (2,811,777 | ) | ||||
Deferred revenue | 97,276 | 228,436 | ||||||
Operating lease liabilities | (46,208 | ) | (18,513 | ) | ||||
Net cash used in operating activities | (4,312,056 | ) | (4,969,747 | ) | ||||
Cash flows from investing activities: | ||||||||
Purchases of equipment | (115,103 | ) | (257,563 | ) | ||||
Certification costs capitalized | (156,300 | ) | — | |||||
Net cash used in investing activities | (271,403 | ) | (257,563 | ) | ||||
Cash flows from financing activities: | ||||||||
Net proceeds from the SVB bank credit line | 1,989,222 | 7,009,270 | ||||||
Repayment of the Rosenthal bank credit line | — | (2,442,246 | ) | |||||
Costs associated with bank credit line | — | (92,905 | ) | |||||
Repayment of government loan | (26,506 | ) | — | |||||
Proceeds from stock option exercises | 99,169 | 379,147 | ||||||
Net cash provided by financing activities | 2,061,885 | 4,853,266 | ||||||
Net decrease in cash and cash equivalents | (2,521,574 | ) | (374,044 | ) | ||||
Cash, cash equivalents, and restricted cash - Beginning | 13,070,445 | 1,571,757 | ||||||
Cash, cash equivalents, and restricted cash - Ending | $ | 10,548,871 | $ | 1,197,713 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | 78,331 | $ | 25,945 | ||||
Income taxes | $ | 6,000 | $ | 1,500 | ||||
Cash is reported on the consolidated statements of cash flows as follows: | ||||||||
Cash and cash equivalents | $ | 10,048,871 | $ | 397,713 | ||||
Restricted cash | 500,000 | 800,000 | ||||||
Total cash, cash equivalents and restricted cash | $ | 10,548,871 | $ | 1,197,713 |
See accompanying notes to condensed consolidated financial statements.
8 |
MINIM, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(1) SummaryNATURE OF OPERATIONS AND BASIS OF PRESENTATION
Minim, Inc. and its wholly owned subsidiaries, Cadence Connectivity, Inc., MTRLC LLC, and Minim Asia Private Limited, are herein collectively referred to as “Minim” or the “Company”. The Company delivers intelligent networking products that reliably and securely connect homes and offices around the world. We are the exclusive global license holder to the Motorola brand for home networking hardware. The Company designs and manufactures products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax (“MoCA”) adapters and mesh home networking devices. Our AI-driven cloud software platform and applications make network management and security simple for home and business users, as well as the service providers that assist them— leading to higher customer satisfaction and decreased support burden.
On January 21, 2022, Zoom Connectivity, Inc. filed with the Secretary of Significant Accounting Policies
Restatement
Subsequent to the issuance of the financial statements for the period ended March 31, 2022, the Company’s management identified the Inventory Costing Errors during its inventory testing procedures for the preparation of the Company’s financial statements for the quarterly period ended June 30, 2022. In connection with this review, the Company identified that customer returned product was not properly valued due to incorrect costs per unit being applied, resulting in a $1,912,817 in undervalued inventory for the year ended December 31, 2021. The accompanying condensedCompany’s enterprise resource planning (“ERP”) system requires manual, rather than systematic, inputted costs per unit on certain inventory transactions. In conjunction with the inventory costing review, the Company conducted an analysis on inventory reserves and identified additional inventory reserves and provisions of $524,744. The inventory reserves are specific to the inventory costing error and excess product on hand for a product. The aggregate net impact of the Inventory Costing Errors for the year ended December 31, 2021 increases inventory and reduces net loss by $1,388,073. The Inventory Costing Errors did not result in adjustments to the consolidated statement of operations and consolidated statement of cash flows for the period ended March 31, 2022. The aggregate net impact of $1,338,073 amended and accounted in the year ended December 31, 2021 results in amended consolidated balance sheet for the period ended March 31, 2022 by increasing inventory and reducing accumulated deficit by $1,338,073.
The Inventory Costing Errors did not impact the period ended March 31, 2021.
For the period ended March 31, 2022, the foregoing changes did not have any impact on the Company’s cash position, cash flows, revenues, statement of operations, or liquidity and does not affect compliance with the financial covenants contained in the Company’s credit facility or compliance with any other agreement of the Company.
The following table summarizes the effects of the restatement on certain key items of the Company’s previously issued consolidated financial statements (“for the period ended March 31, 2022:
SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Period ended March 31, 2022 | ||||||||||||||||
As Previously Reported | Inventory Costing Errors | Inventory Reserve Error | As Restated | |||||||||||||
Selected balance sheet amounts | ||||||||||||||||
Inventories, net | $ | 29,957,158 | $ | 1,912,817 | $ | (524,744 | ) | $ | 31,345,231 | |||||||
Total assets | 48,287,906 | 1,912,817 | (524,744 | ) | 49,675,979 | |||||||||||
Accumulated deficit | (63,212,183 | ) | 1,912,817 | (524,744 | ) | (61,824,110 | ) | |||||||||
Total stockholders’ equity | 27,221,984 | 1,912,817 | (524,744 | ) | 28,610,057 |
Year ended December 31, 2021 | ||||||||||||||||
As Previously Reported | Inventory Costing Errors | Inventory Reserve Error | As Restated | |||||||||||||
Selected balance sheet amounts | ||||||||||||||||
Inventories, net | $ | 32,503,214 | $ | 1,912,817 | $ | (524,744 | ) | $ | 33,891,287 | |||||||
Total assets | 52,912,959 | 1,912,817 | (524,744 | ) | 54,301,032 | |||||||||||
Accumulated deficit | (60,673,683 | ) | 1,912,817 | (524,744 | ) | (59,285,610 | ) | |||||||||
Total stockholders’ equity | 29,098,440 | 1,912,817 | (524,744 | ) | 30,486,513 |
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Basis of Presentation
The accompanying unaudited consolidated financial statements”statements of the Company have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are unaudited. However, thenormally required by U.S. generally accepted accounting principles (“GAAP”) can be condensed consolidated balance sheet as of December 31, 2016 was derived from audited financial statements.or omitted. In the opinion of management, the accompanying financial statements include all normal and recurring adjustments that are considered necessary adjustments to present fairlyfor the condensed consolidatedfair presentation of the Company’s financial position results of operations and cash flows of Zoom Telephonics, Inc. (the “Company” or “Zoom”). The adjustments are of a normal, recurring nature.
