Delaware
|
04-2621506
|
(State or Other Jurisdiction of Incorporation or
Organization)
|
(I.R.S. Employer Identification No.)
|
|
|
101 Arch Street, Boston, Massachusetts
|
02110
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer ☐
|
|
Accelerated filer ☐
|
Non-accelerated filer ☑
|
|
Smaller reporting company ☑
|
|
|
Emerging growth
company ☐
|
|
Page
|
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27
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27
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27
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27
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27
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28
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29
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ASSETS
|
September 30,
2020
(Unaudited)
|
December 31,
2019
|
Current assets
|
|
|
Cash
and cash equivalents
|
$4,013,690
|
$1,216,893
|
Restricted
cash
|
800,000
|
150,000
|
Accounts
receivable, net
|
6,577,447
|
4,070,576
|
Inventories,
net
|
9,693,326
|
7,440,350
|
Prepaid
expenses and other current assets
|
128,847
|
269,738
|
Total
current assets
|
21,213,310
|
13,147,557
|
|
|
|
Other
assets
|
914,884
|
349,335
|
Operating
lease right-of-use assets, net
|
107,343
|
102,716
|
Equipment,
net
|
460,534
|
303,099
|
Total
assets
|
$22,696,071
|
$13,902,707
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
Current liabilities
|
|
|
Accounts
payable
|
$10,513,620
|
$5,024,529
|
Current
maturities of long-term debt
|
354,968
|
––
|
Current
maturities of operating lease liabilities
|
72,739
|
102,716
|
Accrued
expenses
|
4,015,666
|
2,666,471
|
Total
current liabilities
|
$14,956,993
|
$7,793,716
|
|
|
|
Long-term
debt, less current maturities
|
228,332
|
––
|
Operating
lease liabilities, less current maturities
|
34,738
|
––
|
Total
liabilities
|
$15,220,063
|
$7,793,716
|
|
|
|
Commitments
and contingencies (Notes 4 and 5)
|
|
|
|
|
|
Stockholders' equity
|
|
|
Common
stock: Authorized: 40,000,000 shares at $0.01 par
value
|
|
|
Issued
and outstanding: 23,921,142 shares at September 30, 2020 and
20,929,928 shares at December 31, 2019
|
239,211
|
209,299
|
Additional
paid in capital
|
50,454,720
|
46,496,330
|
Accumulated
deficit
|
(43,217,923)
|
(40,596,638)
|
Total
stockholders' equity
|
7,476,008
|
6,108,991
|
Total
liabilities and stockholders' equity
|
$22,696,071
|
$13,902,707
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||
|
2020
|
2019
|
2020
|
2019
|
|
|
|
|
|
Net
sales
|
$12,027,457
|
$10,874,149
|
$34,255,817
|
$27,042,961
|
Cost
of goods sold
|
8,150,901
|
7,746,821
|
25,160,174
|
18,728,928
|
Gross
profit
|
3,876,556
|
3,127,328
|
9,095,643
|
8,314,033
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
Selling
|
2,012,314
|
2,067,728
|
6,650,047
|
7,068,841
|
General
and administrative
|
1,468,187
|
733,486
|
3,012,292
|
1,858,043
|
Research
and development
|
728,258
|
563,881
|
2,025,502
|
1,484,160
|
Total
operating expenses
|
4,208,759
|
3,365,095
|
11,687,841
|
10,411,044
|
|
|
|
|
|
Operating
loss
|
(332,203)
|
(237,767)
|
(2,592,198)
|
(2,097,011)
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
Interest
income
|
272
|
5,626
|
1,064
|
9,627
|
Interest
expense
|
(5,420)
|
––
|
(13,852)
|
(48,405)
|
Other,
net
|
(1,150)
|
36,156
|
(707)
|
34,251
|
Total
other income (expense)
|
(6,298)
|
41,782
|
(13,495)
|
(4,527)
|
|
|
|
|
|
Loss
before income taxes
|
(338,501)
|
(195,985)
|
(2,605,693)
|
(2,101,538)
|
|
|
|
|
|
Income
taxes
|
2,920
|
3,641
|
15,592
|
24,319
|
|
|
|
|
|
Net
loss
|
$(341,421)
|
$(199,626)
|
$(2,621,285)
|
$(2,125,857)
|
|
|
|
|
|
Net
loss per share:
|
|
|
|
|
Basic
and diluted
|
$(0.01)
|
$(0.01)
|
$(0.12)
|
$(0.11)
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted weighted average common and common equivalent
shares
|
23,887,718
|
20,832,174
|
22,419,823
|
18,696,083
|
|
Common Stock
|
|
|
|
|
|
Shares
|
Amount
|
Additional
Paid In Capital
|
Accumulated Deficit
|
Total
|
|
|
|
|
|
|
Balance at
January 1, 2020
|
20,929,928
|
$209,299
|
$46,496,330
|
$(40,596,638)
|
$6,108,991
|
|
|
|
|
|
|
Net
loss
|
––
|
––
|
––
|
(751,879)
|
(751,879)
|
Stock option
exercise
|
346,834
|
3,468
|
194,190
|
––
|
197,658
|
Stock based
compensation
|
––
|
––
|
127,053
|
––
|
127,053
|
Balance at
March 31, 2020
|
21,276,762
|
$212,767
