0001493152-23-028387.txt : 20230814 0001493152-23-028387.hdr.sgml : 20230814 20230814160151 ACCESSION NUMBER: 0001493152-23-028387 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 68 CONFORMED PERIOD OF REPORT: 20230630 FILED AS OF DATE: 20230814 DATE AS OF CHANGE: 20230814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SONIM TECHNOLOGIES INC CENTRAL INDEX KEY: 0001178697 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 943336783 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-38907 FILM NUMBER: 231169593 BUSINESS ADDRESS: STREET 1: 4445 EASTGATE MALL STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 650-378-8100 MAIL ADDRESS: STREET 1: 4445 EASTGATE MALL STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 10-Q 1 form10-q.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

 

 

 

FORM 10-Q

 

 

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to ____________

 

Commission File Number: 001-38907

 

 

 

Sonim Technologies, Inc.

(Exact name of -registrant as specified in its charter)

 

 

 

Delaware   94-3336783

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

4445 Eastgate Mall, Suite 200

San Diego, CA 92121

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code: (650) 378-8100

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading Symbol(s)

  Name of each exchange on which registered
Common Stock par value $0.001 per share   SONM   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

On July 31, 2023, there were 41,284,613 shares of the registrant’s common stock, par value $0.001, outstanding.

 

 

 

 

 

 

Table of Contents

 

    Page
PART I. FINANCIAL INFORMATION  
Item 1. Financial Statements (Unaudited)  
  Condensed Consolidated Balance Sheets 1
  Condensed Consolidated Statements of Operations 2
  Condensed Consolidated Statements of Stockholder’s Equity 3
  Condensed Consolidated Statements of Cash Flows 4
  Notes to Unaudited Condensed Consolidated Financial Statements 5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 20
Item 4. Controls and Procedures 20
PART II. OTHER INFORMATION  
Item 1. Legal Proceedings 21
Item 1A. Risk Factors 21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21
Item 3. Defaults Upon Senior Securities 21
Item 4. Mine Safety Disclosures 21
Item 5. Other Information 21
Item 6. Exhibits 22
Signatures 23

 

i
 

 

SONIM TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

JUNE 30, 2023 AND DECEMBER 31, 2022 (UNAUDITED)

(IN THOUSANDS OF U.S. DOLLARS EXCEPT SHARE AND

PER SHARE AMOUNTS)

 

   

June 30, 2023

   

December 31, 2022

 
Assets                
Cash and cash equivalents   $ 9,720     $ 13,213  
Accounts receivable, net     26,576       22,433  
Non-trade receivable     1,008       2,269  
Inventory     4,736       3,910  
Prepaid expenses and other current assets     1,428       1,807  
Total current assets     43,468       43,632  
Property and equipment, net     83       168  
Right-of-use assets     183       66  
Contract fulfillment assets     7,028       6,848  
Other assets     2,978       2,972  
Total assets   $ 53,740     $ 53,686  
Liabilities and stockholders’ equity                
Current portion of long-term debt   $ 74     $ 147  
Accounts payable     20,913       21,126  
Accrued expenses     9,475       10,692  
Current portion of lease liability     183       66  
Deferred revenue           31  
Total current liabilities     30,645       32,062  
Income tax payable     1,446       1,429  
Accrued severance           150  
Total liabilities     32,091       33,641  
Commitments and contingencies (Note 9)     -        -   
Stockholders’ equity                

Common stock, $0.001 par value per share; 100,000,000 shares authorized: and 41,110,279 and 40,774,687 shares issued and outstanding at June 30, 2023, and December 31, 2022, respectively.

    41       41  

Preferred stock, $0.001 par value per share, 5,000,000 shares authorized, and no shares issued and outstanding at June 30, 2023, and December 31, 2022, respectively.

           
Additional paid-in capital     270,742       269,874  
Accumulated deficit     (249,134 )     (249,870 )
Total stockholders’ equity     21,649       20,045  
Total liabilities and stockholders’ equity   $ 53,740     $ 53,686  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

1
 

 

SONIM TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(IN THOUSANDS OF U.S. DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)

 

   2023   2022   2023   2022 
   Three Months Ended June 30   Six Months Ended June 30 
   2023   2022   2023   2022 
Net revenues  $26,835   $11,955   $52,636   $25,213 
Cost of revenues   22,409    9,108    44,035    20,838 
Gross profit   4,426    2,847    8,601    4,375 
Operating expenses:                    
Research and development       2,721    105    6,889 
Sales and marketing   1,827    2,073    3,584    4,243 
General and administrative   1,852    2,273    3,832    4,545 
Total operating expenses   3,679    7,067    7,521    15,677 
Net income (loss) from operations   747    (4,220)   1,080    (11,302)
Interest expense   (5)   (35)   (5)   (74)
Other income (expense), net   (161)   91   (154)   68
Net income (loss) before income taxes   581    (4,164)   921    (11,308)
Income tax expense   (72)   (61)   (185)   (129)
Net income (loss)  $509   $(4,225)  $736   $(11,437)
Net income (loss) per share                    
Basic  $0.01   $(0.22)  $0.02   $(0.60)
Diluted  $0.01   $(0.22)  $0.02   $(0.60)
Weighted–average shares used in computing net income (loss) per share                    
Basic   41,039,405    19,283,496    40,973,594    19,197,859 
Diluted   43,398,189    19,283,496    41,903,630    19,197,859 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2
 

 

SONIM TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

THREE AND SIX MONTHS ENDED JUNE 30, 2023, AND 2022 (UNAUDITED)

(IN THOUSANDS OF U.S. DOLLARS EXCEPT SHARE AMOUNTS)

 

For the Three Months Ended June 30, 2022  Shares   Amount   Capital   Deficit   Equity 
   Common stock   Additional Paid-in   Accumulated   Stockholders’ 
For the Three Months Ended June 30, 2022  Shares   Amount   Capital   Deficit   Equity 
Balance at April 1, 2022   19,269,338   $19   $253,997   $(242,995)  $11,021 
Net settlement of common stock upon release of RSU   71,222                 
Employee and nonemployee stock-based compensation           216        216 
Net loss               (4,225)   (4,225)
Balance at June 30, 2022   19,340,560   $19   $254,213   $(247,220)  $7,012 

 

   Common Stock   Additional Paid-in   Accumulated   Stockholders’ 
For the Six Months Ended June 30, 2022  Shares   Amount   Capital   Deficit   Equity 
Balance at January 1, 2022    18,808,885   $19   $253,416   $(234,805)  $18,630 
Issuance of common stock, net of issuance costs    45,305        45        45 
Issuance of common stock, compensation    415,023        253        253 
Adoption of ASC 842 – leases               (978)   (978)
Net settlement of common stock upon release of RSU    71,347                 
Employee and nonemployee stock-based compensation            499        499 
Net loss                (11,437)   (11,437)
Balance at June 30, 2022    19,340,560   $19   $254,213   $(247,220)  $7,012 