The results of the Company’s operations can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the Company's 2016same as those for the full year or any future periods.
Certain prior year amounts have been reclassified to conform to the current year presentation. None of the reclassifications impacted the consolidated statements of operations for the three- month period ended March 31, 2021.
Liquidity
The Company’s operations have historically been financed through the issuance of common stock and borrowings. Since inception, the Company has incurred significant losses and negative cash flows from operations. During the three months ended March 31, 2022, the Company incurred a net loss of $2.5million and had negative cash flows from operating activities of $4.3 million. As of March 31, 2022, the Company had an accumulated deficit of $61.8million and cash and cash equivalents of $10.0 million. The Company believes it has sufficient resources through its cash and cash equivalents, other working capital and borrowings under its SVB line-of-credit to continue as a going concern through at least one year from the issuance of these financial statements.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K10-K/A for the year ended December 31, 2016.
Recently Adopted Accounting Standards
None
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Recently Issued Accounting Standards
In MarchJune 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted ASU 2016-09 as of January 1, 2017 and elected an accounting policy to record forfeitures as they occur. The impact of this change in accounting policy had an insignificant effect on accumulated deficit as of January 1, 2017. ASU 2016-09 also provides that companies no longer record excess tax benefits or certain tax deficiencies in additional paid-in capital. Instead, all excess tax benefits and tax deficiencies are recorded as income tax expense or benefit in the statement of operations. There was no financial statement impact of adopting this provision of ASU 2016-09 as the Company is currently in a net operating loss position and the excess tax benefits that existed from options previously exercised had a full valuation allowance. The effects of adopting the remaining provisions in ASU 2016-09 affecting the classification of awards as either equity or liabilities when an entity partially settles the award in cash in excess of the employer’s minimum statutory withholding requirements and classification in the statement of cash flows did not have a significant impact on the Company’s financial position, results of operations or cash flows.
In November 2021, the FASB issued ASU No. 2021-10, “Government Assistance”. ASU 2021-10 includes tax credits, but not within Topic 740, “Income Taxes”, cash grants, grants of other assets and project grants. The ASU excludes transactions in which a government is a customer within ASC Topic 606, “Revenue from Contracts with Customers”. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early2021, with early adoption is permitted in any interim or annual period for fiscal years beginning after December 15, 2018. An entity should apply the amendments in ASU 2016-13 through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (modified-retrospective approach).permitted. The Company is currently evaluatingassessing the potential impact that the adoption of this ASU 2016-13 may have on its consolidated financial statements.
With the exception of the new standards discussed above, there have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s cashfinancial position, results of operations and cash equivalents balance on September 30, 2017 was approximately $91 thousand, down from $180 thousand on December 31, 2016. Major usesflows.
(3) REVENUE AND OTHER CONTRACTS WITH CUSTOMERS
Revenue is recognized for each distinct performance obligation as control is transferred to the customer. Revenue attributable to hardware products bundled with Software-as-a-Service (“SaaS”) offerings are recognized at the time control of cash werethe product transfers to the customer. The transaction price allocated to the SaaS offering is recognized ratably beginning when the customer is expected to activate their account and over a $980 thousand loss for the nine months ended September 30, 2017, a decrease of approximately $712 thousand in bank debt, an increase of approximately $380 thousand in inventory, and an increase of approximately $284 thousand in prepaid expenses. These were offset by an increase of approximately $1.4 million in accounts payable and accrued expenses, a decrease of approximately $394 thousand in accounts receivable, and a decrease of approximately $190 thousand in other assets.
Transaction Price Allocated to the Remaining Performance Obligations
The remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. Unsatisfied and partially unsatisfied performance obligations consist of contract liabilities, in-transit orders with destination terms, and non-cancellable backlog. Non-cancellable backlog includes goods for which customer purchase orders have been accepted, that are scheduled or in the past, the Company has experienced dramatic growth over the last yearprocess of being scheduled for shipment, and one-half. Sales in 2016 were up 65% over sales in 2015 and sales in the first nine months of 2017 were up 62% over sales in the first nine months of 2016. that are not yet invoiced.
Contract costs
The Company believes that year-over-year growth is likely to continue forrecognizes the foreseeable future due toincremental costs of obtaining a number of factors including the strength of the Motorola brand, new product introductions, increased shelf space, growing online retailer sales, and international expansion. Because of projected sales increases, the associated improved net income, and its Financing Agreement (as defined below)contract with
The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. These costs include sales commissions on SaaS contracts with a contract period of one year or less as sales commissions on contract renewals are commensurate with those paid on the initial contract.
Contract Balances
The Company records accounts receivable when it has an unconditional right to the consideration. Contract liabilities consist of deferred revenue, which represents payments received in advance of revenue recognition related to SaaS agreements and for prepayments for products or services yet to be delivered.
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Payment terms vary by customer. The time between invoicing and when payment is due is not significant. For certain products or services and customer types, payment is required before the products or services are delivered to the customer.