|
$46,817,573
|
$(41,348,517)
|
$5,681,823
|
Net
loss
|
––
|
––
|
––
|
(1,527,985)
|
(1,527,985)
|
Private
investment offering, net of offering costs of
$237,030
|
2,237,103
|
22,371
|
3,140,999
|
––
|
3,163,370
|
Stock option
exercise
|
267,566
|
2,676
|
211,716
|
––
|
214,392
|
Stock based
compensation
|
––
|
––
|
67,548
|
––
|
67,548
|
Balance at
June 30, 2020
|
23,781,431
|
$237,814
|
$50,237,836
|
$(42,876,502)
|
$7,599,148
|
Net
loss
|
––
|
––
|
––
|
(341,421)
|
(341,421)
|
Stock option
exercise
|
139,711
|
1,397
|
129,443
|
––
|
130,840
|
Stock based
compensation
|
––
|
––
|
87,441
|
––
|
87,441
|
Balance at
September 30, 2020
|
23,921,142
|
$239,211
|
$50,454,720
|
$(43,217,923)
|
$7,476,008
|
|
Common Stock
|
|
|
|
|
|
Shares
|
Amount
|
Additional
Paid In Capital
|
Accumulated Deficit
|
Total
|
|
|
|
|
|
|
Balance at
January 1, 2019
|
16,124,681
|
$161,247
|
$41,035,936
|
$(37,320,838)
|
$3,876,345
|
|
|
|
|
|
|
Net
loss
|
––
|
––
|
––
|
(1,121,118)
|
(1,121,118)
|
Stock option
exercise
|
37,500
|
375
|
4,725
|
––
|
5,100
|
Stock based
compensation
|
––
|
––
|
175,012
|
––
|
175,012
|
Balance at
March 31, 2019
|
16,162,181
|
$161,622
|
$41,215,673
|
$(38,441,956)
|
$2,935,339
|
Net
loss
|
––
|
––
|
––
|
(805,113)
|
(805,113)
|
Private
investment offering, net of offering costs of
$57,391
|
4,545,455
|
45,454
|
4,897,155
|
––
|
4,942,609
|
Stock option
exercise
|
35,000
|
350
|
8,400
|
––
|
8,750
|
Stock based
compensation
|
––
|
––
|
138,756
|
––
|
138,756
|
Balance at
June 30, 2019
|
20,742,636
|
$207,426
|
$46,259,984
|
$(39,247,069)
|
$7,220,341
|
Net
loss
|
––
|
––
|
––
|
(199,626)
|
(199,626)
|
Stock option
exercise
|
137,500
|
1,375
|
32,975
|
––
|
34,350
|
Stock based
compensation
|
––
|
––
|
118,276
|
––
|
118,276
|
Balance at
September 30, 2019
|
20,880,136
|
$208,801
|
$46,411,235
|
$(39,446,695)
|
$7,173,341
|
|
Nine Months Ended
September 30,
|
|
|
2020
|
2019
|
Cash flows from operating
activities:
|
|
|
Net
loss
|
$(2,621,285)
|
$(2,125,857)
|
|
|
|
Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities:
|
|
|
Depreciation
and amortization
|
139,940
|
252,471
|
Amortization
of right-of-use assets
|
91,572
|
268,155
|
Stock
based compensation
|
282,042
|
432,044
|
(Recovery
of) provision for accounts receivable allowances
|
(102,632)
|
8,549
|
Provision
for inventory reserves
|
19,781
|
19,983
|
Changes
in operating assets and liabilities:
|
|
|
Accounts
receivable
|
(2,404,239)
|
(1,996,450)
|
Inventories
|
(2,272,757)
|
1,565,903
|
Prepaid
expenses and other current assets
|
140,891
|
533,486
|
Operating
lease liabilities
|
(91,438)
|
(293,489)
|
Accounts
payable and accrued expenses
|
6,838,286
|
494,221
|
Net
cash provided by (used in) operating activities
|
20,161
|
(839,984)
|
|
|
|
Cash flows from investing activities:
|
|
|
Certification
and software costs incurred and capitalized
|
(608,384)
|
(135,000)
|
Purchases
of equipment
|
(254,540)
|
(120,715)
|
Net
cash used in investing activities
|
(862,924)
|
(255,715)
|
|
|
|
Cash flows from financing activities:
|
|
|
Net
payments on bank credit lines
|
––
|
(1,741,272)
|
Proceeds
from debt
|
583,300
|
––
|
Net
proceeds from private placement offering
|
3,163,370
|
4,942,609
|
Proceeds
from stock option exercises
|
542,890
|
48,200
|
Net
cash provided by financing activities
|
4,289,560
|
3,249,537
|
|
|
|
Net
increase in cash, cash equivalents, and restricted
cash
|
3,446,797
|
2,153,838
|
|
|
|
Cash,
cash equivalents, and restricted cash- Beginning
|
1,366,893
|
125,982
|
|
|
|
Cash,
cash equivalents, and restricted cash- Ending
|
$4,813,690
|
$2,279,820
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
Interest
|
$13,852
|
$48,405
|
Income
taxes
|
$15,592
|
$24,319
|
The
following table provides a reconciliation of cash, cash equivalents
and restricted cash reported within the Condensed Consolidated
Balance Sheets to the total of the same such amounts shown
above:
|
|
|
Cash
and cash equivalents
|
$4,013,690
|
$2,129,820
|
Restricted
cash
|
800,000
|
150,000
|
Total
cash, cash equivalents and restricted cash
|
$4,813,690
|
$2,279,820
|
|
September 30,
2020
|
December 31,
2019
|
Gross
accounts receivable
|
$6,751,050
|
$4,346,810
|
Allowance
for doubtful accounts
|
(173,603)
|
(276,234)
|
|
|
|
Total
accounts receivable, net
|
$6,577,447
|
$4,070,576
|
|
September 30,
2020
|
