MINIM, INC. The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included in this Annual Report on Form 10-K. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties including those discussed under Part I, Item 1A, "Risk Factors." These risks and uncertainties may cause actual results to differ materially from those discussed in the forward-looking statements. 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 home router must go the way of the mobile phone. Today's routers are simple, single-purpose devices that rarely receive firmware updates and have underdeveloped management applications, making them the #1 target in residential cybersecurity attacks. It can be so much more. The router must offer frequent security updates, helpful apps, extensive personalization options and a delightful interface. That is what Minim delivers- not just the router or just an app, but WiFi as a Service. Technically, it's composed of an intelligent router managed by a smart operating system that leverages cloud computing and AI to analyze and optimize the smart home, combined with intuitive applications to engage with it. We continually seek to improve our product designs and manufacturing approach to elevate product performance and reduce our costs. We pursue a strategy of outsourcing rather than internally developing our hardware 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. Generally, our gross margin for a given product 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. Minim's sales to certain countries are currently handled by a single master distributor for each country that 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 onDecember 31, 2022 was$530 thousand compared to$12.6 million onDecember 31, 2021 . OnDecember 31, 2022 , we had$4.8 million of outstanding borrowings on our asset-based credit line with availability of$38 thousand and$1.0 million outstanding on the Bridge Loan. Our working capital was$15.7 million as ofDecember 31, 2022 . The major changes in cash and cash equivalents during fiscal 2022 was a decrease of approximately$2.2 million in accounts receivables, a decrease of$6.7 million in inventory, a decrease of$9.6 million in accounts payable, and a decrease of$839 thousand in accrued expenses. In fiscal 2022, the Company also had a net loss of$15.5 million , which contributed to a decrease in cash and cash equivalents. 24 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 collecting related receivables. The Company will be required to refinance its debt in 2023 given the SVB Loan Agreement expires inJanuary 2024 . In the first quarter of 2023, the Company has implemented cost reduction plans to align its cost structure to its sales and increase its liquidity. The Company will continue to monitor its cost in relation to its sales and adjust its cost structure accordingly.
In the years ended
COVID-19 Pandemic The COVID-19 pandemic continued to impact our supply chain operations due to restrictions, reduced capacity, and limited availability from suppliers on whom we rely for sourcing components and materials and from third-party partners on whom we rely for manufacturing, warehousing, and logistics services. In 2022, we experienced increases in costs of materials, components for our products, and freight costs. Beginning in the third quarter of 2022, we began seeing reduction in transportation costs and transport availability. We will not realize the gross margin benefits from the transportation cost reductions until mid-2023 as we continue to work through inventory obtained when freight costs were elevated. If disruptions in our supply chain operations or any increases to costs associated with supply chain operations brought on by COVID-19 occur again, we could experience a negative impact on our revenue and operating margin performance.
Although demand for our products has increased relative to pre-pandemic levels as consumers and businesses seek flexible networking solutions for their day-to-day needs, customers' purchasing decisions over the long-term may be impacted by the pandemic and its impact on the economy, which could in turn impact our revenue and results of operations.
Recent Accounting Standards
Please refer to Note 2 of the Notes to the Consolidated Financial Statements, which is incorporated herein by reference.
Critical Accounting Policies and Estimates
Following is a discussion of what we view as our more significant accounting
policies and estimates. As described below, management judgments and estimates
must be made and used in connection with the preparation of our consolidated
financial statements. We have identified areas where material differences could
result in the amount and timing of our net sales, costs, and expenses for any
period if we had made different judgments or used different estimates.
Revenue Recognition. We primarily sell hardware products to computer peripherals
retailers, computer product distributors, OEMs, and direct to consumers and
other channel partners via the Internet. The hardware products include cable
modems and gateways, mobile broadband modems, wireless routers, MoCA adapters
and mesh home networking devices. We also sell the Minim subscription service
that enables and secures a better connected home using the Minim AI-driven smart
home WiFi management and security platform.
The SaaS is offered over a defined contract period, generally one year. These
services are available as an on-demand application over the defined term. The
agreements include service offerings, which deliver applications and
technologies via cloud-based deployment models that we develop functionality
for, provide unspecified updates and enhancements for, and host, manage, provide
upgrades and support for the customers' access by entering into solution
agreements for a stated period. The monthly fees charged to the customers are
based on the number of subscribers utilizing the services each month, and the
revenue recognized generally corresponds to the monthly billing amounts as the
services are delivered. Customers do not have the contractual right or ability
to take possession of the hosted software.
We consider each product and each service contract to be a distinct performance
obligation. Revenue is recognized when a performance obligation is satisfied,
which occurs when control of the promised products or services is transferred to
the customer in an amount that reflects the consideration we expect to receive
in exchange for those products or services. Revenue from product sales is
recognized at a point in time when management has determined that control has
transferred to the customer, which is generally when legal title has transferred
to the customer. Revenue from SaaS contracts is recognized as the output of the
service is transferred to the customer over time, typically evenly over the
contract term. Revenue is recognized net of allowances for returns and any taxes
collected from customers, which are subsequently remitted to governmental
authorities.