The following table reflects the contract balances as of the periods ended:
SCHEDULE OF CONTRACT BALANCES
March 31, | December 31, | |||||||
2022 | 2021 | |||||||
Accounts receivable | $ | 5,202,262 | $ | 4,880,663 | ||||
Total contract assets | $ | 5,202,262 | $ | 4,880,663 | ||||
Deferred revenue, current | $ | 404,453 | $ | 291,296 | ||||
Deferred revenue, noncurrent | 427,571 | 443,452 | ||||||
Total contract liabilities | $ | 832,024 | $ | 734,748 |
During the three months ended March 31, 2022, the change in contract liabilities balances was as follows:
SCHEDULE OF CHANGE IN CONTRACT BALANCES
Balance at December 31, 2021 | $ | 734,748 | ||
Billings | 177,759 | |||
Revenue recognized | (80,483 | ) | ||
Balance at March 31, 2022 | $ | 832,024 |
Disaggregation of Revenue
The following table sets forth our revenues by distribution channel:
SCHEDULE OF DISAGGREGATION OF REVENUE BY DISTRIBUTION CHANNEL
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Retailers | $ | 12,341,289 | $ | 13,791,518 | ||||
Distributors | 307,207 | 913,150 | ||||||
Other | 650,759 | 312,906 | ||||||
$ | 13,299,255 | $ | 15,017,574 |
The following table sets forth our revenues by product:
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Cable modems & gateways | $ | 12,883,047 | $ | 14,587,090 | ||||
Other networking products | 272,566 | 305,812 | ||||||
SaaS | 143,642 | 124,672 | ||||||
$ | 13,299,255 | $ | 15,017,574 |
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(4) BALANCE SHEET COMPONENTS
Inventories
Inventories consist of : | September 30, 2017 | December 31, 2016 |
Materials | $1,287,621 | $888,830 |
Work in process | 209,694 | 27,708 |
Finished goods | 3,809,347 | 4,010,074 |
Total | $5,306,662 | $4,926,612 |
Inventories, net consists of the following:
SCHEDULE OF INVENTORIES
March 31, 2022 | December 31, 2021 | |||||||
Raw materials | $ | 1,601,870 | $ | 1,047,156 | ||||
Finished goods | 29,743,361 | 32,844,131 | ||||||
Total | $ | 31,345,231 | $ | 33,891,287 |
Finished goods includes consigned inventory held by our customers of $835,800$4.8 million and $4.5 million at September 30, 2017March 31, 2022 and $442,300 at December 31, 2016.2021, respectively and includes in-transit inventory of $2.2 million and $6.3 million at March 31, 2022 and December 31, 2021, respectively. The Company reviews inventory for obsolete and slow movingslow-moving products each quarter and makes provisions based on its estimate of the probability that the material will not be consumed or that it will be sold below cost. The provision for inventory reserves were $835 thousand and $800 thousand as of March 31, 2022 and December 31, 2021, respectively.
Accrued expenses
Accrued expenses consist of the following:
SCHEDULE OF ACCRUED EXPENSES
March 31, 2022 | December 31, 2021 | |||||||
Inventory purchases | $ | 164,545 | $ | 287,571 | ||||
Payroll & related benefits | 300,595 | 210,495 | ||||||
Professional fees | 319,758 | 229,597 | ||||||
Royalty costs | 1,649,999 | 1,588,025 | ||||||
Sales allowances | 1,397,104 | 1,958,050 | ||||||
Sales and use tax | 55,819 | 50,916 | ||||||
Other | 861,844 | 955,263 | ||||||
Total accrued other expenses | $ | 4,749,664 | $ | 5,279,917 |
(5) BANK CREDIT LINES AND GOVERNMENT LOANS
Bank Credit Line
On December 18, 2012, the Company entered into a Financing Agreement with Rosenthal & Rosenthal, Inc. (the “Financing Agreement”). The Financing Agreement, as amended, provided for up to $5.0 million of revolving credit, subject to a borrowing base formula and other terms and conditions as specified therein.
On March 12, 2021, the Company terminated its Financing Agreement with Rosenthal & Rosenthal and entered into a loan and security agreement with Silicon Valley Bank (the “SVB Loan Agreement”). On November 1, 2021, the Company entered into the First Amendment to the SVB Loan Agreement. The SVB Loan Agreement, as amended, provides for a revolving facility up to a principal amount of $25.0 million, which is subject to a borrowing base formula. The SVB Loan Agreement matures, and all outstanding amounts become due and payable on November 1, 2023. The SVB Loan Agreement is secured by substantially all the Company’s assets but excludes the Company’s intellectual property. All other substantial terms, including the commercial credit card line of $1.0 million, of the SVB Loan Agreement remain unchanged.
The Company incurred $143 thousand of origination costs in connection with the SVB Loan Agreement. These origination costs were recorded as debt discount and are being expensed over the remaining term of the SVB Loan Agreement. Amortization of debt issuance costs was $60,096 for$18 thousand and $2 thousand in the three months ended September 30, 2017March 31, 2022 and $7,8382021, respectively.
As of March 31, 2022, the Company had $7.1 million outstanding, which is net of origination costs of $84 thousand, on its SVB Loan, with availability of $1.1 million. The interest rate was 4.5% as of March 31, 2022.
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Government Loans
On April 15, 2020, the Company entered into a note payable with Primary Bank, a bank under the Small Business Administration (“SBA”), Paycheck Protection Program (“PPP”), in the amount of $583 thousand, which matures on April 15, 2022. Under the terms of the PPP note, the Company was able to apply for and receive forgiveness of $513 thousand of the original principal balance in 2020.
In February 2021, the Company received an additional forgiveness of $20 thousand related to the Economic Injury Disaster Loan Advance received with the PPP note.
(6) COMMITMENTS AND CONTINGENCIES
(a) Lease Obligations
The Company has entered into agreements to lease its warehouses and distribution centers and certain office space under operating leases. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases, except leases with an initial term of 12 months or less.
The components of lease costs were as follows:
SCHEDULE OF COMPONENTS OF LEASE COSTS
2022 | 2021 | |||||||
Three Months ended March 31, | ||||||||
2022 | 2021 | |||||||
Operating lease costs | $ | 48,231 | $ | 20,774 | ||||
Short-term lease costs | — | 29,764 | ||||||
Total lease costs | $ | 48,231 | $ | 50,538 |
The weighted-average remaining lease term and discount rate were as follows:
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE
Three Months ended March 31, | ||||||||
2022 | 2021 | |||||||
Operating leases: | ||||||||
Weighted average remaining lease term (years) | 1.5 | 1.1 | ||||||
Weighted average discount rate | 5.6 | % | 9.0 | % |
Supplemental cash flow information and non-cash activity related to our operating leases are as follows:
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES
2022 | 2021 | |||||||
Three Months ended March 31, | ||||||||
2022 | 2021 | |||||||
Operating cash flow information: | ||||||||
Amounts included in measurement of lease liabilities | $ | 48,632 | $ | 20,372 | ||||
Non-cash activities: | ||||||||
ROU asset obtained in exchange for lease liability | $ | — | $ | — |
The maturity of the Company’s operating lease liabilities as of March 31, 2022 were as follows:
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES
Years ended December 31, | ||||
2022 (remainder) | $ | 101,487 | ||
2023 | 100,673 | |||
Total lease payments | $ | 202,160 | ||
Less: imputed interest | (6,071 | ) | ||
Present value of operating lease liabilities | $ | 196,089 | ||
Operating lease liabilities, current | $ | 123,891 | ||
Operating lease liabilities, noncurrent | $ | 72,198 |
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The lease extension for the three months ended September 30, 2016.Canton, MA office that was executed in December 2021 is not included in the operating lease liabilities because the commencement date begins on June 1, 2022. The provision for inventory reserves was $186,440operating lease payments are $32 thousand, $55 thousand, and $23 thousand for the nine months ended September 30, 2017years ending December 31, 2022, 2023, and $10,450 for2024, respectively. These payments are off-balance sheet obligations until the nine months ended September 30, 2016.