December 31,
2019
|
Audit,
legal, payroll
|
$273,190
|
$256,966
|
Royalty
costs
|
2,056,714
|
1,125,000
|
Sales
and use tax
|
87,114
|
148,836
|
Sales
allowances *
|
1,178,591
|
901,196
|
Other
|
420,057
|
234,473
|
Total
accrued expenses
|
$4,015,666
|
$2,666,471
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||
|
2020
|
2019
|
2020
|
2019
|
|
|
|
|
|
Retailers
|
$9,797,021
|
$10,479,310
|
$29,093,066
|
$25,152,291
|
Distributors
|
1,628,387
|
122,111
|
3,813,533
|
1,087,152
|
Other
|
602,049
|
272,728
|
1,349,218
|
803,518
|
Total
|
$12,027,457
|
$10,874,149
|
$34,255,817
|
$27,042,961
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||
|
2020
|
2019
|
2020
|
2019
|
|
|
|
|
|
Cable
modems & gateways
|
$11,399,705
|
$10,004,675
|
$31,762,498
|
$24,291,501
|
Other
|
627,752
|
869,474
|
2,493,319
|
2,751,460
|
Total
|
$12,027,457
|
$10,874,149
|
$34,255,817
|
$27,042,961
|
Effective Date
|
Expiration Date
|
September 30, 2020
|
December 31, 2019
|
July
9, 2019
|
July
8, 2020 *
|
$150,000
|
$150,000
|
January
8, 2020
|
January
7, 2021
|
400,000
|
––
|
April
6, 2020
|
April
5, 2021
|
250,000
|
––
|
Total
|
|
$800,000
|
$150,000
|
Inventories
consist of :
|
September 30,
2020
|
December 31,
2019
|
Raw
Materials
|
$2,228,272
|
$911,054
|
Work
in process
|
––
|
10,284
|
Finished
goods
|
7,465,054
|
6,519,012
|
Total
|
$9,693,326
|
$7,440,350
|
Year
ending December 31,
|
|
|
|
2020
(remaining):
|
$1,275,000
|
2021:
|
$4,300,000
|
2022:
|
$4,300,000
|
2023:
|
$4,300,000
|
2024:
|
$4,300,000
|
2025:
|
$4,300,000
|
Year
Ending December 31,
|
|
2021
|
$2,050,000
|
2022
|
$2,300,000
|
2023
|
$2,550,000
|
2024
|
$2,800,000
|
2025
|
$2,800,000
|
Maturity of Lease Liabilities
|
Lease Payments
|
|
2020
(remaining)
|
$39,429
|
|
2021
|
53,365
|
|
2022
|
22,794
|
|
Total
undiscounted operating lease payments
|
115,588
|
|
Less:
Imputed interest
|
(8,111)
|
|
Present value of operating lease liabilities
|
$107,477
|
|
|
|
|
Balance Sheet Classification
|
|
|
Current
maturities of operating lease liabilities
|
$72,739
|
|
Operating
lease liabilities, less current maturities
|
34,738
|
|
Total
operating lease liabilities
|
$107,477
|
|
|
|
|
Other Information
|
|
|
Weighted-average
remaining lease term for operating leases
|
1.3 years
|
|
Weighted-average
discount rate for operating leases
|
10%
|
|
|
Nine Months Ended September 30,
|
|
|
2020
|
2019
|
Operating cash flow information:
|
|
|
Amounts
included in measurement of lease liabilities
|
$96,832
|
$297,790
|
Non-cash
activities:
|
|
|
Right-of-use
assets obtained in exchange for lease obligations
|
$96,199
|
$395,565
|
Exhibit
No.
|
|
Exhibit
Description
|
|
|
|
|
Form of Amended and Restated Certificate of Incorporation of Zoom
Telephonics, Inc. (incorporated by reference to Exhibit 3.1 the
Registrant’s Registration Statement on Form 10/A filed on
September 4, 2009).
|
|
|
Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Zoom Telephonics, Inc. (incorporated by the
reference to Exhibit 3.1 to the Registrant’s Form 8-K filed
on November 18, 2015).
|
|
|
Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Zoom Telephonics, Inc. (incorporated by the
reference to Exhibit 3.1 to the Registrant’s Form 8-K filed
on July 30, 2019).
|
|
|
Certificate of Designation of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3.2 to the
Registrant’s Form 8-K filed on November 18,
2015).
|
|
|
Amended and Restated Bylaws of Zoom Telephonics, Inc. (incorporated
by reference to Exhibit 3.1 to the Registrant’s Form 8-K
filed on May 13, 2020).
|
|
|
Standstill and Voting Agreement, dated as of October 9, 2020, by
and among Zoom Telephonics, Inc., Zulu Holdings LLC, and Jeremy
Hitchcock (incorporated by reference to Exhibit 99.1 to the
Registrant’s Form 8-K filed on October 13,
2020).*
|
|
|
Rule 13a-14(a) Certification of PEO.
|
|
|
Rule 13a-14(a) Certification of PFO.
|
|
|
Section 1350 Certification of PEO.+
|
|
|
Section 1350 Certification of PFO.+
|
|
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
|
|
XBRL
Instance Document
XBRL
Taxonomy Extension Schema Document
XBRL
Taxonomy Calculation Linkbase Document
XBRL
Taxonomy Extension Definition Linkbase Document
XBRL
Taxonomy Label Linkbase Document
XBRL
Taxonomy Presentation Linkbase Document
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101).
|
|
ZOOM TELEPHONICS, INC.
