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MINIM, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

The following Management's Discussion and Analysis of Financial Condition and
Results of Operations, as well as information contained in "Risk Factors" in
Part II, Item 1A and elsewhere in this Quarterly Report on Form 10-Q, contain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. We intend that these forward-looking statements be subject to the
safe harbor created by those provisions. Forward-looking statements are
generally written in the future tense and/or are preceded by words such as
"will," "may," "should," "forecast," "could," "expect," "suggest," "believe,"
"anticipate," "intend," "plan," "future," "potential," "target," "seek,"
"continue," "if" or other similar words. Forward-looking statements include
statements regarding our strategies as well as (1) our ability to predict
revenue and reduce costs related to our products or service offerings, (2) our
ability to effectively manage our sales channel inventory and product mix to
reduce excess inventory and lost sales, (3) our ability to forecast product
sales volumes and accordingly manufacture and manage inventory, (4) our ability
to generate sales of Motorola brand products sufficient to make that portion of
our business profitable, and retain the Motorola brand license for the Motorola
brand product we produce, (5) fluctuations in the level or quality of inventory,
(6) the sufficiency of our capital resources and the availability of debt and
equity financing, (7) the continuing impact of uncertain global economic
conditions on the demand for our products, (8) our ability to maintain and scale
adequate and secure software platform infrastructure, (9) the impact of
competition on demand for our products and services and (10) our competitive
position.

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
filed with the Securities and Exchange Commission ("SEC") on March 31, 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 assumptions
referred to above that could cause our results to differ materially from the
results expressed or implied by such forward-looking statements include, but are
not limited to, those discussed under the heading "Risk Factors" in Part II,
Item 1A hereto and the risks, uncertainties and assumptions discussed from time
to time in our other public filings and public announcements. All
forward-looking statements included in this document are based on information
available to us as of the date hereof. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by us or any other
person that the results or conditions described in such statements or our
objectives and plans will be achieved. Furthermore, past performance in
operations and share price is not necessarily indicative of future performance.
We disclaim any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise
that may arise after the date of this Quarterly Report on Form 10-Q.

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.

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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 on March 31, 2022 was $10.0 million
compared to $12.6 million on December 31, 2021. On March 31, 2022, we had $7.1
million
of outstanding borrowings on our asset-based credit line with
availability of $1.1 million and working capital of $25.8 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 collect
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 for the year ended December 31, 2021
as filed with the SEC on March 31, 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,
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.

16





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 $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.

18





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.

19




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. 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
$25.8 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 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; (4) cash used to repay our debt
obligations and related interest expense; and (5) cash used for acquisitions.
Fluctuations in our working capital due to timing differences of our cash
receipts and cash disbursements also impact our cash inflows and outflows.

Cash Flows

The following table presents our cash 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 operating 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 exercise 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.

20





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 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 intend 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 foreseeable 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 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 and cash that may be
required to settle our foreign currency hedges.

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.

At March 31, 2022, we have Federal and state net operating loss carry forwards
of approximately $56.6 million and $23.3 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

Commitments and Contractual Obligations

During the three months ended March 31, 2022, except as otherwise disclosed in
this Form 10-Q, there were no material changes to our capital commitments and
contractual obligations from those disclosed in our Form 10-K for the year ended
December 31, 2021.

Off-Balance Sheet Arrangements

We did not have any material off-balance sheet arrangements as of March 31,
2022
. See Note 6 to the accompanying consolidated financial statements for
additional disclosure.

21

© Edgar Online, source Glimpses

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