(b) Commitments and Contingencies
The Company is party to various lawsuits and administrative proceedings arising in the ordinary course of business. The Company evaluates such lawsuits and proceedings on a case-by-case basis, and its policy is to vigorously contest any such claims that it believes are without merit. The Company's management believes that the ultimate resolution of such matters will not materially and adversely affect the Company's business, financial position, or results of operations.
In connection with the License Agreement, the Company has committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company is required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments as follows:
Year ending December 31, | |
2017 | $3,000,000 |
2018 | $3,500,000 |
2019 | $4,500,000 |
2020 | $5,100,000 |
SCHEDULE OF MINIMUM ANNUAL ROYALTY PAYMENTS
Years ending December 31, | ||||
2022 (remaining) | $ | 4,950,000 | ||
2023 | 6,850,000 | |||
2024 | 7,100,000 | |||
2025 | 7,100,000 | |||
Total | $ | 26,000,000 |
Royalty expense under the License Agreement was $583,333$1.6million for the third quarter of 2016three months ended March 31, 2022 and $750,000 for the third quarter of 2017,2021 and royalty expense is included in selling expenseand marketing expenses on the accompanying condensed consolidated statements of operations.
(c) Contingencies
The balanceCompany is party to various lawsuits and administrative proceedings arising in the ordinary course of business. The Company evaluates such lawsuits and proceedings on a case-by-case basis, and its policy is to vigorously contest any such claims which it believes are without merit.
The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the committed royalty expense for 2017 amountsloss can be reasonably estimated. This review is updated periodically as additional information becomes available. If both of the criteria are not met, the Company reassesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of the loss or range of losses, that the amount is not material, or that an estimate of the loss cannot be made. At March 31, 2022, the Company is not currently a party to $750,000 forany legal proceedings that, if determined adversely to the remaining quarter of 2017.
In the ordinary course of its business, the Company is subject to lawsuits, arbitrations, claims, and planned increaseother legal proceedings in production demand, driven in part byconnection with their business. Some of the launchlegal actions include claims for substantial or unspecified compensatory and/or punitive damages. A substantial adverse judgment or other unfavorable resolution of Motorola branded products,these matters could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows. Management believes that the Company has committedadequate legal defenses with North American Production Sharing, Inc. (“NAPS”)respect to extend its existing lease used in connection with the Production Sharing Agreement (“PSA”) entered into betweenlegal proceedings to which it is a defendant or respondent and that the outcome of these pending proceedings is not likely to have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, the Company and NAPS. The extension term is December 1, 2015 through November 30, 2018 and allowsunable to predict the Company to contract additional Mexican personnel to work in the Tijuana facility.outcome of these matters.
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(7) SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS
Relatively few customerscompanies account for a substantial portion of the Company’s revenues. In the third quarter of 2017, three customersmonths ended March 31, 2022, two companies accounted for 10% or greater separatelyindividually and 92% combined of90% in the Company’s total net sales. In the first nine months of 2017, three customers accounted for 10% or greater separately and 90% combinedaggregate of the Company’s total net sales. At September 30, 2017, three customersMarch 31, 2022, two companies with an accounts receivable balance of 10% or greater individually accounted for a combined 83%88% of the Company’s accounts receivable. In the third quarter of 2016, three customersmonths ended March 31, 2021, two companies accounted for 10% or greater separatelyindividually and 86% combined of88% in the Company’s total net sales. In the first nine months of 2016, three customers accounted for 10% or greater separately and 81% combinedaggregate of the Company’s total net sales. At September 30, 2016March 31, 2021, three customerscompanies with an accounts receivable balance of 10% or greater individually accounted for a combined 88%87% of the Company’s accounts receivable.
The Company’s customers generally do not enter into long-term agreements obligating them to purchase products. The Company may not continue to receive significant revenues from any of these or from other large customers. A reduction or delay in orders from any of the Company’s significant customers, or a delay or default in payment by any significant customer could materially harm the Company’s business and prospects. Because of the Company’s significant customer concentration, its net sales and operating income could fluctuate significantly due to changes in political or economic conditions, or the loss, reduction of business, or less favorable terms for any of the Company'sCompany’s significant customers.
The Company depends on many third-party suppliers for key components contained in its product offerings. For some of these components, the Company may only use a Financing Agreement with Rosenthal & Rosenthal, Inc. (the “Financing Agreement”). The Financing Agreement originallysingle source supplier, in part due to the lack of alternative sources of supply. During the three months ended March 31, 2022 and 2021, the Company had two suppliers and one supplier, respectively, that provided for up to $1.75 million of revolving credit, subject to a borrowing base formula and other terms and conditions. The Financing Agreement continued until November 30, 2014 with automatic renewals from year to year thereafter, unless sooner terminated by either party. The lender has the right to terminate the Financing Agreement at any time on 60 days’ prior written notice.
(8) INCOME TAXES
During the three months ended March 31, 2022, we recorded 0income tax benefits for the net operating losses incurred or for the research and development tax credits generated due to the uncertainty of realizing a benefit from those items.
We have evaluated the positive and negative evidence bearing upon the Company’s ability to realize its deferred tax assets, including intellectual property. The Financing Agreement contains several covenants, includingwhich primarily consist of net operating loss carryforwards and research and development tax credits. We considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and we have concluded that it is more likely than not that we will not realize the benefits of our deferred tax assets. As a requirement thatresult, as of March 31, 2022 and December 31, 2021, we recorded a full valuation allowance against our net deferred tax assets.