 

   Common stock   Additional Paid-in   Accumulated   Stockholders’ 
For the Three Months Ended June 30, 2023  Shares   Amount   Capital   Deficit   Equity 
Balance at April 1, 2023    40,995,430   $41   $270,293   $(249,643)  $20,691 
Net settlement of common stock upon release of RSU    19,849                 
Issuance of common stock for payment of services   95,000         91         91 
Employee and nonemployee stock-based compensation            358        358 
Net income                509    509 
Balance at June 30, 2023    41,110,279   $41   $270,742   $(249,134)  $21,649 

 

   Common Stock   Additional Paid-in   Accumulated   Stockholders’ 
For the Six Months Ended June 30, 2023  Shares   Amount   Capital   Deficit   Equity 
Balance at January 1, 2023    40,774,687   $41   $269,874   $(249,870)  $20,045 
Net settlement of common stock upon release of RSU    19,849                 
Issuance of common stock for payment of services    315,743        201        201 
Employee and nonemployee stock-based compensation            667        667 
Net income                736    736 
Balance at June 30, 2023    41,110,279   $41   $270,742   $(249,134)  $21,649 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3
 

 

SONIM TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)

(IN THOUSANDS OF U.S. DOLLARS)

 

   2023   2022 
   Six Months Ended June 30 
   2023   2022 
Cash flows from operating activities:          
Net income (loss)  $736   $(11,437)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:          
Depreciation and amortization   1,183    390 
Stock-based compensation   667    499 
Stock issued under bonus plan       253 
Stock issued for services   201     
Amortization of lease liability and lease interest expense   (138)   (404)
Bad debt expense (benefit)       2 
Changes in operating assets and liabilities:          
Accounts receivable   (4,143)   5,485 
Non-trade receivable   1,261    997 
Inventory   (826)   2,122 
Prepaid expenses and other current assets   437    2,131 
Contract fulfillment costs   (1,117)   (436)
Other assets   (64)   893 
Accounts payable   (213)   (1,343)
Accrued expenses   (1,367)   834 
Deferred revenue   (31)   144 
Income tax payable   17    26 
Net cash provided by (used in) operating activities   (3,397)   156 
Cash flows from investing activities:          
Purchase of property and equipment   (23)   (6)
Net cash used in investing activities   (23)   (6)
Cash flows from financing activities:          
Repayment of debt   (73)   (73)
Proceeds from subscription agreement prior to issuance of common stock       6,800 
Proceeds from issuance of common stock, net of costs       45 
Net cash provided by (used in) financing activities   (73)   6,772 
Net increase (decrease) in cash and cash equivalents   (3,493)   6,922 
Cash and cash equivalents at beginning of period   13,213    11,233 
Cash and cash equivalents at end of period  $9,720   $18,155 
Supplemental disclosure of cash flow information:          
Cash paid for interest  $5   $74 
Cash paid for income taxes  $69   $103 
Non-cash operating and financing activities:          
Deferred offering costs in accrued expenses  $   $694 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4
 

 

SONIM TECHNOLOGIES, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(In thousands of U.S. dollars except share and per share amounts or as otherwise disclosed)

 

NOTE 1 —The Company and its significant accounting policies

 

Description of Business —Sonim Technologies, Inc. was incorporated in the state of Delaware on August 5, 1999, and is headquartered in San Diego, California. The Company is a leading provider of rugged and consumer durable mobile devices designed to provide extra protection for users that demand more durability in their work and everyday lives. Historically, the company has focused on handsets and accessories in the enterprise and government sectors, however we believe there is a greater market need for additional devices in both the consumer and data device spaces that could benefit from a more durable feature set which is embedded in the Company’s DNA. In 2022, we introduced a tablet line that has generated a significant portion of the Company’s revenue since its introduction.  The tablet was designed with a large screen that allows customers to easily access and process IoT data.  This was the beginning of diversification of the Company’s portfolio. 

 

Liquidity and Ability to Continue as a Going ConcernThe Company’s condensed consolidated financial statements account for the continuation of our business as a going concern. The Company is subject to the risks and uncertainties associated with the development and release of new products.  The Company’s principal sources of liquidity as of June 30, 2023, consist of existing cash and cash equivalents totaling $9.7 million, and positive cash flow from the sale of products over the next year. The Company had net income for the three months ended June 30, 2023 of $0.5 million. Based on these facts, the company has the ability to continue as a going concern for a period of at least one year from the date of issuance of these condensed consolidated financial statements.

 

Basis of presentation and preparation

 

The condensed consolidated financial statements include the accounts of Sonim Technologies, Inc. and its wholly owned subsidiaries (collectively “Sonim” or the “Company”). Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”).

 

New accounting pronouncements:

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

 

Pronouncements adopted in 2023:

 

None.

 

5
 

 

SONIM TECHNOLOGIES, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of U.S. dollars except share and per share amounts or as otherwise disclosed)

 

NOTE 2 —Revenue recognition

 

The Company recognizes revenue primarily from the sale of products, which are primarily mobile phones, tablets, and related accessories, and the majority of the Company’s contracts include only one performance obligation, namely the delivery of product. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is defined as the unit of account for revenue recognition under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company also recognizes revenue from other contracts that may include a combination of products and non-recurring engineering (NRE) services or from the provision of solely NRE services. Where there is a combination of products and NRE services, the Company accounts for the promises as individual performance obligations if they are concluded as distinct. Performance obligations are considered distinct if they are both capable of being identified and distinct within the context of the contract. In determining whether performance obligations meet the criteria for being distinct, the Company considers a number of factors, such as the degree of interrelation and interdependence between obligations, and whether or not the good or service significantly modifies or transforms another good or service in the contract. During the three and six months ended June 30, 2023, and 2022, the Company did not have any contracts in which the products and NRE services were concluded to be a single performance obligation. In certain cases, the Company may offer tiered pricing based on volumes purchased for specific products. To date, all tiered pricing provisions have fallen into observable ranges of pricing to existing customers, thus, not resulting in any material right which could be concluded as its own performance obligation. In addition, the Company does not offer material post-contract support services to its customers.