Our contracts with customers often include promises to transfer multiple
products and services to a customer. Determining whether products and services
are considered distinct performance obligations that should be accounted for
separately versus together may require significant judgment. Judgment is also
required to determine the stand-alone selling price ("SSP") for each distinct
performance obligation. We use an observable price to estimate SSP for items
that are sold separately. In instances where SSP is not directly observable,
such as when we do not sell the product or service separately, we determine the
SSP using information that may include market conditions and other observable
inputs.
25
Product Returns. Products are returned by retail stores and distributors for
inventory balancing and warranty repair or replacements. Analyses of actual
returned product are compared to analyses of the product return estimates. We
have concluded that the current process of estimating the return reserve
represents a fair measure with which to adjust revenue. Returned goods are
variable and under ASC Topic 606, Revenue from Contracts with Customers, are
estimated and recognized as a reduction of revenue as performance obligations
are satisfied (e.g., upon shipment of goods). Under ASC Topic 606, the Company
monitors pending authorized returns of goods and, if deemed appropriate, record
the right of return asset accordingly.
Inventory Valuation and Cost of Goods Sold. Inventory is valued at the lower of
cost, determined by the first-in, first-out method, or its net realizable value.
We review inventories for obsolete and slow-moving products and make provisions
based on our estimate of the probability that the material will not be consumed
or that it will be sold below cost. Additionally, material product certification
costs on new products are capitalized and amortized over the expected period of
value of the respective products.
Valuation of Deferred Tax Assets. We estimate our income tax expense and
deferred income tax position. This process involves the estimation of our actual
current tax exposure together with assessing temporary differences resulting
from differing treatment of items for tax and accounting purposes. These
differences result in deferred tax assets and liabilities, which are included in
our balance sheet. We then assess the likelihood that our deferred tax assets
will be recovered from future taxable income. To the extent we believe that
recovery is not likely, we establish a valuation allowance. Changes in the
valuation allowance are reflected in the statement of operations.
Significant management judgment is required in determining our provision for
income taxes and any valuation allowances. We have recorded a 100% valuation
allowance against our deferred income tax assets. It is management's estimate
that, after considering all available objective evidence, historical and
prospective, with greater weight given to historical evidence, it is more likely
than not that these assets will not be realized. If we establish a record of
continuing profitability, at some point we will be required to reduce the
valuation allowance and recognize an equal income tax benefit which will
increase net income in that period.
Results of Operations
The following table sets forth certain financial data derived from our
consolidated statements of operations for the years ended
Years ended December 31, Change
2022 2021 $ %
Net sales $ 50,622,143 100 % $
55,422,526 100.0 %
38,695,605 76.4 36,504,874 65.9 (2,190,731 ) (6.0 )
Gross profit 11,926,538 23.6 18,917,652 34.1 (6,991,114 ) (37.0 )
Operating expenses:
Selling and marketing 15,022,638 29.7 13,747,959 24.8 1,274,679 9.3
General and administrative 6,124,034 12.1 4,889,702 8.8 1,234,332 25.2
Research and development 5,824,906 11.5 6,164,362 11.1 (339,456 ) (5.5 )
Sale of Trademark, net - - (3,955,626 ) (7.1 ) 3,955,626 100 Total operating expenses
26,971,578 53.3 20,846,397 37.6 6,125,181 29.4
Operating loss (15,045,040 ) (29.7 ) (1,928,745 ) (3.5 ) (13,116,295) (680.0 )
Total other income (expense) (391,856 ) (0.8 ) (206,149 ) (0.4 ) (185,707 ) 90.1
Loss before income taxes (15,436,896 ) (30.5 )
(2,134,894 ) (3.9 ) (13,302,002) (623.1 )
Income tax provision 112,348 0.2 63,773 0.1 48,575 76.2 Net loss$ (15,549,244 ) (30.7 )%$ (2,198,667 ) (4.0. )%$ (13,350,577 ) (607.2 )% 26
Comparison of Fiscal Years 2022 and 2021
The following table sets forth our revenues by product and the changes in revenues for fiscal year endedDecember 31, 2022 , as compared to fiscal year endedDecember 31, 2021 : Years ended December 31, 2022 2021 Change $ Change % Cable Modems & gateways$ 48,433,757 $ 53,751,499 $ (5,317,742 ) (9.9 )% Other networking products 1,276,849 1,145,670 131,179 11.5 Software as a Service 911,537 525,357 386,180 73.5 Total$ 50,622,143 $ 55,422,526 $ (4,800,383 ) (8.7 )% Net Sales Our total net sales decreased year-over-year by$4.8 million or 8.7%. The decline in net sales is directly attributable to decreased sales of Motorola branded cable modems and gateways, including intelligent networking products that include the Minim SaaS offering. In both 2022 and 2021, we primarily generated our sales by selling cable modems and gateways. Sales related to SaaS offerings were$912 thousand and$525 thousand in the years endedDecember 31, 2022 and 2021, respectively. The increase in other networking products of$131 thousand in 2022 compared to 2021 is primarily due to a reduction in MoCA products and a refocus on new products introductions.