As of March 31, 2022 and December 31, 2021, the Company maintain tangiblehad federal net worthoperating loss carry forwards of not less than $2.5 approximately $54.8 million and working capital$62.7 million, respectively, which are available to offset future taxable income. They are due to expire in varying amounts from 2022 to 2040. Federal net operating losses occurring after December 31, 2017, of not less than $2.5 million.
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(9) RELATED PARTY TRANSACTIONS
The Company leases office space located at the 848 Elm Street, Manchester, NH. The landlord is requiredan affiliate entity owned by Mr. Hitchcock. The two-year facility lease agreement was effective from August 1, 2019, to maintain tangible net worthJuly 31, 2021 and has been extended to July 31, 2022. The facility lease agreement provides for 2,656square feet at an aggregate annual rental price of not less than $2.0 million and working capital of not less than $1.75 million.
SCHEDULE OF NET INCOME (LOSS) PER SHARE
2022 | 2021 | |||||||
Three Months ended March 31, | ||||||||
2022 | 2021 | |||||||
Numerator: | ||||||||
Net loss | $ | (2,538,500 | ) | $ | (545,520 | ) | ||
Denominator: | ||||||||
Weighted average common shares – basic | 46,003,232 | 35,254,243 | ||||||
Effect of dilutive common share equivalents | — | — | ||||||
Weighted average common shares – dilutive | 46,003,232 | 35,254,243 | ||||||
Basic and diluted net loss per share | $ | (0.06 | ) | $ | (0.02 | ) |
Diluted loss from operations. Diluted earnings (loss) per share reflects additional common shares that would have been outstanding if dilutive potential shares of common stock had been issued. Potential shares of common stock that may be issued by the Company include shares of common stock that may be issued upon exercise of outstanding stock options. Under the treasury stock method, the unexercised options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase shares of common stock at the average market price during the period.
(11) SUBSEQUENT EVENTS
On April 25, 2022, Minim, Inc. (Minim or “the “Company”), received a letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the minimum closing bid price per share for its ordinary shares was below $for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Notification Letter has no immediate effect on the listing or trading of the Company’s ordinary shares on the Nasdaq Capital Market.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until October 24, 2022 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s ordinary shares is at least $for a minimum of 10 consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
In the event the Company does not regain compliance by October 24, 2022, the Company may be eligible for an additional 180 calendar day period to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to October 24, 2022, or the expiration of the second compliance period if granted.
On April 28, 2022, the Company filed a Form 8-K announcing the receipt of the Notification Letter.
On July 18, 2022, the Company amended its Manchester facility lease to a month-to-month lease arrangement and may be terminated by either party with a 60-day notice.
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The Company has evaluated subsequent events from March 31, 2022 through the date of this filing and has determined that there are no such events, other than those noted above, requiring recognition or disclosure in the financial statements.
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following Management’s Discussion and Analysis of 1995.
The following discussion should be read in conjunction with the attached Unaudited Condensed Consolidated Financial Statements and notes thereto, and with our audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2021, found in our Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (“SEC”) on August 19, 2022. Although we believe that the assumptions underlying the forward-looking statements contained in this Quarterly Report are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements will be accurate. The risks, uncertainties and other factors which mayassumptions referred to above that could cause our or our industry's actual results performance or achievements to bediffer materially different from any futurethe results performance or achievements expressed or implied by thesuch forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding: Zoom's plans, expectationsthose discussed under the heading “Risk Factors” in Part II, Item 1A hereto and intentions, including statements relating to Zoom's prospects and plans relating to sales of and markets for its products; and Zoom's financial condition or results of operations.
Overview
We deliver a comprehensive WiFi as a Service platform to make everyone’s connected home safe and supportive for life and work. We believe the year ended December 31, 2016, filed withhome router must go the Securities and Exchange Commission on March 22, 2017 and in our other filings with the Securities and Exchange Commission. Readers should also be cautioned that results of any reported period are often not indicative of results for any future period.
We continually seek to improve our product designs and manufacturing approach in order to improveelevate product performance and reduce our costs. We pursue a strategy of outsourcing rather than internally developing our modemhardware product chipsets, which are application-specific integrated circuits that form the technology base for our modems. By outsourcing the chipset technology, we are able to concentrate our research and development resources on modem system design, leverage the extensive research and development capabilities of our chipset suppliers, and reduce our development time and associated costs and risks. As a result of this approach, we are able to quickly develop new products while maintaining a relatively low level of research and development expense as a percentage of net sales. We also outsource aspects of our manufacturing to contract manufacturers as a means of reducing our costs of production, and to provide us with greater flexibility in our production capacity.
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Generally, our gross margin for a given product generally depends on a number of factors, including the type of customer to whom we are selling. The gross margin for products sold to retailers tends to be higher than for some of our other customers; but the sales, support, returns, and overhead costs associated with products sold to retailers also tend to be higher. OurMinim’s sales to certain countries are currently handled by a single master distributor for each country whothat handles the support and marketing costs within the country. Gross margin for sales to these master distributors tends to be low, since lower pricing to these distributors helps them to cover the support and marketing costs for their country.
Our cash and cash equivalents balance on March 31, 2022 was $10.0 million compared to $12.6 million on December 31, 2021. On March 31, 2022, we had 32 employees, 27$7.1 million of outstanding borrowings on our asset-based credit line with availability of $1.1 million and working full-timecapital of $27.2 million.
The Company’s ability to maintain adequate levels of liquidity depends in part on our ability to sell inventory on hand, increasing SaaS sales, and 5 working less than five days per week. Twelve employeescollect related receivables.
Although the Company has recently experienced losses, it has continued to experience sales growth. We have experienced six consecutive years with double-digit sales growth. In the three months ended March 31, 2022 and 2021, we generated net sales of $13.3 million and $15.0 million, respectively.
There have been no material changes due to the impact of the COVID-19 pandemic on our business from that disclosed in our most recently filed Annual Report. Our most recent Annual Report on Form 10-K/A for the year ended December 31, 2021 as filed with the SEC on August 19, 2022 provides additional information about our business and operations.
