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

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 on December 31, 2021 was $12.6 million
compared to $772 thousand on December 31, 2020. On December 31, 2021, we had
$5.1 million of outstanding borrowings on our asset-based credit line with
availability of $445 thousand and working capital of $27.8 million.



In August 2021, we completed a public offering raise of $22.7 million and issued
an aggregate of 10,000,000 shares at a purchase price of $2.50 per share. Other
major changes in cash and cash equivalents during fiscal 2021 was a decrease of
approximately $4.3 million in accounts receivable, an increase of $16.1 million
in inventories, an increase of $862 thousand in accounts payable and a decrease
of $2.3 million in accrued expenses. In fiscal 2021, the Company also had a net
loss of $3.6 million, which contributed to a decrease in cash and cash
equivalents.



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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.



Prior to July 2020, almost all of our products were produced in China and were
subject to a tariff on our cost of goods at the time of entry into the U.S.
Beginning in July 2020, a majority of our products were produced in Vietnam
while a small portion of our products continued to be produced in China. The
China related tariff is 25%. These tariffs have a significant impact on our cost
of inventory and profitability. These tariffs may not be reduced and may even be
increased. Although we have significantly reduced tariff costs with the
transition to Vietnam production, it is not possible to predict the impact of
tariffs in the future, which could have a material adverse impact on our net
income and cash position and we may continue to experience losses.



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 years ended December 31, 2021 and 2020, we
generated net sales of $55.4 million and $48.0 million, respectively.



COVID-19 Pandemic



We are subject to risks and uncertainties as a result of the COVID-19 pandemic.
The extent of the impact of the COVID-19 pandemic on our business is highly
uncertain and difficult to predict, particularly as variants of the coronavirus
continue to spread around the world. In March 2020, we instituted office
closures, travel restrictions and a work-from-anywhere policy for substantially
all our employees due to shelter-in-place mandates. In June 2021, we opened our
U.S. offices to employees, who choose to work in the office, and we lifted
certain travel restrictions. The COVID-19 pandemic has had a prolonged impact on
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. Although demand for our products has
increased relative to pre-pandemic levels as consumers and businesses seek
flexible networking solution 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.
Furthermore, our supply chain continues to face constraints primarily due to
challenges in sourcing components and materials and managing global logistics
and transport services for our products due to shortages and delays. The
prolonged impact of COVID-19 could exacerbate these constraints or cause further
supply chain disruptions. In 2021, we experienced increases in costs of
materials and components for our products. We expect these costs to remain
elevated for the foreseeable future.



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, and are
sold to ISPs, who then promote the services to their subscribers. 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.



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Product Returns. Products are returned by retail stores and distributors for
inventory balancing, contractual stock rotation privileges, 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 each quarter 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. As part of the process of preparing our
financial statements, 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(s).



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Results of Operations


The following table sets forth certain financial data derived from our
consolidated statements of operations for the years ended December 31, 2021 and
2020 presented in absolute dollars and as a percentage of net sales, with
dollars and percentage change year over year.



                                                  Years ended December 31,                              Change
                                             2021                          2020                     $              %
Net sales                          $ 55,422,526       100.0 %    $ 47,988,549       100.0 %    $  7,433,977         15.5 %
Cost of goods sold                   37,892,947        68.4        34,382,314        71.6         3,510,633         10.2
Gross profit                         17,529,579        31.6        13,606,235        28.4         3,923,344         28.8
Operating expenses:
Selling and marketing                13,747,959        24.8         9,154,685        19.1         4,593,274         50.2
General and administrative            4,889,702         8.8         5,443,529        11.3          (553,827 )      (10.2 )
Research and development              6,164,362        11.1         3,828,223         8.0         2,336,139         61.0
Sale of Trademark, net               (3,955,626 )      (7.1 )               -           -        (3,955,626 )         NA
Total operating expenses             20,846,397        37.6        18,426,437        38.4         2,419,960         13.1

Operating loss                       (3,316,818 )      (6.0 )      (4,820,202 )     (10.0 )       1,503,384        (31.2 )

Total other income (expense)           (206,149 )      (0.4 )        

988,503 2.1 (1,194,652 ) (120.9 )


Loss before income taxes             (3,522,967 )      (6.4 )      

