Overview





We design, develop and manufacture state-of-the-art digital microphone products
and noise reduction software that facilitate natural language and human/machine
interfaces. Our technologies eliminate unwanted background noise to enable the
optimum performance of various speech-based and audio applications. We are
incorporated under the laws of the State of New York and have been engaged in
the electronic communications industry since 1934. Our patented and
patent-pending digital noise canceling technologies enable a speaker to be at a
distance from the microphone (we refer to this capability as "far-field"
microphone use), and free the speaker from having to use a close talking
microphone. We believe that the strength of our intellectual property rights are
important to the success of our business. We utilize patent and trade secret
protection, confidentiality agreements with customers and partners, disclosure
and invention assignment agreements with employees and consultants and other
contractual provisions to protect our intellectual property and other
proprietary information. As part of our Patent Monetization efforts, we license
specific, custom designs to our customers, charging royalties at a fixed amount
per product or a percentage of sales, and we intend to vigorously defend and
monetize our intellectual property through licensing arrangements and, where
necessary, enforcement actions against those entities using our patented
solutions in their products.



Our Critical Accounting Policies





Our unaudited condensed consolidated interim financial statements and the notes
to our unaudited condensed consolidated interim financial statements contain
information that is pertinent to management's discussion and analysis. The
preparation of unaudited condensed consolidated interim financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities. Management bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. On a continual basis, management reviews its estimates utilizing
currently available information, changes in facts and circumstances, historical
experience and reasonable assumptions. After such reviews, and if deemed
appropriate, those estimates are adjusted accordingly. Actual results may vary
from these estimates and assumptions under different and/or future
circumstances. Our significant accounting policies are described in Note 2 of
the notes to the audited financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2021. A discussion of our critical
accounting policies and estimates are also included in Note 2. Summary of
Significant Accounting Policies in notes to condensed consolidated interim
financial statements are included elsewhere in this report. Management has
discussed the development and selection of these policies with the Audit
Committee of the Company's Board of Directors, and the Audit Committee of the
Board of Directors has reviewed the Company's disclosures of these policies.
There have been no material changes to the critical accounting policies or
estimates to be disclosed in this Quarterly Report since being reported in the
Management's Discussion and Analysis section of the Annual Report on Form 10-K
for the year ended December 31, 2021.



Cautionary Statement Regarding Forward-Looking Statements





This report contains forward-looking statements that are based on assumptions
and may describe future plans, strategies and expectations of the Company. These
forward-looking statements are generally identified by use of the words
"believe", "expect", "intend", "anticipate", "estimate", "project" or similar
expressions. The Company's ability to predict results or the actual effect of
future plans or strategies is inherently uncertain. Factors which could have a
material adverse effect on the operations of the Company and its subsidiaries
include, but are not limited to:



• our assumptions, estimates and beliefs regarding the possible effects of the

COVID-19 pandemic on general economic conditions, public health and consumer

demand, and the Company's results of operations, liquidity, capital resources

and general performance in the future;

• our ability to obtain financing, including the possible impact of COVID-19 and

the limitations in the Revenue Sharing Agreement;

• our limited cash and our history of losses;

• our ability to achieve profitability;






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• our ability to continue as a going concern;

• whether we obtain market acceptance and effectively commercialize our products;

• the adequacy of protections afforded to us by the patents that we own and the

cost of maintaining, enforcing and deeding our patents;

• receiving an unfavorable ruling in our current litigation proceedings, which


   may adversely affect our business, results of operations and financial
   condition;


• changes in economic, competitive, governmental, technological and other factors

that may affect our business (including component costs) and prospects;

• our success at managing the risks involved in the foregoing items; and

• other factors discussed in this report and our other filings with the SEC.


Additional factors are discussed under "Risk Factors" and in Part I, "Item 1A -
Risk Factors" in the Company's Annual Report on Form 10-K for the year ended
December 31, 2021 and under Part II, "Item 1A - Risk Factors" in the Company's
quarterly reports on Form 10-Q. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements. Except as required by applicable law or
regulation, the Company does not undertake, and specifically disclaims any
obligation, to release publicly the result of any revisions that may be made to
any forward-looking statements to reflect events or circumstances after the date
of the statements or to reflect the occurrence of anticipated or unanticipated
events.