Recent Accounting Standards
See Note 2 Summary of Significant Accounting Policies, in Notes to Unaudited Consolidated Financial Statements in Item 1 of Part 1 of this Report on 10-Q/A, for a full description of recent accounting standards, include the expected dates of adoption and estimated effects on the financial condition and results of operations, which are hereby incorporated by reference.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. These accounting principles require us to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses during the periods presented. Management bases its estimates, assumptions and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. To the extent there are material differences between these estimates and actual results, our financial statements may be affected. Our management evaluates its estimates, assumptions and judgments on an ongoing basis.
Our critical accounting policies and estimates, which are revenue recognition, product returns, inventory valuation and costs of goods sold, and valuation of deferred tax assets are described under “Critical Accounting Policies and Estimates” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2021. For the three months ended March 31, 2022, there have been no significant changes in our critical accounting policies and estimates.
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Results of Operations
The following table sets forth certain financial data derived from our consolidated statements of operations for the three months ended March 31, 2022 and 2021 presented in absolute dollars and as a percentage of net sales, with dollars and percentage change period over period:
Three Months ended March 31, | Change | |||||||||||||||||||||||
2022 | 2021 | $ | % | |||||||||||||||||||||
Net sales | $ | 13,299 | 100.0 | % | $ | 15,018 | 100.0 | % | $ | (1,719 | ) | (11.4 | )% | |||||||||||
Cost of goods sold | 9,108 | 68.5 | 9,914 | 66.0 | (806 | ) | (8.1 | ) | ||||||||||||||||
Gross profit | 4,191 | 31.5 | 5,104 | 34.0 | (913 | ) | (17.9 | ) | ||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Selling and marketing | 3,652 | 27.5 | 3,174 | 21.1 | 478 | 15.1 | ||||||||||||||||||
General and administrative | 1,451 | 10.9 | 1,077 | 7.2 | 374 | 34.7 | ||||||||||||||||||
Research and development | 1,543 | 11.6 | 1,389 | 9.2 | 154 | 11.1 | ||||||||||||||||||
Total operating expenses | 6,646 | 50.0 | 5,640 | 37.6 | 1,006 | 17.8 | ||||||||||||||||||
Operating loss | (2,455 | ) | (18.5 | ) | (536 | ) | (3.6 | ) | (1,919 | ) | (358.0 | ) | ||||||||||||
Total other income (expense) | (78 | ) | (0.5 | ) | (8 | ) | (0.1 | ) | (70 | ) | (875.0 | ) | ||||||||||||
Loss before income taxes | (2,533 | ) | (19.0 | ) | (544 | ) | (3.6 | ) | (1,989 | ) | (365.6 | ) | ||||||||||||
Income tax provision | 6 | 0.0 | 2 | 0.0 | 4 | 200.0 | ||||||||||||||||||
Net loss | $ | (2,539 | ) | (19.1 | )% | $ | (546 | ) | (3.6 | )% | $ | (1,993 | ) | (365.0 | )% |
Comparison of the three months ended March 31, 2022 to the three months ended March 31, 2021
The following table sets forth our revenues by product and the changes in revenues for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021:
Three Months Ended | ||||||||||||||||
March 31, 2022 | March 31, 2021 | $ Change | % Change | |||||||||||||
(In thousands, except percentage data) | ||||||||||||||||
Cable modems & gateways | $ | 12,883 | $ | 14,587 | $ | (1,704 | ) | (11.7 | )% | |||||||
Other networking products | 272 | 306 | (34 | ) | (11.1 | )% | ||||||||||
SaaS | 144 | 125 | 19 | 15.2 | % | |||||||||||
Total | $ | 13,299 | $ | 15,018 | $ | (1,719 | ) | (11.4 | )% |
The majority of the Company’s revenues by geographic area are earned in North America for the three months ended March 31, 2022 and 2021.
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Net Sales
Our total net sales decreased year-over-year by $1.7 million or 11.4%. The decrease in net sales is directly attributable to decreased sales of Motorola branded cable modems and gateways. In both 2022 and 2021, we primarily generated our sales by selling cable modems and gateways. Sales related to SaaS offerings were engaged$144 thousand and $125 in the three months ended March 31, 2022 and 2021, respectively. The decrease in other category of $34 thousand in 2022 compared to 2021 is primarily due to a reduction in DSL products and a refocus on new products with growth potential outside North America as well as within new product introductions. Generally, our lower sales outside North America reflect the fact that cable modems are sold successfully through retailers in the U.S. but not in most countries outside the U.S., due primarily to variations in government regulations.
Cost of Goods Sold and Gross Margin
Cost of goods sold consists primarily of the following: the cost of finished products from our third-party manufacturers; overhead costs, including purchasing, product planning, inventory control, warehousing and distribution logistics; third-party software licensing fees; inbound freight; import duties/tariffs; warranty costs associated with returned goods; write-downs for excess and obsolete inventory; amortization of certain acquired intangibles and software development costs; and costs attributable to the provision of service offerings.
The decrease in gross profit was attributable to sales growth of Motorola branded cable modems and gateways, including intelligent networking products that include the Minim software. We outsource our manufacturing, warehousing and distribution logistics. We believe this outsourcing strategy allows us to better manage our product costs and gross margin. Our gross margin can be affected by a number of factors, including fluctuation in foreign exchange rates, sales returns, changes in average selling prices, end-user customer rebates and other channel sales incentives, changes in our cost of goods sold due to fluctuations and increases in prices paid for components, overhead costs, inbound freight and duty/tariffs, conversion costs, and charges for excess or obsolete inventory.
The following table presents net sales and gross margin, for the periods indicated:
Three Months ended March 31, | ||||||||||||||||
2022 | 2021 | $ Change | % Change | |||||||||||||
Net sales | $ | 13,299 | $ | 15,018 | $ | (1,719 | ) | (11.4 | )% | |||||||
Gross margin | 31.5 | % | 34.0 | % |
Gross profit and gross margin decreased in the three months ended March 31, 2022, compared to the three months ended in the prior fiscal year period, primarily due to higher component material costs that were partially offset by increased sales prices of our products.