(Registrant)
|
|
|
|
|
Date:
November 13, 2020
|
By:
|
/s/
JACQUELYN BARRY
HAMILTON
|
|
|
Jacquelyn
Barry Hamilton
Chief
Financial Officer
(on
behalf of Registrant and as Principal Financial
Officer)
|
Date:
November 13, 2020
|
By:
|
/s/
JEREMY HITCHCOCK
|
|
|
Jeremy
Hitchcock
Executive
Chairman of the Board of Directors
(Principal
Executive Officer)
|
Date:
November 13, 2020
|
By:
|
/s/
JACQUELYN BARRY HAMILTON
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Jacquelyn
Barry Hamilton
Chief
Financial Officer
(Principal
Financial Officer)
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Date:
November 13, 2020
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By:
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/s/
JEREMY
HITCHCOCK
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Jeremy
Hitchcock
Executive
Chairman of the Board of Directors
(Principal
Executive Officer)
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Date:
November 13, 2020
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By:
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/s/
JACQUELYN BARRY HAMILTON
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|
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Jacquelyn
Barry Hamilton
Chief
Financial Officer
(Principal
Financial Officer)
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Document and Entity Information - shares |
9 Months Ended | |
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Sep. 30, 2020 |
Nov. 10, 2020 |
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Cover [Abstract] | ||
Entity Registrant Name | Zoom Telephonics, Inc. | |
Entity Central Index Key | 0001467761 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE | |
Entity File Number | 0-53722 | |
Entity Common Stock, Shares Outstanding | 24,058,642 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares |
Sep. 30, 2020 |
Dec. 31, 2019 |
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Stockholders' equity | ||
Common stock, par value | $ .01 | $ 0.01 |
Common stock, authorized | 40,000,000 | 40,000,000 |
Common stock, issued | 23,921,142 | 20,929,928 |
Common stock, outstanding | 23,921,142 | 20,929,928 |
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
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Income Statement [Abstract] | ||||
Net sales | $ 12,027,457 | $ 10,874,149 | $ 34,255,817 | $ 27,042,961 |
Cost of goods sold | 8,150,901 | 7,746,821 | 25,160,174 | 18,728,928 |
Gross profit | 3,876,556 | 3,127,328 | 9,095,643 | 8,314,033 |
Operating expenses: | ||||
Selling | 2,012,314 | 2,067,728 | 6,650,047 | 7,068,841 |
General and administrative | 1,468,187 | 733,486 | 3,012,292 | 1,858,043 |
Research and development | 728,258 | 563,881 | 2,025,502 | 1,484,160 |
Total | 4,208,759 | 3,365,095 | 11,687,841 | 10,411,044 |
Operating loss | (332,203) | (237,767) | (2,592,198) | (2,097,011) |
Other income (expense): | ||||
Interest income | 272 | 5,626 | 1,064 | 9,627 |
Interest expense | (5,420) | 0 | (13,852) | (48,405) |
Other, net | (1,150) | 36,156 | (707) | 34,251 |
Total other income (expense) | (6,298) | 41,782 | (13,495) | (4,527) |
Loss before income taxes | (338,501) | (195,985) | (2,605,693) | (2,101,538) |
Income taxes | 2,920 | 3,641 | 15,592 | 24,319 |
Net loss | $ (341,421) | $ (199,626) | $ (2,621,285) | $ (2,125,857) |
Net loss per share: | ||||
Basic and diluted | $ (0.01) | $ (0.01) | $ (0.12) | $ (0.11) |
Basic and diluted weighted average common and common equivalent shares | 23,887,718 | 20,832,174 | 22,419,823 | 18,696,083 |
1. Summary of Significant Accounting Policies |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Basis of Presentation
The accompanying condensed consolidated financial statements (the “financial statements”) are unaudited. However, the condensed consolidated balance sheet as of December 31, 2019 was derived from audited financial statements. In the opinion of management, the accompanying financial statements include all necessary adjustments to present fairly the condensed consolidated financial position, results of operations and cash flows of Zoom Telephonics, Inc. (the “Company” or “Zoom”). The adjustments are of a normal, recurring nature.
The results of operations for the periods presented are not necessarily indicative of the results to be expected for the entire year.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and contemplates continuity of operations, realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company’s ability to continue as a going concern is contingent upon, among other factors, the Company’s ability to generate sufficient cash flow from operations, maintain or decrease operating expense ratios, obtain additional equity or debt financing and comply with the financial and other covenants contained in the Company’s Financing Agreement, as amended, as described in Note 7. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The financial statements of the Company presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2019 included in the Company's 2019 Annual Report on Form 10-K for the year ended December 31, 2019.
Subsequent Events
The Company has evaluated subsequent events from September 30, 2020 through the date of this filing and has determined that there are no such events requiring recognition or disclosure in the financial statements.