Results Of Operations



Three Months ended March 31, 2022 compared to the Three Months ended March 31,
2021



Total Revenues



                                                         For the Three Months Ended
                                                                  March 31,
                                                            2022               2021        % Change
Patent Monetization revenues
License revenues                                       $           38       $       84           (55 )

Total Patent Monetization revenues                                 38               84           (55 )

Andrea DSP Microphone and Audio Software Products
revenues
Revenue from automotive array microphone products              68,099           80,178           (15 )   (a)
Revenue from OEM array microphone products                    340,500          263,824            29     (b)
Revenue from customized digital products                       37,560           64,273           (42 )   (c)
All other Andrea DSP Microphone and Audio Software
Products revenues                                              63,309           14,940           324     (d)
License revenues                                                1,080            3,185           (66 )
Total Andrea DSP Microphone and Audio Software
Products revenues                                             510,548          426,400            20

Total revenues                                         $      510,586       $  426,484            20



(a) The approximate $12,000 decrease in revenues from automotive array microphone

products for the three months ended March 31, 2022, as compared to the same

period in 2021, is the result of timing of sales to integrators of public

safety and mass transit vehicle solutions.

(b) The approximate $77,000 increase in revenues from OEM array microphone

products for the three months ended March 31, 2022, as compared to the same

period in 2021, is primarily the result of sales to new customers that are

integrating our commercial product audio solutions.






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(c) The decrease of approximately $27,000 in customized digital products revenue

for the three months ended March 31, 2022, as compared to the same period in


     2021, are related to the timing of purchases from an OEM customer for a
     customized digital product.


(d) The increase of approximately $48,000 in revenues of all other Andrea DSP

Microphone and Audio Software Products for the three months ended March 31,

2022, as compared to the same period in 2021, is primarily the result of

increased revenues of speaker and amplifier kits, a new addition to our


     overall audio solutions.




Cost of Product Revenues



Cost of product revenues as a percentage of total revenues for the three months
ended March 31, 2022 and 2021 was 26% and 24%, respectively. There was no cost
of product revenues associated with the Patent Monetization revenues of $38 and
$84 for the three months ended March 31, 2022 and 2021, respectively. This
increase in cost of product revenues as a percentage of total revenues are
primarily the result of the increased component costs because of supply chain
issues as well as the product mix described in "Total Revenues" above.



Patent Monetization Expenses





Patent monetization expenses for the three months ended March 31, 2022 increased
2% to $40,136 from $39,172 for the three months ended March 31, 2021. These
expenses are a result of our continuing efforts to pursue patent monetization
including the filing of the complaints disclosed under Part II, Item 1 Legal
Proceedings. The increase in Patent Monetization expenses for the three months
ended March 31, 2022 is mainly attributable to the timing of legal services
incurred to pursue patent monetization.



Research and Development Expenses


Research and development expenses for the three months ended March 31, 2022
decreased 4% to $131,798 from $137,724 for the three months ended March 31,
2021. This expense primarily relates to costs associated with the development of
new products. For the three months ended March 31, 2022, research and
development expenses reflect a 20% increase in our Patent Monetization efforts
to $4,518, or 3% of total research and development expenses, and a 5% decrease
in our Andrea DSP Microphone and Audio Software Technology efforts to $127,280,
or 97% of total research and development expenses. The changes in our Patent
Monetization efforts represent intangible asset amortization expense while the
changes in our Andrea DSP Microphone and Audio Software Technology efforts
reflect expenses related to our research efforts primarily focused on the
pursuit of commercializing a natural language-driven human/machine interface by
developing optimal far-field microphone solutions for various voice-driven
interfaces, incorporating Andrea's digital super directional array microphone
technology, and certain other related technologies such as noise suppression and
stereo acoustic echo cancellation. We believe that continued research and
development spending should benefit Andrea in the future.