 

Net revenue for an individual contract is recognized at the related transaction price, which is the amount the Company expects to be entitled to in exchange for transferring the goods and/or services. The transaction price for product sales is calculated as the product selling price, net of variable consideration, which may include estimates for marketing development funds, sales incentives, and price protection and stock rotation rights. The Company records reductions to net revenues related to future product returns based on the Company’s expectations and historical experience. Typically, variable consideration does not need to be constrained as estimates are based on specific contract terms. However, the Company continues to assess variable consideration estimates such that it is probable that a significant reversal of revenue will not occur. The transaction price for a contract with multiple performance obligations is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices for products are determined based on the prices charged to customers, which are directly observable. Standalone selling price of the professional services are mostly based on time and materials. The Company determines its estimates of variable consideration based on historical collection experience with similar payor classes, aged accounts receivable by payor class, terms of payment agreements, correspondence from payors related to revenue audits or reviews, the Company’s historical settlement activity of audited and reviewed claims and current economic conditions using the portfolio approach. Revenue is recognized only to the extent that it is probable that a significant reversal of the cumulative amount recognized will not occur in future periods.

 

Revenue is then recognized for each distinct performance obligation as control is transferred to the customer. Revenue attributable to hardware is recognized at the time control of the product transfers to the customer. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are transferred to its customers. For most of the Company’s revenue attributable to hardware, control transfers when products are shipped. Revenue attributable to professional services is recognized as the Company performs the professional services for the customer.

 

Disaggregation of revenue

 

The following table presents the Company’s net revenue disaggregated by product category:

 

Schedule of Net Revenue Disaggregate by Product Category

   2023   2022   2023   2022 
   Three Months Ended June 30   Six Months Ended June 30 
   2023   2022   2023   2022 
Smartphones  $8,869   $5,862   $15,296   $9,449 
Feature Phones   3,012    6,001    6,853    14,838 
Tablets   14,737        29,994     
Accessories / Other   217    92    493    926 
Total Revenue  $26,835   $11,955   $52,636   $25,213 

 

Shipping and handling costs

 

The Company has elected to account for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products.

 

6
 

 

SONIM TECHNOLOGIES, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of U.S. dollars except share and per share amounts or as otherwise disclosed)

 

Contract costs

 

Applying the practical expedient, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred when the amortization period of the assets that otherwise would have been recognized is one year or less. These costs are included in sales and marketing expenses.

 

The non-recurring costs associated with design and development of new products for technical approval represent costs to fulfill a contract pursuant to ASC 340-40 Other Assets and Deferred Costs. Accordingly, the Company capitalizes these contract fulfillment costs and amortizes such costs over the estimated period of time over which they are expected to be recovered, which is typically 4 years, the estimated life of a particular model phone. As of June 30, 2023, and December 31, 2022, the total net contract fulfillment assets were $7,028 and $6,848, respectively.

 

Contract balances

 

The Company records accounts receivable when it has an unconditional right to consideration. Contract liabilities are recorded when cash payments are received or due in advance of performance. Contract liabilities consist of advance payments and deferred revenue, where the Company has unsatisfied performance obligations. Contract liabilities are presented as a component of deferred revenue on the condensed consolidated balance sheets. As of June 30, 2023 and December 31, 2022, the contract liabilities were zero and $31, respectively.

 

NOTE 3 —Fair value measurement

 

The fair value measurements standard establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the standard are described below:

 

Level 1—Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

 

Level 2—Inputs to the valuation methodology include:

 

Quoted market prices for similar assets or liabilities in active markets;

 

Quoted prices for identical or similar assets or liabilities in inactive markets;

 

Inputs other than quoted prices that are observable for the asset or liability;

 

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used at June 30, 2023, and December 31, 2022.

 

Money market funds are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices.

 

7
 

 

SONIM TECHNOLOGIES, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of U.S. dollars except share and per share amounts or as otherwise disclosed)

 

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

The following tables sets forth by level, within the fair value hierarchy, the Company’s assets at fair value:

 

   Level 1   Level 2   Level 3   Total 
   June 30, 2023 
   Level 1   Level 2   Level 3   Total 
Assets:                
Money market funds *  $281   $   $   $281 

 

   Level 1   Level 2   Level 3   Total 
   December 31, 2022 
   Level 1   Level 2   Level 3   Total 
Assets:                
Money market funds *  $1,501   $   $   $1,501 

 

 

*Included in cash and cash equivalents on the condensed consolidated balance sheets.

 

 

NOTE 4 —Significant Balance Sheet Components

 

Accounts Receivable consists of the following:

 

Schedule of Accounts Receivable

  

June 30, 2023

  

December 31, 2022

 
Trade receivables  $26,689   $22,546 
Allowance for doubtful accounts   (113)   (113)
Accounts receivable, net   26,576    22,433 
Vendor non-trade receivables   1,008    2,269 
Total accounts receivable  $27,584   $24,702 

 

The Company has non-trade receivables from a manufacturing vendor resulting from the sale of components to this vendor who manufactures and assembles final products for the Company.

 

The Company analyzes the need for reserves for potential credit losses and records allowances for doubtful accounts when necessary. The Company had allowances for such losses totaling $113 as of June 30, 2023 and December 31, 2022.

 

Trade receivables from the customer that purchases tablets from the Company account for 78% and 84% of total accounts receivable at June 30, 2023 and December 31, 2022 respectively. The tablets business uses the Original Device Manufacturer (“ODM”) model where the customer imports the tablets to the U.S., the tablets are rebranded, and the tablets are sold to a U.S. retailer. Due to the delay in shipping the product to the end customer, the payment terms for accounts receivable are much longer than our traditional direct sales to carriers. The customer is making regular payments, and the Company believes that the entire accounts receivable balance as of June 30, 2023 is collectible, and that no reserve is required.

 

Inventory consists of the following:

 

Schedule of Inventory

  

June 30, 2023

  

December 31, 2022

 
Devices – for resale  $4,139   $3,473 
Raw materials   3    14 
Accessories   594    423 
Inventory , net  $4,736   $3,910 

 

8
 

 

SONIM TECHNOLOGIES, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of U.S. dollars except share and per share amounts or as otherwise disclosed)

 

The Company purchases raw materials in bulk to obtain a lower price. The raw materials are resold to third-party manufacturers at the Company’s cost.

 

Distributor returns allowance

 

The Company records reductions to cost of goods sold related to future distributor product returns based on the Company’s expectation. The Company had inventory related to distributor product returns totaling approximately $4 as of June 30, 2023 and December 31, 2022.