(3,831,699 ) (7.9 ) 308,732 (8.1 )


Income tax provision                     63,773         0.1            26,716         0.1            37,057        138.7

Net loss                           $ (3,586,740 )      (6.5 )%   $ (3,858,415 )      (8.0 )%   $    271,675         (7.0 )%




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Comparison of Fiscal Years 2021 and 2020




The following table sets forth our revenues by product and the changes in
revenues for fiscal year ended December 31, 2021, as compared to fiscal year
ended December 31, 2020:



                                              Years ended December 31,
                                2021             2020           Change $        Change %

Cable Modems & gateways     $ 53,751,499     $ 44,473,601     $  9,277,898           20.9 %
Other networking products      1,145,670        3,514,948       (2,369,278 )        (67.4 )
Software as a Service            525,357                -          525,357             NA
Total                       $ 55,422,526     $ 47,988,549     $  7,433,977           15.5 %




The following table sets forth our revenues by geographic area and the changes
in revenues for fiscal year ended December 31, 2021, as compared to fiscal year
ended December 31, 2020:



                                          Years ended December 31,
                            2021             2020          Change $        Change %

North America           $ 55,190,373     $ 47,116,632     $ 8,073,741           17.1 %
Outside North America        232,153          871,917        (639,764 )        (73.4 )
Total                   $ 55,422,526     $ 47,988,549     $ 7,433,977           15.5 %



(1) Revenues are attributed to geographies based on the location of the customer.





Net Sales



Our total net sales increased year-over-year by $7.4 million or 15.5%. The
growth in net sales is directly attributable to increased sales of Motorola
branded cable modems and gateways, including intelligent networking products
that include the Minim software. In both 2021 and 2020, we primarily generated
our sales by selling cable modems and gateways. Sales related to SaaS offerings
were $525 thousand and $0 in the years ended December 31, 2021 and 2020,
respectively. The decrease in other category of $2.4 million in 2021 compared to
2020 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 increase in gross profit was attributable to sales growth of Motorola
branded cable modems and gateways. 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.



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The following table presents net sales and gross margin, for the periods
indicated:



                                 Years ended December 31,
                   2021             2020          $ Change        % Change
Net sales      $ 55,422,526     $ 47,988,549     $ 7,433,977           15.5 %
Gross margin           31.6 %           28.4 %




Gross profit and gross margin increased in fiscal 2021 compared to the prior
fiscal year, primarily due to higher net sales and reductions in tariffs and air
freight expense of approximately $4.2 million.



We expect fiscal 2022 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.



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:



                                         Years ended December 31,
                            2021            2020          $ Change       % Change
Selling and marketing   $ 13,747,959     $ 9,154,685     $ 4,593,274           50.2 %




Sales and marketing expenses increased in fiscal 2021, as compared to the prior
year, primarily due to an increase in Motorola royalty fees of $1.2 million,
personnel expenses of $2.0 million and marketing program campaigns of $1.4
million.



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:



                                               Years ended December 31,
                                2021            2020          $ Change       % Change
General and administrative   $ 4,889,702     $ 5,443,529     $ (553,827 )  
     (10.2 )%




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General and administrative expenses decreased $0.6 million primarily due to a
$0.9 million reduction in professional services, of which $1.6 million was
attributable to the professional services related to the merger with Zoom
Connectivity incurred in 2020, and a $0.4 million reduction in personnel
expenses, partially offset by $0.4 million in legal settlements, and an increase
of $0.2 million in provisions for bad debt.



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,
                              2021            2020          $ Change        % Change
Research and development   $ 6,164,362     $ 3,828,223     $ 2,336,139           61.0 %



The increase of $2.3 million was primarily due to personnel expenses of $1.5
million
and increased contract labor, professional fees, product testing,
certification and software development costs of $0.8 million.

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 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.



Trademark sale. On August 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,
                            2021          2020          $ Change        % Change

Other income (expense) $ (206,149 ) $ 988,503 $ (1,194,652 )

   NA



Other income (expense), net was an expense of $206 thousand in fiscal 2021 and
income of $1.0 million in fiscal 2020, primarily due to a $1.1 million
forgiveness in 2020 on loans received under the Paycheck Protection Plan of the
Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). Of the $1.1
million forgiveness, $545 thousand related to loan proceeds received by Zoom
Connectivity prior to the Zoom Connectivity merger but forgiven after the Zoom
Connectivity merger. Refer to Note 4 of the Consolidated Financial Statements.