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 decline of Motorola
branded cable modems and gateways, an inventory reserve on a single product, and
increased freight and component costs. 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.
27
The following table presents net sales, cost of goods sold, and gross margin,
for the periods indicated:
Years ended December 31,
2022 2021 $ Change % Change
Net sales $ 50,622,143 $ 55,422,526 $ (4,800,383 ) (8.7 )%
Cost of goods sold $ 38,695,605 $ 36,504,874 $ 2,190,731 (6.0 )%
Gross margin 23.6 % 34.1 %
Gross profit and gross margin decreased in fiscal 2022 compared to the prior
fiscal year, primarily due to the decline in net sales and an inventory reserve
on a single product of approximately $1.9 million .
We expect fiscal 2023 gross margins to increase. In 2023, we do not anticipate
significant inventory reserves. In 2022, we experienced meaningful increases in
costs of freight, materials, and components for our products. Although freight
and certain component costs have reduced beginning in the third quarter of 2022,
we will not realize improvements to margins until mid-2023 as we continue to
work through inventory obtained when freight and component costs were elevated.
We may continue to experience disruptions from the pandemic, with manufacturing
partners being affected by factory uptime and scarcity of materials and
components. These disruptions could increase the length of time taken between
order to production and transportation of inventory. If such disruptions become
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.
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, 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:
Years ended December 31,
2022 2021 $ Change % Change
Selling and marketing $ 15,022,638 $ 13,747,959 $ 1,274,679 9.3 %
Sales and marketing expenses increased in fiscal 2022, as compared to the prior
year, primarily due to an increase in marketing program campaigns of
We expect our selling and marketing expenses as a percentage of net sales in fiscal 2023 to decrease compared to fiscal 2022 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:
Years ended December 31,
2022 2021 $ Change % ChangeGeneral and administrative$ 6,124,034 $ 4,889,702 $ 1,234,332
25.2 % 28
General and administrative expenses increased$1.2 million primarily due to an increase of$1.2 million in personnel costs, including$0.2 million in severance costs and$0.3 million in stock compensation expense, and$0.6 million in software licenses, partially offset by a decrease of$0.5 million in professional services fees. 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:
Years ended December 31,
2022 2021 $ Change % Change
Research and development $ 5,824,906 $ 6,164,362 $ (339,456 ) (5.5 )%
The decrease of
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 software solutions. We expect research and development expenses as a percentage of net sales in fiscal 2023 to be in line with or slightly below fiscal 2022 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. Trademark sale. OnAugust 12, 2021 , the Company entered into an agreement with Zoom Video Communications, Inc. to sell all of the Company's right, title and interest in the ZOOM® trademark for cash consideration in the amount of$4.0 million , net of legal costs incurred of$44 thousand . The Company did not have a carrying basis in the trademark that was subject to the agreement and recorded income of approximately$4.0 million , which is recorded in income from continuing operations pursuant to ASC 360-10, Impairment or Disposal of Long-Lived Assets. Other Income (Expense) Years ended December 31, 2022 2021 $ Change % Change
Other income (expense)
Other income (expense), net was an expense of$392 thousand in fiscal 2022 and expense of$206 thousand in fiscal 2021, primarily due to increased borrowing interest rates related to the SVB Loan Agreement. Income Tax Expense (Benefit). We recorded minimum state income tax for a few states and tax related to our operations inMexico , which was$112 thousand and$64 thousand in fiscal 2022 and fiscal 2021, respectively. Years ended December 31, 2022 2021 $ Change % Change Income taxes$ 112,348 $ 63,773 $ 48,575 76.2 %
Liquidity and Capital Resources
Our principal sources of liquidity are cash and cash equivalents, sales of inventory, borrowing under our line-of credit and a bridge loan atDecember 31, 2022 . As ofDecember 31, 2022 , we had cash and cash equivalents of$530 thousand and$500 thousand in restricted cash as compared to$12.6 million in cash and cash equivalents and$500 thousand in restricted cash onDecember 31, 2021 . OnDecember 31, 2022 , we had$4.8 million of borrowings outstanding and$38 thousand available on our$10.0 million SVB line-of-credit and working capital of$15.7 million . We have funded our operations and investing activities primarily through borrowings on our line of credit, the sale of assets and
the sale of our common stock.