 

Other assets consisted of the following:

 

Schedule of Other Assets

  

June 30, 2023

   December 31, 2022 
Advances to third party manufacturers  $2,000   $2,000 
Director and officer insurance   467    525 
Deposits   310    311 
Other   201    136 
Total Other Assets  $2,978   $2,972 

 

Accrued Expenses consisted of the following:

 

Schedule of Accrued Expenses

  

June 30, 2023

   December 31, 2022 
Customer allowances  $5,397   $4,130 
Employee-related liabilities   972    1,365 
Warranties   507    636 
Accrual for goods received not invoiced   58    301 
Contractual obligations   1,048    1,107 
Royalties   364    256 
Contract fulfillment liabilities   541    1,469 
Credits due to customers   318    961 
Legal   104    296 
Other   166    171 
Accrued liabilities, current  $9,475   $10,692 

 

NOTE 5 —Leases

 

The Company adopted ASU 2016-02 on January 1, 2022. The Company elected to use “the effective date” method where the comparative reporting periods is unchanged from legacy US GAAP. The Company elected the package of practical expedients to not reassess the classifications of existing leases and to not reassess if initial direct costs qualify for capitalization. All of the Company’s leases are for office space. The Company has elected the practical expedient to not separate lease components from nonlease components for all leases. The Company elected the practical expedient for short-term leases for leases that have terms of one year or less. ROU assets and lease liabilities were not established for these short-term leases and rent payments are recorded as rent expense.

 

9
 

 

SONIM TECHNOLOGIES, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of U.S. dollars except share and per share amounts or as otherwise disclosed)

 

On January 1, 2022 the Company began recording all lease payments as the payment of lease interest expense and a reduction of the lease liability for the leases that are not short-term. ROU assets are amortized over the life of the Company’s lease. The following table shows the activity of the ROU assets and lease liability for the six months ending on June 30, 2023 and 2022:

 

  

Lease Liability

 
Balance, December 31, 2022  $66 
Adoption of ASC 842   - 
Additions   255 
Principal payments   (138)
Balance, June 30, 2023   183 
Less short-term portion   (183)
Long term lease liability  $ 

 

   ROU Assets 
Balance, December 31, 2022  $66 
Adoption of ASC 842   - 
Derecognition of deferred rent liability   - 
Impairment of ROU asset   - 
Additions   255 
Amortization   (138)
Balance, June 30, 2023  $183 

 

  

Lease Liability

 
Balance, December 31, 2021  $ 
Adoption of ASC 842   1,976 
Principal payments   (403)
Balance, June 30, 2022   1,573 
Less short-term portion   (662)
Long term lease liability  $911 

 

   ROU Assets 
Balance, December 31, 2021  $ 
Adoption of ASC 842   1,976 
Derecognition of deferred rent liability   (142)
Impairment of ROU asset   (978)
Amortization   (303)
Balance, June 30, 2022  $553 

 

Future minimum lease payments under noncancelable operating lease commitments are as follows as of June 30, 2023:

 

Schedule of Future Minimum Lease Payments under Noncancelable Operating Lease Commitments

Year Ending, December 31st,    
2023  $132 
2024   56 
Total undiscounted minimum lease commitments   188 
Effect of discounting   (5)
Lease liabilities at June 30, 2023   $183 

 

In connection with leases, for the six months ended June 30, 2023 and 2022, the Company recognized $138 and $266 for the amortization of ROU assets, $5 and $74 for interest expense on lease liabilities, and $74 and $70 of rent expense was included in Cost of Revenues. Variable lease payments, including reimbursements to the landlord for property taxes and operating expenses, of approximately zero and $140, and short-term rent payments of $2 and $7 were included in rent expense for the six months ended June 30, 2023 and 2022. The Company does not have any lease extension or termination options on any lease that it expects to execute. There are no residual value guarantees in any lease. The weighted average remaining lease term of the operating leases is approximately 9 months.

 

10
 

 

SONIM TECHNOLOGIES, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of U.S. dollars except share and per share amounts or as otherwise disclosed)

 

NOTE 6 —Borrowings

 

Promissory Notes Payable In 2014 and 2017, the Company entered into agreements with one of its suppliers, whereby certain of its trade payables for royalties and royalty up-front payments were converted to payment plans. In December 2018, the Company amended its accounts payable financing agreements, effective January 1, 2019, which provides for the $736 outstanding balance to be paid in twenty equal quarterly installments. The amounts due under these agreements are paid in quarterly installments over periods from two to four years, with interest ranging up to 8%. Remaining balances are all current liabilities and are $74 and $147 at June 30, 2023, and December 31, 2022, respectively.

 

NOTE 7 —Stock-based Compensation

 

Stock-based compensation expense for the three and six months ended June 30, 2023 and 2022 is as follows:

 

Schedule of Stock-based Compensation Expense

   2023   2022   2023   2022 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2023   2022   2023   2022 
Cost of revenues  $50   $9   $202   $20 
Sales and marketing   86    (28)   132    (2)
General and administrative   222    240    333    465 
Research and development       (5)       16 
Stock-based compensation expenses  $358   $216   $667   $499 

 

Stock Options:

 

Stock option activity for the six months ended June 30, 2023, is set forth in the table below:

 

       Weighted   Weighted average     
       average   remaining   Aggregate 
       exercise price   contractual life   Intrinsic 
   Options   per share   (in years)   Value* 
Outstanding at January 1, 2023   4,476,215   $0.95    9.76   $358 
Options granted   1,373,000   $0.54           
Options exercised                   
Options forfeited                   
Options expired   (7,833)   4.50           
Outstanding at June 30, 2023   5,841,382   $0.85    9.35   $4,065 
                     
Exercisable at June 30, 2023   1,051,896   $2.45    9.15   $734 

 

*The intrinsic value is calculated as the difference between the exercise price and the fair value of the common stock on the balance sheet date.

 

As of June 30, 2023, there was approximately $2,646 of unamortized stock-based compensation cost related to unvested stock options and Restricted Stock Units (“RSU’s”), which is expected to be recognized over a weighted average period of 2.22 years.

 

Restricted Stock Units:

 

RSU activity for the six months ended June 30, 2023, is set forth in the table below:

 

Schedule of Outstanding Restricted Stock Units

   RSUs 
Outstanding at January 1, 2023   860,888 
Granted   87,100 
Released   (19,849)
Forfeited   (5,200)
Outstanding at June 30, 2023   922,939 

 

NOTE 8 —Income Taxes

 

In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date profit or loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate primarily as a result of state taxes, foreign taxes, and changes in the Company’s valuation allowance against its deferred tax assets. For the six months ended June 30, 2023, and 2022, the Company recorded provisions for income taxes of $185 and $129, respectively.

 

11
 

 

SONIM TECHNOLOGIES, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of U.S. dollars except share and per share amounts or as otherwise disclosed)

 

NOTE 9 —Commitments and Contingencies

 

Purchase Commitments—The aggregate amount of noncancelable purchase orders as of June 30, 2023 and December 31, 2022, was approximately $16,327 and $19,975, respectively, and were related to the purchase of inventory and components of our devices.