Income Tax Expense (Benefit). We recorded minimum state income tax for a few
states and tax related to our operations in Mexico, which was $64 thousand and
$27 thousand in fiscal 2021 and fiscal 2020, respectively.



                             Years ended December 31,
                 2021         2020       $ Change       % Change
Income taxes   $ 63,773     $ 26,716     $  37,057           58.1 %




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Unaudited Pro Forma Information




The following unaudited pro forma financial information summarizes the combined
results of operations for the Company and Zoom Connectivity, Inc. as if the
merger of Zoom Connectivity, Inc. had been completed on January 1, 2020. The pro
forma results have been prepared for comparative purposes only, and do not
necessarily represent what the net sales or results of operations would have
been had the merger been completed on January 1, 2020. In addition, these
results are not intended to be a projection of future operating results. The
unaudited pro forma information includes adjustments to eliminate intercompany
transactions and align accounting policies. The pro forma results for the year
ended December 31, 2020 also includes the non-recurring transaction costs
totaling $1.6 million.



                                                      Year Ended
                                                   December 31, 2020

Pro forma revenue                                 $        48,426,339
Pro forma net loss                                $        (6,582,873 )
Pro forma net loss per share, basic and diluted   $             (0.20 )




Liquidity and Capital Resources




Our principal sources of liquidity are cash and cash equivalents and borrowings
under our SVB line-of-credit. As of December 31, 2021, we had cash and cash
equivalents of $12.6 million as compared to $772 thousand on December 31, 2020.
On December 31, 2021, we had $5.1 million of borrowings outstanding and $445
thousand available on our $25.0 million SVB line-of-credit and working capital
of $27.8 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.



On August 12, 2021, we entered into an agreement with Zoom Video Communications,
Inc. to sell, and sold, all of our rights, 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.



On August 2, 2021, we completed a public offering of 10 million shares of our
common stock for $22.7 million in net proceeds after deducting underwriter's
discounts and commissions and other offering expenses.



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Cash Flows


The following table presents our cash flows for the periods presented:




                                               Years ended December 31,
                                                2021              2020
Cash used in operating activities           $ (14,272,267 )   $ (7,093,874 )
Cash used in investing activities                (681,828 )       (578,089 )

Cash provided by financing activities 26,452,783 7,876,827
Net increase in cash and cash equivalents $ 11,498,688 $ 204,864

Cash Flows from Operating Activities.




Cash used in operating activities of $14.3 million for 2021 reflected our net
loss of $3.6 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 ($16.1
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 used in operating activities of $7.1 million for 2020 reflected our net
loss of $3.9 million, adjusted for non-cash expenses, consisting primarily of
loan forgiveness of $1.1 million. Uses of cash included an increase in accounts
receivable of $5.0 million due to increased sales and increased inventories of
$8.9 million. Sources of cash include increases in accounts payable of $6.7
million and accrued expenses of $4.7 million.



Cash Flows from Investing Activities. In 2021, $593 thousand was used to
purchase equipment and $89 thousand was used for certification costs.




In 2020, cash acquired in merger was a source of cash of $502 thousand. Cash was
used for certification costs ($461 thousand), capitalized software costs ($317
thousand), and the purchase of equipment ($303 thousand).



Cash Flows from Financing Activities. 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 the Rosenthal & Rosenthal, Inc. line-of-credit of $2.4 million.



Cash provided by financing activities in 2020 consisted primarily of net
proceeds from a private placement offering of $3.2 million, $2.4 million in
borrowings under our line-of-credit with Rosenthal & Rosenthal, Inc., and $1.2
million
from stock option exercises.



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 December 31, 2021, we believe our current cash and cash equivalents 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.



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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 December 31, 2021, we have Federal and state net operating loss carry
forwards of approximately $65.0 million and $22.1 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 bank credit line, refer to Note 8 and for a description
of our operating leases, 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 with North American
Production Sharing, Inc. ("NAPS"). This agreement provides that NAPS provide
certain personnel and other services for a production facility in Mexico on our
behalf. Although the maquiladora agreement expired on September 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 Glimpses

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