Our historical cash outflows have primarily been associated with: (1) cash used for operating activities such as the purchase and growth of inventory, expansion of our sales and marketing and research and development and other working capital needs; (2) capital expenditures related to the acquisition of equipment; and (4) cash used to repay our debt obligations and related interest expense. Fluctuations in our working capital due to timing differences of our cash receipts and cash disbursements also impact our cash inflows and outflows. Our consolidated financial statements as ofDecember 31, 2022 were prepared under the assumption that we will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt exists about our ability to continue as a going concern, and we will require additional liquidity to continue operations beyond the next 12 months. Our consolidated financial statements as ofDecember 31, 2022 , do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if we were unable to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or part of their investment. 29 Cash Flows
The following table presents our cash flows for the periods presented:
Years ended December 31,
2022 2021Cash used in operating activities$ (12,170,073 ) $ (14,272,267 ) Cash used in investing activities (695,017 ) (681,828 ) Cash provided by financing activities 824,755
26,452,783
Net (decrease) increase in cash and cash equivalents$ (12,040,335 ) $ 11,498,688
Cash Flows from Operating Activities.
Cash used in operating activities of$12.2 million for 2022 reflected our net loss of$15.5 million , adjusted for non-cash expenses, consisting primarily of$0.8 million of depreciation and amortization,$1.2 million of stock-based compensation expense, and a$0.1 million write-off of goodwill and intangible assets. Uses of cash included a reduction in accounts payable of$9.6 million and a decrease in accrued expenses$0.8 million . Sources of cash included a decrease of accounts receivable of$2.2 million , a decrease in inventory of$6.7 million , and increase in deferred revenue of$671 thousand . Cash used in operating activities of$14.3 million for 2021 reflected our net loss of$2.2 million , adjusted for non-cash expenses, consisting primarily of$1.0 million of depreciation and amortization and$1.0 million of stock-based compensation expense. Uses of cash include an increase in inventories ($18.0 million ) and a decrease in accrued expenses ($2.3 million ). Sources of cash included a decrease of accounts receivable of$4.3 million and increases in accounts payable of$862 thousand and deferred revenue of$662 thousand .
Cash Flows from Investing Activities.
In 2022,
In 2021,
Cash Flows from Financing Activities. Cash provided by financing activities in 2022 consisted of proceeds from a bridge loan of$1 million , proceeds from stock option exercises of$0.2 million . Uses of cash in 2022 included$0.4 million in borrowing reductions under our SVB line-of-credit. Cash provided by financing activities in 2021 consisted of a source of cash of$22.7 million from a public offering,$5.2 million from borrowings under our SVB line-of-credit, and$1.2 million in proceeds from the exercises of common stock options. Uses of cash include the repayment of theRosenthal & Rosenthal, Inc. line-of-credit of$2.4 million . 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.
In addition, we will need to refinance the SVB Loan Agreement and the Bridge
Loan by
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 product development programs, will significantly impact our cash management decisions. AtDecember 31, 2022 , we believe our current cash and cash equivalents may not be sufficient to fund working capital requirements, capital expenditures and operations during the next twelve months. Our ability to continue as a going concern will depend on our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce or contain expenditures and increase revenues. Based on these factors, management determined that there is substantial doubt regarding our ability to continue as a going concern. In the first quarter of 2023, the Company has implemented cost reduction plans to align its cost structure to its sales and increase its liquidity. The Company will continue to monitor its costs in relation to its sales and adjust its
cost structure accordingly. 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 sales growth, funds required to service our debt, the receipt of and time required to obtain regulatory clearances and approvals, our sales and marketing programs, our need for infrastructure to support our sales growth, the continuing acceptance of our products in the marketplace, competing technologies and changes in the market and regulatory environment. 30
Our ability to fund our longer-term cash needs is subject to various risks, many of 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 us, if at all. AtDecember 31, 2022 , we have Federal and state net operating loss carry forwards of approximately$60.6 million and$29.8 million , respectively, available to reduce future taxable income. 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. Contractual Obligations For a description of our operating leases, refer to Note 8 and for a description of our bank credit line and bridge loan agreement, license agreement and purchase commitments, refer to Note 9 in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
Off-Balance Sheet Arrangements
In 2006, the Company entered into a maquiladora agreement withNorth American Production Sharing, Inc. ("NAPS"). This agreement provides that NAPS provide certain personnel and other services for a production facility inMexico on our behalf. Although the maquiladora agreement expired onSeptember 25, 2019 , the agreement automatically renews annually unless otherwise cancelled per provisions in the agreement. Any related assets, liabilities, or expenses are reported in the accompanying financial statements. Additionally, the Company is obligated to pay future minimum required royalty payments associated with certain licensing agreements which are not included in our consolidated balance sheet.
© Edgar Online, source