 

In 2021, the Company outsourced substantially all of its software development to a third-party and the Company entered into an agreement of future business volume over the next three years. The agreement was renegotiated in 2022 and the remaining commitment as of June 30, 2023 and December 31, 2022 is $577 and $1,154 respectively.

 

Royalty payments— The Company is required to pay per unit royalties to wireless essential patent holders and other providers of integrated technologies on mobile devices delivered, which, in aggregate, amount to less than 5% of net revenues associated with each unit and expire between 2023 and 2026. Royalty expense for the six months ended June 30, 2023, and 2022 was $406 and $807, respectively and is included in Cost of Revenues. The Company may be required to pay additional royalties to additional patent holder and technology providers on future products.

 

General litigation—The Company is involved in various other legal proceedings arising in the normal course of business. The Company does not believe that the ultimate resolution of these other matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

 

The results of any future litigation cannot be predicted with certainty and, regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management time and resources and other factors.

 

Indemnification—Under the terms of its agreements with wireless carriers and other partners, the Company has agreed to provide indemnification for intellectual property infringement claims related to Company’s product sold by them to their end customers. From time to time, the Company receives notices from these wireless carriers and other partners of a claim for infringement of intellectual property rights potentially related to their products. These infringement claims have been settled, dismissed, have not been further pursued by the customers, or are pending for further action by the Company. 

 

Contingent severance obligations—The Company has agreements in place with certain key employees (Executive Severance Arrangements) guaranteeing severance payments under certain circumstances. Generally, in the event of termination by the Company without cause, termination due to death or disability, or resignation for good reason, the Company is obligated to the pay the employees in accordance to the terms of the agreements. On July 13, 2022, Robert Tirva, the CFO and President of the Company, resigned and became eligible for $1 million in severance payments over 20 months, plus certain health insurance benefits, if he meets certain requirements. The severance costs were charged to expense as of the severance date.

 

NOTE 10 Net Earnings (Loss) Per Share Attributable to Common Stockholders

 

The following table sets forth the computation of the Company’s basic and diluted earnings (loss) per share attributable to common stockholders for the three and six months shown below:

 

Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders 

   2023   2022   2023   2022 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2023   2022   2023   2022 
Numerator:                
Net profit (loss)  $509   $(4,225)  $736   $(11,437)
Denominator:                    
Weighted-average shares used in computing net earnings (loss) per share, basic   41,039,405    19,283,496    40,973,594    19,197,859 
Net earnings (loss) per share, basic   0.01    (0.22)   0.02    (0.60)
Weighted-average shares used in computing net earnings (loss) per share, diluted   43,398,189    19,283,496    41,903,630    19,197,859 
Net earnings (loss) per share, diluted  $0.01   $(0.22)  $0.02   $(0.60)

 

12
 

 

SONIM TECHNOLOGIES, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of U.S. dollars except share and per share amounts or as otherwise disclosed)

 

The dilutive common shares that were used in the calculation of diluted earnings for 2023 are presented in the table below. The 2022 amounts were not used as they were antidilutive.

 

Summary of Dilutive Common Shares were Excluded from Calculation of Diluted Net Loss Per Share

   2023   2022   2023   2022 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2023   2022   2023   2022 
Shares subject to options to purchase common stock   5,841,382    83,356    5,841,382    83,356 
Unvested restricted stock units   922,939    235,102    922,939    235,102 
Shares subject to warrants to purchase common Stock   2    2    2    2 
Total   6,764,323    318,460    6,764,323    318,460 

 

NOTE 11 —Entity Level Information

 

The Company operates in one reporting segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer and the chief financial officer, in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level.

 

The following table summarizes the revenue by region based on ship-to destinations for the three and six months ended:

 

Schedule of Revenue by Region 

   2023   2022   2023   2022 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2023   2022   2023   2022 
U.S.  $8,236   $8,520   $13,386   $19,920 
Canada and Latin America   3,032    2,896    5,772    4,277 
Europe and Middle East   829    536    2,913    893 
Asia Pacific   14,738    3    30,565    123 
Total revenues  $26,835   $11,955   $52,636   $25,213 

 

The following table summarizes the composition of revenues for the three and six months ended:

 

Schedule of Composition of Revenues

   2023   2022   2023   2022 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2023   2022   2023   2022 
Product Sales  $26,834   $11,943   $52,635   $25,187 
Services   1    12    1    26 
Total revenues  $26,835   $11,955   $52,636   $25,213 

 

Revenue from customers with concentration greater than 10% in three and six months ended June 30, 2023 and 2022 accounted for approximately the following percentage of total revenues:

 

Schedule of Percentage of Total Revenues

   Three Months Ended June 30,   Six Months Ended June 30, 
   2023   2022   2023   2022 
Customer A   55%    *    57%    * 
Customer B   35%   51%   25%   41%
Customer C    *    15%    *    14%
Customer D    *    *     *    21%
Customer E   -*    13%   -*    13%

 

 

*Customer revenue did not exceed 10% in the respective period.

 

NOTE 12 Subsequent Events

 

None

 

13
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K, as amended, for the year ended December 31, 2022. Certain statements in this report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief or expectations, including, but not limited to, statements regarding our business strategies, growth prospects, operating and financial performance, plans, estimates and projections. These statements are based on management’s current expectations and beliefs and on information currently available to us. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements, including but not limited to:

 

  The availability of cash on hand and other sources of liquidity to fund our capital expenditures.
  We may not be able to continue to develop solutions to address user needs effectively, including our next generation products, which could materially adversely affect our liquidity and our ability to continue operations;
  Our ability to incorporate emerging technologies into our new consumer products given the lengthy development cycle;
  Our ability to adapt to shortened customer lead times and tightened inventory controls from our key customers;
  A small number of customers account for a significant portion of our revenue;
  We are materially dependent on some customer relationships that are characterized by product award letters and the loss of such relationships could harm our business and operating results;
  Our quarterly results may vary significantly from period to period;
  We rely primarily on third-party contract manufacturers and partners;
  If our products contain defects or errors, we could incur significant unexpected expenses, experience product returns and lost sales, experience product recalls, suffer damage to our brand and reputation, and be subject to product liability or other claims;

 

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  We are required to undergo a lengthy customization and certification process for each wireless carrier customer;
  We are dependent on the continued services and performance of a concentrated and limited group of senior management and other key personnel;
  We face risks related to the impact of global macroeconomic events, inflation, and COVID-19;
  Changes in laws and regulations concerning the use of telecommunication bandwidth could increase our costs and adversely impact our business;
  If we are unable to successfully protect our intellectual property, our competitive position may be harmed;
  Others may claim that we infringe on their intellectual property rights, which may result in costly and time-consuming litigation and could delay or otherwise impair the development and commercialization of our products; and
  We have identified one material weakness in our internal control over financial reporting which, if not remediated, could result in material misstatements in our financial statements