Sales Tax
The Company has a state sales tax liability stemming from the Company’s ‘Fulfilled By Amazon’ sales agreement which allows Amazon to warehouse the Company’s inventory throughout a number of states. Sales tax is collected in states where the Company is required to collect, and the Company is registered in each of these states. Sales and Use Tax filings are completed and filed and tax remitted back to the states is consistent with the individual state filing requirements. Changes to state sales tax regulations are monitored to stay current with the law. As of September 30, 2020, approximately $50 thousand of the original state sales tax liability remains open. The additional liability of approximately $37 thousand relates to sales tax that has been collected and not yet remitted to the respective states.
Revenue Recognition
Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.
● Identification of the contract, or contracts, with a customer — a contract with a customer exists when the Company enters into an enforceable contract with a customer, typically a purchase order initiated by the customer, that defines each party’s rights regarding the goods to be transferred, identifies the payment terms related to these goods, and that the customer has both the ability and intent to pay.
● Identification of the performance obligations in the contract — performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are distinct, whereby the customer can benefit from the goods on its own or together with other resources that are readily available from third parties or from us.
● Determination of the transaction price —the transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods to the customer. This would be the agreed upon quantity and price per product type in accordance with the customer purchase order, which is aligned with the Company’s internally approved pricing guidelines.
● Allocation of the transaction price to the performance obligations in the contract — if the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. This applies to the Company as there is only one performance obligation, which is to provide the goods.
● Recognition of revenue when, or as, the Company satisfies a performance obligation — the Company satisfies performance obligations at a point in time when control of the goods transfers to the customer. Determining the point in time when control transfers requires judgment. Indicators considered in determining whether the customer has obtained control of a good include:
● The Company has a present right to payment ● The customer has legal title to the goods ● The Company has transferred physical possession of the goods ● The customer has the significant risks and rewards of ownership of the goods ● The customer has accepted the goods
The Company has concluded that transfer of control substantively transfers to the customer upon shipment or delivery, depending on the delivery terms of the sales agreement.
● Warranties - the Company does not offer customers the option to purchase a warranty separately. Therefore, there is not a separate performance obligation. The Company does account for warranties as a cost accrual and the warranties do not include any additional distinct services other than the assurance that the goods comply with agreed-upon specifications. Warranties are variable and are estimated and recognized as a reduction of revenue as performance obligations are satisfied (e.g., upon shipment of goods). The estimates due to warranties are historically not material.
● Returned Goods - analyses of actual returned product are compared to that of the product return estimates and historically have resulted in no material difference between the two. The Company has concluded that the current process of estimating the return reserve represents a fair measure with which to adjust revenue. Returned goods are variable and are estimated and recognized as a reduction of revenue as performance obligations are satisfied (e.g., upon shipment of goods). The Company monitors pending authorized returns of goods and, if deemed appropriate, records the right of return asset accordingly.
● Price protection - price protection provides that if the Company reduces the price on any products sold to the customer for eventual resale to an end-user, the Company will guarantee an account credit for the price difference for all quantities of that product that the customer still holds. Price protection is variable and is estimated and recognized as a reduction of revenue as performance obligations are satisfied (e.g., upon shipment of goods). The estimates due to price protection are historically not material.
● Volume Rebates and Promotion Programs - volume rebates are variable dependent upon the volume of goods sold-through the Company’s customers to end-users and are estimated and recognized as a reduction of revenue as performance obligations are satisfied (e.g., upon shipment of goods). The estimates due to rebates and promotions are historically not material.
Accounts receivable, net:
Accrued expenses:
------------------------------------------------------------------------------------------------------------------------------------------------------------ * A related inventory contract asset stemming from the sales return reserve of $468 thousand and $376 thousand is included within inventories on the accompanying condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019, respectively.
Company revenues are primarily from the selling of products that are shipped and billed. Consistent with the revenue recognition accounting standard, revenues are recognized when control is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. Sales are earned at a point in time through ship-and-bill performance obligations.
Regarding disaggregated revenue disclosures, as previously noted, the Company’s business is controlled as a single operating segment that consists of the manufacture and sale of Internet access and other communications-related products. Most of the Company’s transactions are very similar in nature, contract, terms, timing, and transfer of control of goods.
Disaggregated revenue by distribution channel for three and nine months ended:
Disaggregated revenue by product for three and nine months ended:
Revenue is recognized when obligations under the terms of a contract with customers are satisfied. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring the products. Based on the nature of the Company’s products and customer contracts, the Company has not recorded any deferred revenue as of September 30, 2020 and December 31, 2019. Any agreements with customers that could impact revenue such as rebates or promotions are recognized in the period of agreement.
Amended and Restated Certificate of Incorporation
On July 25, 2019, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company which increased the number of authorized common shares from 25,000,000 to 40,000,000.
Recently Issued Accounting Standards
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, "Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments." ASU 2016-13 requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, which includes the Company’s accounts receivable. This ASU is effective for the Company for reporting periods beginning after December 15, 2022. The Company is currently assessing the potential impact that the adoption of this ASU will have on its condensed consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which is intended to improve consistent application and simplify the accounting for income taxes. This ASU removes certain exceptions to the general principals in Topic 740 and clarifies and amends existing guidance. This standard is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the potential impact that the adoption of this ASU and does not expect the adoption of this new standard will have a material impact on its condensed consolidated financial statements.