For the remainder of fiscal 2022, we expect gross margin to be subject to similar variabilities experienced in fiscal 2021. In 2021, we experienced meaningful increase in costs for sea freight transportation as well as costs of materials and components for our products. We expect these costs to remain elevated for the foreseeable future. We continue to experience disruptions from the pandemic, with manufacturing partners being affected by factory uptime, scarcity of materials and components and limited capacity to transport cargo via sea and air. These disruptions have increased the length of time taken between order to production and transportation of inventory. If such disruptions become more widespread, they could significantly affect our ability to fulfill the demand for our products. Forecasting gross margin percentages is difficult, and there are several risks related to our ability to maintain or improve our current gross margin levels. Our cost of goods sold as a percentage of net sales can vary significantly based upon factors such as: uncertainties surrounding revenue volumes, including future pricing and/or potential discounts as a result of the economy, competition, the timing of sales, and related production level variances; import customs duties and imposed tariffs; changes in technology; changes in product mix; expenses associated with writing off excessive or obsolete inventory; fluctuations in freight costs; manufacturing and purchase price variances; and changes in prices on commodity components.
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Selling and Marketing
Selling and marketing expenses consist primarily of advertising, trade shows, corporate communications and other marketing expenses, product marketing expenses, outbound freight costs, amortization of certain intangibles, personnel expenses for sales and marketing staff, technical support expenses, and facility allocations. The following table presents sales and marketing expenses, for the periods indicated:
Three Months ended March 31, | ||||||||||||||||
2022 | 2021 | Change | % Change | |||||||||||||
Selling and marketing | $ | 3,652 | $ | 3,174 | $ | 478 | 15.1 | % |
Selling and marketing expenses increased in the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, primarily due to an increase in marketing program campaigns of $244 thousand, Motorola royalty fees of $62 thousand, and software subscriptions of $58 thousand.
For the remainder of fiscal 2022, we expect our selling and marketing expenses as a percentage of net sales in fiscal 2022 to be similar to fiscal 2021 levels. Expenses may fluctuate depending on sales levels achieved as certain expenses, such as commissions, are determined based upon the net sales achieved. Forecasting selling and marketing expenses is highly dependent on expected net sales levels and could vary significantly depending on actual net sales achieved in any given quarter. Marketing expenses may also fluctuate depending upon the timing, extent and nature of marketing programs.
General and Administrative
General and administrative expenses consist of salaries and related expenses for executives, finance and accounting, human resources, information technology, professional fees, including legal costs associated with defending claims against us, allowance for doubtful accounts, facility allocations, and other general corporate expenses. The following table presents general and administrative expenses, for the periods indicated:
Three Months ended March 31, | ||||||||||||||||
2022 | 2021 | $ Change | % Change | |||||||||||||
General and administrative | $ | 1,451 | $ | 1,077 | $ | 374 | 34.7 | % |
General and administrative expenses increased $374 thousand primarily due to an increase in personnel expenses of $276 thousand, director fees of $143 thousand, and software subscriptions of $83 thousand, partially offset by a decrease in professional fees of $174 thousand.
Future general and administrative expense increases or decreases in absolute dollars are difficult to predict due to the lack of visibility of certain costs, including legal costs associated with defending claims against us, and other factors.
Research and Development
Research and development expenses consist primarily of personnel expenses, payments to suppliers for design services, safety and regulatory testing, product certification expenditures to qualify our products for sale into specific markets, prototypes, IT, and other consulting fees. Research and development expenses are recognized as they are incurred. Our research and development organization is focused on enhancing our ability to introduce innovative and easy-to-use products and services. The following table presents research and development expenses, for the periods indicated:
Three Months ended March 31, | ||||||||||||||||
2022 | 2021 | $ Change | % Change | |||||||||||||
Research and development | $ | 1,543 | $ | 1,389 | $ | 154 | 11.1 | % | ||||||||
The increase of $154 thousand was primarily due to personnel expenses of $220 thousand and increased contract labor, partially offset by a decrease in certification costs of $66 thousand.
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We believe that innovation and technological leadership is critical to our future success, and we are committed to continuing a significant level of research and development to develop new technologies, products and services. We continue to invest in research and development to expand our hardware product offerings focused on premium WiFi 6E, WiFi 6, and quality control. Five employees were involvedsoftware solutions. For the remainder of fiscal 2022, we expect research and development expenses as a percentage of net sales in fiscal 2022 to be in line with or slightly above fiscal 2021 levels. Research and development expenses may fluctuate depending on the timing and number of development activities and could vary significantly as a percentage of net sales, depending on actual net sales achieved in any given year.
Liquidity and Capital Resources
Our principal sources of liquidity are cash and cash equivalents and borrowings under our SVB line-of-credit. As of March 31, 2022, we had cash and cash equivalents of $10.0 million as compared to $12.6 million on December 31, 2021. On March 31, 2022, we had $7.1 million of borrowings outstanding and $1.1 million available on our $25.0 million SVB line-of-credit and working capital of $27.2 million. We have funded our operations which m
Our historical cash outflows have primarily been associated with: (1) cash used for operating activities such as the purchase and growth of inventory, purchasing, warehousing, freight, invoicing, shipping, collections,expansion of our sales and returns. Nine employees were engaged in sales, marketing and customer support. The remaining six employees performed executive, accounting, administrative,research and management information systems functions. Our dedicated personneldevelopment infrastructure and other working capital needs; (2) expenditures related to increasing our manufacturing capacity and improving our manufacturing efficiency; (3) capital expenditures related to the acquisition of equipment; and (4) cash used to repay our debt obligations and related interest expense. Fluctuations in Tijuana, Mexico are employeesour working capital due to timing differences of our Mexican service providercash receipts and are not included incash disbursements also impact our headcount.
Cash Flows
The following table presents our more significant accounting policies and estimates. As described below, management judgments and estimates must be made andcash flows for the periods presented:
Three Months ended March 31, | ||||||||
2022 | 2021 | |||||||
Cash used in operating activities | $ | (4,312 | ) | $ | (4,970 | ) | ||
Cash used in investing activities | (271 | ) | (257 | ) | ||||
Cash provided by financing activities | 2,061 | 4,853 | ||||||
Net decrease in cash and cash equivalents | $ | (2,522 | ) | $ | (374 | ) |
Cash Flows from Operating Activities. Cash used in connection withoperating activities of $4.3 million for 2022 reflected our net loss of $2.5 million, adjusted for non-cash expenses, consisting primarily of $563 thousand of stock-based compensation expense. Uses of cash included a decrease in accounts payable of $4.2 million and a decrease in accrued expenses $600 thousand. Sources of cash included primarily a decrease of inventories of $2.5 million.