 

The above is not a complete list of factors or events that could cause actual results to differ from our expectations, and we cannot predict all of them. Although we believe that we have a reasonable basis for each forward-looking statement contained in this report, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. You should review the “Risk Factors” contained in Part I, Item 1A. of our Annual Report on Form 10-K, for the year ended December 31, 2022, and Part II, Item 1A of this Quarterly Report on Form 10-Q for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report on Form 10-Q. As a result of these factors, we cannot assure you that the forward-looking statements in this report will prove to be accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Company Overview

 

Sonim Technologies is a leading U.S.-based provider of ultra-rugged mobile devices and accessories designed specifically for task workers physically engaged in their work environments, often in mission-critical roles. As part of our expansion efforts, the Company will be introducing our Connected Solutions division which will begin launching products in 2024 in the U.S., Canada and Asia/Pacific. Connected Solutions will primarily consist of mobile hotspots, fixed wireless and USB dongle devices. In addition to this, the Company will be launching a line of consumer durable products to address consumers that need more protection in their devices without sacrificing key design elements and maintaining an attractive price point.

 

Revenues are primarily generated from sales of our mobile phones and industrial-grade accessories, predominantly to wireless carriers in the United States and Canada. We currently have product available at all 3 U.S. Tier 1 carriers – AT&T, T-Mobile and Verizon as well as the 3 primary carriers in Canada – Bell, Telus and Rogers. These carriers then resell our products, along with network services, to end customers focusing on two primary end markets: industrial enterprise and public sector. We also sell our tablets to a customer who rebrands them for sale in the U.S.

 

Given our primary sales channels in the U.S. and Canada consist of large wireless carriers, our customer base is somewhat concentrated. As of June 30, 2023, large wireless carriers contributed 38% of our revenues, with our top three carrier customers accounting for 34%. Our tablet customer represents 57% of our revenue. During this period, smartphones constituted 29% of our revenues, feature phones 13%, and tablets 57%. We anticipate tablet sales will continue through 2024.

 

While we continue to design ultra rugged phones and accessories, we are broadening our product range to appeal to a more diverse audience. Our core value proposition, which has earned us a loyal following, remains the foundation of our expanded offerings, including rugged durable phones and wireless data devices. These new products will not only expand our portfolio of products but will allow the Company to diversify our customer base into new markets. New product launches will begin in 2024 and continue over the next few years.

 

 Our key value proposition in the market is to incorporate specific elements of our rugged roots into our new products with added durability without sacrificing attractive design and value pricing. We believe this is an underserved market opportunity in the consumer space. Our expertise in carrier mobility leads us to a natural extension into data devices, where we can leverage our technical expertise as well as our streamlined organization to bring better quality, better specs and low cost to the marketplace. 

 

To ensure quality, cost-effectiveness, and reliability in our supply chain, we directly manage the procurement of certain final assembly materials for our products, including memory and LCDs. To optimize costs and operational efficiency, we’ve largely outsourced manufacturing functions, software development, and quality control to third parties. Our ongoing commitment at Sonim is to maintain the exceptional durability and reliability our brand is known for, while developing differentiated products that attract and retain a broader customer base.

 

15
 

 

Recent Developments

 

The Company has achieved compliance with the minimum bid price requirement of Nasdaq

 

In a letter dated May 1, 2023, Nasdaq informed the Company that it has achieved compliance with the minimum bid price rule required for continued listing on the Nasdaq Capital Market.

 

Results of Operations

 

The following tables present key components of our results of operations for the three and six months ended June 30, 2023, compared to results for the same period in 2022:

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2023   2022  

Increase

(Decrease)

   %   2023   2022  

Increase

(Decrease)

   % 
Net revenues  $  26,835   $  11,955   $14,880    124%  $  52,636   $25,213   $27,423    109%
Cost of revenues   22,409    9,108    13,301    146%   44,035    20,838    23,197    111%
Gross profit   4,426    2,847    1,579    55%   8,601    4,375    4,226    97%
Operating expenses   3,679    7,067    (3,388)   (48)%   7,521    15,677    (8,156)   (52%)
Income (loss) from operations   747    (4,220)   4,967    118%   1,080    (11,302)   12,382    110%
Interest and other expense, net   (166)   56    (222)   (396)%   (159)   (6)   (153)   (2550%)
Income (loss) before income taxes   581    (4,164)   4,745    114%   921    (11,308)   12,229    108%
Income tax expense   (72)   (61)   (11)   (18)%   (185)   (129)   (56)   (43%)
Net income (loss)  $509   $(4,225)  $4,734    112%  $736   $  (11,437)  $12,173    106%

 

Net Revenues

 

For the three months ended June 30, 2023, net revenues increased 124% to $26.8 million, from $12.0 million for the three months ended June 30, 2022. The increase in net revenues was due to $14.7 million in tablet sales.  The tablet sales are expected to continue over the next year. Smartphone sales increased as XP10 sales of $8.9 million in 2023 were higher than the $5.9 million of XP8 sales in the prior year. This was offset by a decrease in feature phone sales as demand for feature phones has declined, as compared to the previous product cycle. Feature phone subscribers tend to hold on to their devices longer than the typical two-year upgrade cycle.  As a result, the product lifecycle of these devices is longer, and we will continue to see revenue from these products over the next few years.  Subsequent to June 30, 2023, we received product awards from carriers for our connected solutions suite of products as well as our consumer durable line of devices that will be available in 2024.

 

For the six months ended June 30, 2023, net revenues increased 109% to $52.6 million, from $25.2 million in 2022. The increase is due to $30.0 million in tablet sales in 2023. The tablet was not launched until the third quarter of 2022. We expect sales of our smartphones to increase in the third quarter as we launched the XP10 in the third quarter with Verizon. Both XP10 and XP3plus are available on all 3 U.S. Tier 1 carriers beginning in Q3 2023. Additionally, XP10 is available on all 3 major Canadian carrier networks making Sonim products the most widely distributed rugged brand in North America.

 

Gross Profit

 

Gross profit for the three months ended June, 30, 2023 increased 55% from 2022 due to higher revenue from tablet sales in 2023. We expect gross profit to increase in the third quarter as we sell more smartphones, which have higher profit margins than the tablets.

 

Gross profit for the six months ended June 30, 2023 increased 97% to $8.6 million from $4.4 million in 2022. The higher gross profit is from higher revenue from tablets and because smartphone sales were higher, and smartphones have a higher profit margin as compared to tablets and feature phones. We expect smartphone sales to increase in the third quarter of 2023 and this should improve gross profit.