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2. Liquidity |
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Liquidity | |||||||||||||||||||||||||||||||||||||||||||||||||||
Liquidity | The Company’s cash, cash equivalents and restricted cash balance on September 30, 2020 was $4.8 million of which $800 thousand was restricted. This compares to $1.4 million on December 31, 2019 of which $150 thousand was restricted. As of September 30, 2020, the Company had no debt outstanding on its $4.0 million credit line, $583.3 thousand on a note, working capital of $6.3 million, and a current ratio of 1.4.
The Company closed on a $3.4 million private placement and issued an aggregate of 2,237,103 shares on May 26, 2020 at a purchase price of $1.52 per share, and in connection with the closing of the offering two designees of an investor in the private placement joined Zoom’s Board of Directors.
The Company closed on a $5.0 million private placement and issued an aggregate of 4,545,455 shares on May 3, 2019 at a purchase price of $1.10 per share, and in connection with the closing of the offering two designees of an investor in the private placement joined Zoom’s Board of Directors.
The Company’s recent net loss of $2.6 million for the nine months ended September 30, 2020 has raised management concerns as to the Company’s ability to continue as going concern within one year from the date of filing these financial statements. The Company’s condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplates continuity of operations, realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company’s ability to continue as a going concern is contingent upon, among other factors, the Company’s ability to generate sufficient cash flow from operations, maintain or decrease operating expense ratios, obtain additional equity or debt financing and comply with the financial and other covenants contained in the Company’s Financing Agreement, as amended, as described in Note 7. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The addition of US tariffs and the Coronavirus (“COVID-19”) pandemic has created potential disruptions to the Company’s operations. The 25% US tariffs assessed on products imported from China had a significant impact on cash and net loss for 2019 and the first two quarters of 2020. In the first quarter of 2020, tariffs were $1.5 million. In the second quarter of 2020, tariffs were $1.0 million. In the third quarter of 2020, tariffs were $115.5 thousand. These tariffs had an unfavorable impact on our financial performance until July 2020, the first full month after which the Company fully transitioned all of its core production supply out of China. In late 2019, the Company made the decision to move its outsourced manufacturing operations from China to Vietnam, primarily to end the exposure to the trade-war imposed tariffs with China. While the COVID-19 pandemic caused delays in the original transition plan, the Company worked actively with its primary outsourced development partner to establish manufacturing operations in Haiphong, Vietnam. As noted above, the transition to Vietnam was completed in June 2020. All manufacturing of existing models now takes place in Vietnam. For the balance of the year, only the initial manufacturing runs of new models will take place in China.
The Company implemented cost cutting measures to conserve cash during the nine months ended September 30, 2020, including delaying the planned start dates of all new hiring during 2020, and not renewing the same footprint of its headquarters office lease when it expired in June 2020. The Company downsized its executive offices by retaining a small office within the City of Boston on a short-term, month-to-month basis at a cost of $682 per month starting November 1, 2020. The Company negotiated extended and improved payment terms through the end of June 2020 with its primary outsourced manufacturing partner and as of September 30, 2020 the Company has fully paid all invoices with these extended payment terms.
Due to requirements of the United States Department of Homeland Security and resulting from the continued 25% tariff on imports from China, the Company was required to commit to three letters of credit totaling $800 thousand. These funds are reported as restricted cash on the accompanying condensed consolidated balance sheets:
------------------------------------------------------------------------------------------------------------------------------------------------------------ * Although the letter of credit dated July 9, 2019 expired on July 8, 2020, the restricted cash committed under this letter of credit remains in effect until the Company finalizes an administrative application requesting the release of the cash.
The Company applied for and received approval for a Small Business Administration (“SBA”) Paycheck Protection Plan Loan with Primary Bank under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The loan from the US government in the amount of $583.3 thousand was approved and funded in April 2020. The Company submitted an application for forgiveness of this loan in October 2020.
On April 13, 2020, the Company entered into a sixth amendment to the Financing Agreement with Rosenthal & Rosenthal, Inc. This amendment increased the size of the Company’s revolving credit line to $4.0 million effective on the date of this amendment. The Company’s credit line has a maturity date of November 2020, and automatically renews from year to year unless cancelled under the terms of Financing Agreement, as amended.
On March 26, 2020, the Company entered into an extension of its networking product license agreement with Motorola through 2025 and also entered into a new license agreement with Motorola to sell consumer grade home security and monitoring products and to provide related services. The Company continues to develop new products and expects to introduce several new models to the market during the remainder of 2020 and 2021.
The Company’s ability to maintain adequate levels of liquidity depends in part on its ability to sell inventory on hand, to continue to manufacture and import more inventory to meet existing demand, and to collect related receivables. The Company also continues to work with its distribution partners in North America to deliver inventory to its customers. The current environment is difficult, particularly due to the COVID-19 pandemic, and the outcome of these matters cannot be predicted with any certainty at this time and raises challenges to the Company’s ability to continue as a going concern. There can be no assurance that the Company’s ongoing efforts will continue to be successful.
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3. Inventories |
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Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Inventories |
Finished goods includes consigned inventory of approximately $0.7 million at September 30, 2020 and approximately $1.8 million at December 31, 2019. The Company reviews inventory for obsolete and slow-moving products each quarter and makes provisions based on its estimate of the probability that the material will not be consumed or that it will be sold below cost. The provision for inventory reserves was negligible for both three and nine months ended September 30, 2020 and 2019, respectively.