Cash used in operating activities of $5.0 million for 2021 reflected our net loss of $546 thousand, adjusted for non-cash expenses, consisting primarily of stock-based compensation expense of $405 thousand. Uses of cash include an increase in inventories of $1.5 million and decreases in accounts payable of $1.4 million and accrued expenses of $2.8 million.
Cash Flows from Investing Activities. In 2022, $115 thousand was used to purchase equipment and $156 thousand was used for certification costs.
In 2021, cash of $257 thousand was used to purchase equipment.
Cash Flows from Financing Activities. Cash provided by financing activities in 2022 consisted of a source of cash of $2.0 million from borrowings under our SVB line-of-credit, and $99 thousand in proceeds from the preparationexercise of common stock options.
Cash provided by financing activities in 2021 consisted of a source of cash of $7.0 million from borrowings under our SVB line-of-credit, and $379 thousand in proceeds from the exercises of common stock options. Uses of cash include the repayment of the Rosenthal & Rosenthal, Inc. line-of-credit of $2.4 million.
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Future Liquidity Needs
Our primary short-term needs for capital, which are subject to change, include expenditures related to:
● | the acquisition of equipment and other fixed assets for use in our current and future manufacturing and research and development facilities; | |
● | upgrades to our information technology infrastructure to enhance our capabilities and improve overall productivity; | |
● | support of our commercialization efforts related to our current and future products, including expansion of our direct sales force and field support resources; | |
● | the continued advancement of research and development activities. |
Our capital expenditures are largely discretionary and within our control. We expect that our product sales and the resulting operating loss as well as the status of each of our financial statements.product development programs, will significantly impact our cash management decisions.
At March 31, 2022, we believe our current cash and cash equivalents, other working capital and borrowings under our SVB line-of-credit will be sufficient to fund working capital requirements, capital expenditures and operations during the next twelve months. We have identified areas where material differences could resultintend to retain any future earnings to support operations and to finance the growth and development of our business, and we do not anticipate paying any dividends in the amountforeseeable future.
Our future liquidity and capital requirements will be influenced by numerous factors, including the extent and duration of any future operating losses, the level and timing of future sales and expenditures, the results and scope of ongoing research and product development programs, working capital required to support our net sales costs,growth, funds required to service our debt, the receipt of and expenses for any period if we had made different judgments or used different estimates.
Our ability to fund our longer-term cash needs is subject to various risks, many of December 31, 2016 we had federal net operating loss carry forwards of approximately $54.0 million which are beyond our control—See “Risk Factors—We may require significant additional capital to pursue our growth strategy, and our failure to raise capital when needed could prevent us from executing our growth strategy.” Should we require additional funding, such as additional capital investments, we may need to raise the required additional funds through bank borrowings or public or private sales of debt or equity securities. We cannot assure that such funding will be available in needed quantities or on terms favorable to offset future taxable income. They are due to expire in varying amounts from 2018 to 2036. As of Decemberus, if at all.
At March 31, 2016,2022, we had Massachusettshave Federal and state net operating loss carry forwards of approximately $7.3$54.8 million which areand $21.6 million, respectively, available to offsetreduce future taxable income. They are due to expire in varying amounts from 2031 through 2036. A valuation allowance has been established for the full amount of deferred income tax assets as management has concluded that it is more-likely than-not that the benefits from such assets will not be realized.
Commitments and Contractual Obligations
During the three months ended September 30, 2017 to the three months ended September 30, 2016
Off-Balance Sheet Arrangements
We did not have any material changes to our off-balance sheet arrangements from those disclosed in our Form 10-Kas of March 31, 2022. See Note 6 to the accompanying consolidated financial statements for the year ended December 31, 2016.additional disclosure.
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ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this Item.
ITEM 4. | CONTROLS AND PROCEDURES |
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer who is alsoand our Acting Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
In connection with the preparation of this Quarterly Report on the Form 10-Q,10-Q/A, we carried out an evaluation, under the supervision and with the participation of our management including our Chief Executive Officer and Acting Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of September 30, 2017.March 31, 2022. Based upon that evaluation and other than as disclosed herein, our Chief Executive Officer and Acting Chief Financial Officer concluded that due to the existence of material weaknesses in our internal controls over financial reporting, described below, our disclosure controls and procedures were not effective as of the end of the period covered by this report.
During our preparation of our Annual Report on Form 10-K/A for the year ended December 31, 2021, we identified material weaknesses with financial reporting to account for inventory transactions. These material weaknesses resulted in the Company incorrectly reporting its inventory. To remediate the material weaknesses, the Company is instituting reporting enhancements within its accounting system, standardized and timely account reconciliations, and independent and regular reviews by the finance department to ensure the Company inventory records are complete and accurate. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of these material weaknesses will be completed before the end of 2022.
Other than as disclosed herein, there were no significant changes in our internal controlscontrol over financial reporting that occurred during the period covered by this reportthree months ended March 31, 2022 that have materiallyaffected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS |
None.
ITEM 1A. | RISK FACTORS |
There have been no material changes to all forward-looking statements wherever they appear in this report. Our actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include the risk factors containedset forth in our 2021 Annual Report on Form 10-K/A for the year ended December 31, 2021, filed with the SEC on August 19, 2022, which includes a detailed discussion of our risk factors in Part I, “Item 1A. Risk Factors”, which discussion is hereby incorporated by reference into this Part II, Item 1A. Our Risk Factors could materially affect our business, financial position, or future results of operations. The risks described in our Annual Report on Form 10-K10-K/A for the fiscal year ended December 31, 2016, filed with2021, are not the SEC on March 22, 2017, as well as those discussed in this reportonly risks we face. Additional risks and inuncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our other filings with the SEC.business, financial position, or future results of operations.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
ITEM 5. | OTHER INFORMATION |
None.
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ITEM 6. | EXHIBITS |
* | In accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission, which documents are hereby incorporated by reference. |
** | Compensation Plan or Arrangement. |
† | In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Form 10-Q/A and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Companyregistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MINIM, INC. | |||
(Registrant) | |||
Date: August 19, 2022 | By: | /s/ DUSTIN TACKER | |
Dustin Tacker | |||
Chief Financial Officer | |||
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