 

Operating Expenses and Net Operating Income

 

Net operating income for the three months ended June 30, 2023 improved by $5.0 million compared to the three months ended June 30, 2022, driven by increased gross profit of $1.5 million due to tablet sales in 2023, a decrease in research & development expenses of $2.7 million because there were no R&D projects in 2023. We expect R&D expenses to remain low as much of the R&D activity will be performed by our third-party manufacturers who will pass along these costs through higher per unit prices to us.

 

Net operating income for the six months ended June 30, 2023 improved by $12.4 million compared to the six months ended June 30, 2022. R&D expenses decreased by $6.8 million because we had no R&D projects in 2023, and profits from tablet sales increased operating income by 3.0 million. The remaining improvement was from lower payroll costs in sales and marketing, and general and administrative areas due to cost cutting.

 

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Operating expenses are summarized as follows:

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2023   2022   Change   % Change   2023   2022   Change   % Change 
   (in thousands, except %)   (in thousands, except %) 
Research and development expense  $   $2,721   $(2,721)   (100%)  $105   $6,889   $(6,784)   (98%)
Sales and marketing expense   1,827    2,073    (246)   (12%)   3,584    4,243    (659)   (16%)
General and administrative expense   1,852    2,273    (421)   (19%)   3,832    4,545    (713)   (16%)
Total Operating Expenses  $  3,679   $  7,067   $(3,388)   (48%)  $  7,521   $  15,677   $(8,156)   (52%)

 

Research and Development.

 

Research and development expenses for the three months ended June 30, 2023 were zero as compared to $2.7 million for the three months ended June 30, 2022, because 2022 included R&D for the XP5plus and the XP10, but there were no R&D projects during 2023. Although we received new product awards subsequent to June 30, 2023, we expect R&D to remain low as we expect our third-party device manufacturers to pay for the majority of R&D on new products. They will pass along those costs through higher product costs to us.

 

R&D expenses for the six months ended June 30, 2023 were $0.1 million as compared to $6.9 million in 2022. R&D in 2022 was for the XP10, our new smartphone, and the XP5plus, a new feature phone. Our third-party manufacturers are expected to pay for a significant portion of R&D on new products in the future.

 

Sales and Marketing.

 

Sales and marketing expenses for the three months ended June 30, 2023 were $0.2 million or 12% lower than the three months ended June 30, 2022, due to lower payroll related expenses. After the 2022 first quarter, the Company reduced headcount for sales and marketing.

 

Sales and Marketing expenses for the six months ended June 30, 2023 were $0.7 million or 16% lower than 2022 due to lower payroll related expenses. Headcount was reduced during the second quarter of 2022.

 

General and Administrative.

 

General and administrative expenses for the three months ended June 30, 2023 decreased by $0.4 million or 19% as compared to the three months ended June 30, 2022, because of a reduction in outside consultants for finance, accounting, and equity administration.

 

General and administrative expenses for the six months ended June 30, 2023 decreased $0.7 million or 16% as compared to 2022 because of a reduction in outside consultants.

 

Income Tax Expense

 

Income tax expense increased for both the three months and six months ending June 30, 2023 because higher net income caused higher income tax expense. This income tax expense for the U.S. is accrued as we do not expect to pay cash for a few years due to Net Loss Carryforwards for our U.S. federal taxes.

 

Liquidity and Capital Resources

 

Historically, we have funded operations from a combination of public and private equity financings, convertible loans from existing investors and borrowings under loan agreements. As of June 30, 2023, we did not have any convertible loans or any other borrowing structures in place.

 

Currently, our principal source of liquidity consists of cash and cash equivalents totaling $9.7 million, as of June 30, 2023. During the six months ended June 30, 2023, our net income was $0.7 million and our use of cash from operations was $3.4 million. Our cash balance is expected to cover any negative cash flow that may be caused by developing new products over the next year. Increased revenue from new products are expected to increase cash flow in 2024. We expect to meet all obligations with existing cash and operating cash flow for a period of at least one year from the date of release of the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

 

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We are investigating various options to raise capital through the issuance of debt. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry.

 

The accompanying condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from an inability to pay obligations. Cash at June 30, 2023, was $9.7 million, or $3.5 million lower than net cash of $13.2 million on December 31, 2022. The decrease was driven by an increase in accounts receivable of $4.2 million due to longer delivery times to the end customer for tablets that cause longer than traditional payment cycle.

 

The following table summarizes our sources and uses of cash for the periods presented:

 

  

Six Months ended June 30,

 
(in thousands)  2023   2022 
Net cash provided by (used in) operating activities  $(3,397)  $156 
Net cash used in investing activities   (23)   (6)
Net cash provided by (used in) financing activities   (73)   6,772 
Net increase (decrease) in cash and cash equivalents   (3,493)   6,922 

 

Cash flows from operating activities

 

For the six months ended June 30, 2023, cash used in operating activities was $3.4 million, primarily attributable to a net increase in our net operating assets and liabilities of $6.0 million, which was partially offset by net non-cash charges of $1.9 million and net income of $0.7 million. The change in our net operating assets and liabilities was primarily due to an increase in accounts receivable of $4.1 million (increased sales to our tablet customer), and an increase in contract fulfillment assets of $1.1 million (capitalized costs for phone certifications). Additionally, accrued severance and accrued bonuses decreased by $1.2 million due to payments in 2023. Non-cash charges primarily consist of $1.2 million in depreciation and amortization, and $0.7 million for stock-based compensation.

 

For the six months ended June 30, 2022, cash provided by operating activities was $0.2 million. Our net loss of $11.4 million was offset by positive improvements in account receivable of $5.5 million (collection of a customer’s receivables from the fourth quarter of 2021), inventory $2,1 million (sale of end-of-life products and fewer inventory purchases of next generation products), prepaid expenses $2.8 million (amortization of insurance prepaids), and non-trade receivables $1.0 million. Non-cash charges primarily consisted of $0.4 million in depreciation and amortization and $0.8 million in stock-based compensation expense.

 

Cash flows from investing activities

 

For the six months ended June 30, 2023 and 2022, there were no significant investing activities.

 

Cash flows from financing activities

 

For the six months ended June 30, 2023, there were no significant financing activities.

 

For the six months ended June 30, 2022, cash provided by financing activities was $6.8 million due to cash received from investors for the purchase of the Company’s common stock.

 

Material Cash Requirements

 

There have been no material changes to our material cash requirements from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

 

18
 

 

Critical Accounting Estimates

 

See Note 1 for critical accounting policies and estimates

 

Critical Accounting Estimates 

 

Our discussion and analysis of financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. Certain accounting policies and estimates are particularly important to the understanding of our financial position and results of operations and require the application of significant judgment by our management or can be materially affected by changes from period to period in economic factors or conditions that are outside of our control. As a result, they are subject to an inherent degree of uncertainty. In applying these policies, our management uses their judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, our observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. 