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4. Commitments and Contingencies |
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Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | (a) Contingencies
The Company is party to various lawsuits and administrative proceedings arising in the ordinary course of business. The Company evaluates such lawsuits and proceedings on a case-by-case basis, and its policy is to vigorously contest any such claims which it believes are without merit.
The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the loss can be reasonably estimated. This review is updated periodically as additional information becomes available. If either or both of the criteria are not met, the Company reassesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of the loss or range of losses, that the amount is not material, or that an estimate of the loss cannot be made. The Company expenses its legal fees as incurred.
On January 23, 2020, William Schulze filed a complaint, and subsequently filed an amended complaint on April 3, 2020 (collectively the “Schulze Complaint”) as lead plaintiff on behalf of purchasers of Zoom modems in a putative class action lawsuit against Zoom in the U.S. District Court for the District of Massachusetts. The Schulze Complaint alleged that Zoom modems were sold as new despite containing refurbished parts. On July 28, 2020, the lead plaintiff filed a Stipulation of Dismissal that dismissed the Schulze Complaint with prejudice. The Company does not have any other pending or outstanding material legal proceedings.
(b) Commitments
In May 2015, Zoom entered into a License Agreement with Motorola Mobility LLC (the “Networking Product License Agreement”). The Networking Product License Agreement provides Zoom with an exclusive license to use certain trademarks owned by Motorola Trademark Holdings, LLC for the manufacture, sale, and marketing of consumer cable modem products in the United States and Canada through certain authorized sales channels.
In August 2016, Zoom entered into an amendment to the Networking Product License Agreement (the “First Agreement”) with Motorola Mobility LLC. The First Amendment expands Zoom’s exclusive license to use the Motorola trademark to a wide range of authorized channels worldwide, and expands the license from cable modems and gateways to also include consumer routers, WiFi range extenders, home powerline network adapters, and access points.
In August 2017, Zoom entered into an amendment to the Networking Product License Agreement (the “Second Amendment”) with Motorola Mobility LLC. The Second Amendment expands Zoom’s exclusive license to use the Motorola trademark to a wide range of authorized channels worldwide, and expands the license from cable modems, gateways, consumer routers, WiFi range extenders, home powerline network adapters, and access points to also include MoCa adapters, and cellular sensors. The Networking Product License Agreement, as amended, had a five-year term beginning January 1, 2016 through December 31, 2020.
In March 2020, Zoom entered into an amendment to the Networking Product License Agreement (the “Third Amendment”) with Motorola Mobility LLC. The Third Amendment expands Zoom’s exclusive license to use the Motorola trademark to a wide range of authorized channels worldwide, including Service Provider Channels. The Networking Product License Agreement, as amended, has a ten-year term beginning January 1, 2016 through December 31, 2025 and modified the minimum annual royalty payments starting for the year ending December 31, 2021 as outlined below.
In connection with the Networking Product License Agreement, as amended, the Company has committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company is required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments as follows:
Royalty expense under the Networking Product License Agreement was $1,275,000 for the third quarter of 2020 and $1,125,000 for the third quarter of 2019. Royalty expense for the nine-months ended September 30, 2020 was $3,825,000 compared to $3,375,000 in the nine-months ended September 30, 2019. Royalty expense is included in selling expense on the accompanying condensed consolidated statements of operations.
Additionally in March 2020, Zoom entered into a new, separate License Agreement (the “2020 License Agreement”) with Motorola Mobility LLC to provide Zoom with an exclusive global license to use certain trademarks owned by Motorola Trademark Holdings, LLC for the manufacture, sale, and marketing of consumer-grade home security, monitoring and energy management products and services globally. The 2020 License Agreement is effective January 1, 2021 and extends through December 31, 2025.
In connection with the 2020 License Agreement, the Company has committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company is required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments as follows:
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5. Lease Obligations |
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Lease Obligations | In May 2020, the Company signed a two-year lease agreement for 3,218 square feet at 275 Turnpike Executive Park, Canton MA. The agreement includes a one-time option to cancel the second year of lease with three-month advance notice. The location is currently being occupied by the research and development group of the Company. Rent expense for the three and nine months ended September 30, 2020 was $12.9 thousand and $17.2 thousand, respectively.
The Company was previously a party to a one-year lease agreement for its executive offices at 225 Franklin Street, Boston, MA on June 28, 2019. This lease originally expired on June 30, 2020, after which the Company reduced its footprint of leased space and continued on a short-term basis until October 31, 2020. At that time, the Company signed a month to month lease agreement for a single office at 101 Arch Street, Boston, MA beginning November 1, 2020, while reviewing options for long-term lease for headquarters in Boston. The Company has elected to apply the short-term lease exception under ASC 842 which does not require the recognition of an operating lease liability or right-of-use asset on the condensed consolidated balance sheet in relation to the lease at 225 Franklin Street or the lease at 101 Arch Street. Rent expense was $2.8 thousand for the third quarter of 2020 and $117.6 thousand for the third quarter of 2019. Rent expense was $263.8 thousand for the first nine months of 2020 and $325.4 thousand for the first nine months of 2019.