General, Administrative and Selling Expenses


General, administrative and selling expenses increased approximately 1% to
$278,761 for the three months ended March 31, 2022 from $276,216 for the three
months ended March 31, 2021. For the three months ended March 31, 2022, general,
administrative and selling expenses related to our Andrea DSP Microphone and
Audio Software Technology were $256,815, or 92% of total general, administrative
and selling expenses while those related to our Patent Monetization efforts were
$21,946, or 8%. These small increases relate to changes in regular operating
expenses.



Interest expense, net



Interest expense, net for the three months ended March 31, 2022 was $18,915
compared to $17,499 for the three months ended March 31, 2021. The slight change
in this line item was attributable to an increase in interest expense due to a
higher amount of debt outstanding, combined with a decrease of interest income
related to lower cash balances.



Provision for Income Taxes



There was no provision for income taxes for the three months ended March 31,
2022. The income tax provision for the three months ended March 31, 2021 was
$288.



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Net loss



Net loss for the three months ended March 31, 2022 was $92,805 compared to a net
loss of $3,923 for the three months ended March 31, 2021. The net loss for the
three months ended March 31, 2022 and 2021 principally reflects the factors
described above.



Off-Balance Sheet Arrangements





The Company has no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on its financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.



Liquidity And Capital Resources





At March 31, 2022, we had cash of $124,912 compared with $148,349 at December
31, 2021. The decrease in our cash balance at March 31, 2022 was primarily the
result of cash used in operating activities.



Our working capital balance at March 31, 2022 was $23,760 compared to working
capital of $14,940 at December 31, 2021. The increase in working capital
reflects an increase in total current assets of $11,119 offset in part by an
increase in total current liabilities of $2,299. The increase in total current
assets reflects a decrease in cash of $23,437, a decrease in accounts receivable
of $1,839, an increase in inventories of $63,382 and a decrease in prepaid
expenses and other current assets of $26,987. The increase in total current
liabilities reflects an increase in trade accounts payable and other current
liabilities of $2,299.



The decrease in cash of $23,437 reflects $91,143 of net cash used in operating
activities, $2,294 of net cash used in investing activities and $70,000 of net
cash provided by financing activities.



The cash used in operating activities of $91,143, excluding non-cash charges for
the three months ended March 31, 2022, was attributable to a $1,839 decrease in
accounts receivable, a $58,673 increase in inventories, a $26,987 decrease in
prepaid expenses and other current assets and a $7,214 decrease in trade
accounts payable and other current liabilities and lease liabilities payable.
The changes in accounts receivable, inventories, prepaid expenses and other
current assets and trade accounts payable and other current liabilities and
lease liabilities payable primarily reflect differences in the timing related to
both the payments for and the acquisition of inventory as well as for other
services in connection with ongoing efforts related to Andrea's various product
lines including continuing efforts to pursue patent monetization.



The cash used in investing activities of $2,294 reflects purchases of property
and equipment. The increase in property and equipment is associated with the
purchases of computer equipment.



The cash provided by financing activities of $70,000 reflects the proceeds from long-term notes.


We plan to improve our cash flows by aggressively pursuing monetization of our
patents related to our Andrea DSP Microphone Audio Software, increasing the
sales of our Andrea DSP Microphone Audio Software Products through the
introduction of new products as well as our increased sales and marketing
efforts. As of May 9, 2022, Andrea had approximately $40,000 of cash deposits.
For discussion regarding management's evaluation of our ability to meet our
obligations as they come due in coming months, see the section titled
"Liquidity" in Note 1, Basis of Presentation, of the notes to unaudited
condensed consolidated interim financial statements. We cannot provide
assurances that demand will continue for any of our products, including future
products related to our Andrea DSP Microphone and Audio Software technologies,
or, that if such demand does exist, that we will be able to obtain the necessary
working capital to increase production and provide marketing resources to meet
such demand on favorable terms, or at all.

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