 

A description of our critical accounting policies that represent the more significant judgments and estimates used in the preparation of our consolidated financial statements was provided in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no changes to our critical accounting policies and estimates described in the Annual Report on Form 10-K for the year ended December 31, 2022, that have had a material impact on our condensed consolidated financial statements and related notes, 

 

Recently Issued Accounting Pronouncements

 

See Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently issued accounting pronouncements.

 

Segment Information

 

We have one business activity and operate in one reportable segment.

 

JOBS Act

 

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. We expect to use the extended transition period for any other new or revised accounting standards during the period in which we remain an emerging growth company. As a result, our condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

 

We will remain an emerging growth company until the earliest of (i) December 31, 2024 (the last day of the fiscal year following May 14, 2024, the fifth anniversary of the consummation of our initial public offering), (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1,235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year, or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and reduced disclosure obligations regarding executive compensation in our prospectuses and in our periodic reports and proxy statements.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our principal executive and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, prior to filing this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were not effective because of the material weaknesses in internal control over financial reporting.

 

Material Weaknesses in Internal Control and Plan for Remediation

 

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, we identified a material weakness in our internal controls over financial reporting related to the design and implementation of our IT general controls including a failure to document reviews of changes to user roles in our financial reporting systems and subsystems. Management has taken and continues to take significant and comprehensive actions to remediate the material weakness. Although we have made progress with the remediation of these issues, these remediation actions are ongoing, During the second quarter of 2023, we were unable to remediate this internal control weakness because the new control was not in effect the entire period.

 

As part of our remediation efforts, we improved our IT general controls by removing most elevated (administrator) access to financial reporting systems and by providing additional controls over administrator system access. During the three months ended June 30, 2023, we improved our IT general controls by implementing new auditable evidence of ongoing reviews of changes in user roles.

 

The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect this material weakness to be fully remediated by the end of 2023.

 

Limitations on Effectiveness of Controls and Procedures

 

In designing and evaluating disclosure controls and procedures, our management recognizes that any system of controls, however well designed and operated, can provide only reasonable assurance, and not absolute assurance, that the desired control objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals in all future circumstances. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. 

 

Changes in Internal Control Over Financial Reporting

 

Except for the changes related to the Company’s remediation efforts described above, there was no change in our internal control over financial reporting that occurred during the three months ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

20
 

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

For information regarding our material legal proceedings, see “Note 9, Commitments and Contingencies” in the accompanying “Notes to Consolidated Financial Statements” in this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

 

Item 1A. Risk Factors.

 

There are no material changes to the risk factors set forth in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022, except as set forth below.

 

1.The risk factor titled “We have failed, and may continue to fail, to meet the listing standards of Nasdaq, and as a result our common stock may become delisted, which could have a material adverse effect on the liquidity of our common stock” shall be amended and restated as follows:

 

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.

 

Previously, we experienced several instances where the Company was unable to meet the Nasdaq minimum bid price requirement, and the Company had to implement a reverse stock split in some of those events. If we fail to satisfy the continued listing requirements of Nasdaq such as the corporate governance requirements or the minimum share price requirement, Nasdaq may take steps to delist our securities. Such a delisting would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase our securities when you wish to do so.

 

In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the Nasdaq minimum share price requirement or prevent future non-compliance with Nasdaq’s listing requirements. Additionally, if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell our securities unless a market can be established or sustained.

 

2.The following additional risk factor shall be added supplementally:

 

Our entry into the data device sector could divert our management team’s attention from existing products, cause delays in launching our new products, or otherwise have a significant adverse impact on our business, operating results, and financial condition.

 

In August of 2023, as part of our expansion efforts, we announced an expansion of our product portfolio and introduced a new Connected Solutions division which is set to begin launching products in 2024 in the U.S., Canada, Europe, and Asia/Pacific. Connected Solutions will primarily consist of mobile hotspots, fixed wireless, and USB dongle devices. The success of this new division depends in large part on our team’s ability to correctly identify and address the market opportunity, to execute our plans to develop, manufacture, market, and sell our new family of data devices.

 

We will need to find efficient manufacturing capabilities of our ODM partners and processes and develop the supply chains necessary to support our expansion into the data device sector. Our production plan for this product expansion is based on many key assumptions, including that:

 

we correctly estimated customer demand for our new product portfolio;
   
we will be able to timely engage manufacturers for the manufacturing of these products on terms and conditions that are acceptable to us;
   
manufacturers will be able to obtain needed components on a timely basis and in the necessary quantities;
   
we will be able to complete the final product design for delivery to our manufacturers in a timely manner; and
   
manufacturers will be able to produce these devices in a timely manner.

 

Our entry into these next-generation devices, and in the overall data device sector other than smartphones, may divert our management team’s attention from existing products development and may cause our inability to achieve the planned product portfolio expansion which could negatively impact our business, financial condition, and results of operations.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

21
 

 

Item 6. Exhibits.

 

Exhibit

Number

  Description   Form   File No.  

Incorporated by

Exhibit Reference

  Filing Date
                     
3.1   Amended and Restated Certificate of Incorporation of the Registrant.   8-K   001-38907   3.1   May 17, 2019
                     
3.2   Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective September 15, 2021.   8-K   001-38907   3.1   September 15, 2021
                     
3.3   Amended and Restated Bylaws of the Registrant.   8-K   001-38907   3.1   November 8, 2021
                     
31.1   Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                
                     
31.2   Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                
                     
32.1*   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                
                     
32.2*   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                
                     
101.INS   Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).                
                     
101.SCH   Inline XBRL Taxonomy Extension Schema Document.                
                     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.                
                     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.                
                     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.                
                     
101PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.                
                     
104   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)                

 

*The certifications furnished in Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

 

22
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

SONIM TECHNOLOGIES, INC.

     
Date: August 14, 2023 By: /s/ Hao Liu
    Hao (Peter) Liu
   

Chief Executive Officer

(Principal Executive Officer)

 

Date: August 14, 2023 By: /s/ Clay Crolius
    Clay Crolius
   

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

23
EX-31.1 2 ex31-1.htm

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Hao Liu, certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q of Sonim Technologies, Inc.;
  
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
  
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
   
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2023 By: /s/ Hao Liu
    Hao (Peter) Liu, Chief Executive Officer
    (Principal Executive Officer)

 

 

 

EX-31.2 3 ex31-2.htm

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Clayton Crolius, certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q of Sonim Technologies, Inc.;
  
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
  
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
   
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2023 By: /s/ Clayton Crolius
    Clayton Crolius, Chief Financial Officer
    (Principal Financial Officer)