The Company performs most of the final assembly, testing, packaging, warehousing and distribution logistics at a production and warehouse facility in Tijuana, Mexico. In November 2014, the Company signed a one-year lease with five one-year renewal options thereafter for an 11,390 square foot facility in Tijuana, Mexico. In September 2015, Zoom extended the term of the lease from December 1, 2015 through November 30, 2018. In September 2015, Zoom also signed a new lease for additional space in the adjacent building, which doubled its capacity. The term of this lease was from March 1, 2016 through November 30, 2018. The Company currently has a signed lease extension to stay in the existing facilities through at least November 30, 2020 and is in the process of extending for another two years to November 30, 2022. Rent expense was $26.6 thousand for both the third quarter of 2020 and the third quarter of 2019. Rent expense was $79.7 thousand for both the first nine months of 2020 and the first nine months of 2019.
The Company also had a lease for approximately 1,550 square feet in Boston, MA that expired on October 31, 2019 and had been renewed for an additional one-year period starting November 1, 2019. The Company has since negotiated out of this lease effective June 30, 2020. The Company had another one-year lease signed in December 2019 for approximately 1,500 square feet in Boston. The Company also negotiated out of this lease effective July 31, 2020. The Company has elected to apply the short-term lease exception for both of these leases under ASC 842 which does not require the recognition of an operating lease liability or right-of-use asset on the condensed consolidated balance sheet in relation to either lease. Rent expense for these leases was approximately $6.0 thousand for the third quarter of 2020 and $18.0 thousand for the third quarter of 2019. Rent expense was $76.8 thousand for the first nine months of 2020 and $54 thousand for the first nine months of 2019.
At the inception of a lease the Company determines whether that lease meets the classification criteria of a finance or operating lease. Some of the Company’s lease arrangements contain lease components (e.g., minimum rent payments) and non-lease components (e.g., maintenance, labor charges, etc.). The Company generally accounts for each component separately based on the estimated standalone price of each component.
As of September 30, 2020, the Company's estimated future minimum committed rental payments, excluding executory costs, under the operating leases described above to their expiration or the earliest possible termination date, whichever is sooner, are approximately $39.4 thousand for the remainder of 2020, approximately $53.4 thousand for 2021, and approximately $22.8 thousand for 2022. There are no future minimum committed rental payments that extend beyond 2022.
Operating Leases
Operating leases are included in operating lease right-of-use assets, current maturities of operating lease liabilities, and operating lease liabilities, less current maturities on the condensed consolidated balance sheets. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Based on the Company's financial position and ability to obtain financing at the time ASC 842 was adopted, 10% was considered by management to be a reasonable incremental borrowing rate when calculating the present value of remaining lease payments over the lease term. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the balance sheet.
Lease expense for operating leases is recognized on a straight-line basis over the lease term. Lease expense is included in general and administrative expenses on the condensed consolidated statements of operations.
The following table presents information about the amount and timing of the Company’s operating leases as of September 30, 2020.
Cash Flows
Upon adoption of the new lease standard at the beginning of fiscal year 2019, the Company recorded a lease liability in the amount of $420,899, right-of-use assets of $395,565, and reclassified deferred rent of $25,334 as a reduction of the right-of-use assets. During the three months-ended June 30, 2020, the Company recorded an additional lease liability and corresponding right-of-use asset of $96,199 related to the Company’s Canton, MA lease. During the nine months-ended September 30, 2020, the operating lease liability was reduced by $91,438 and we recorded amortization of our right-of-use assets of $91,572.
Supplemental cash flow information and non-cash activity related to our operating leases are as follows:
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6. Customer and Vendor Concentrations |
9 Months Ended |
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Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Customer and Vendor Concentrations | The Company sells its products primarily through high-volume retailers and distributors, Internet service providers, value-added resellers, system integrators, and original equipment manufacturers ("OEMs"). The Company supports its major accounts in their efforts to offer a well-chosen selection of attractive products and to maintain appropriate inventory levels.
Relatively few companies account for a substantial portion of the Company’s revenues. In the third quarter of 2020, three companies accounted for 10% or greater individually, and 85% in the aggregate of the Company’s total net sales. In the first nine months of 2020, three companies accounted for 10% or greater individually, and 88% in the aggregate of the Company’s total net sales. At September 30, 2020, three companies with an accounts receivable balance of 10% or greater individually accounted for a combined 91% of the Company’s accounts receivable. In the third quarter of 2019, two companies accounted for 10% or greater individually, and 86% in the aggregate of the Company’s total net sales. In the first nine months of 2019, two companies accounted for 10% or greater individually, and 83% in the aggregate of the Company’s total net sales. At September 30, 2019, three companies with an accounts receivable balance of 10% or greater individually accounted for a combined 86% of the Company’s accounts receivable.
The Company’s customers generally do not enter into long-term agreements obligating them to purchase products. The Company may not continue to receive significant revenues from any of these or from other large customers. A reduction or delay in orders from any of the Company’s significant customers, or a delay or default in payment by any significant customer, could materially harm the Company’s business and prospects. Because of the Company’s significant customer concentration, its net sales and operating income could fluctuate significantly due to changes in political or economic conditions, or the loss, reduction of business, or less favorable terms for any of the Company's significant customers.
The Company participates in the PC peripherals industry, which is characterized by aggressive pricing practices, continually changing customer demand patterns and rapid technological developments. The Company's operating results could be adversely affected should the Company be unable to successfully anticipate customer demand accurately; manage its product transitions, inventory levels and manufacturing process efficiently; distribute its products quickly in response to customer demand; differentiate its products from those of its competitors or compete successfully in the markets for its new products.
The Company depends on many third-party suppliers for key components contained in its product offerings. For some of these components, the Company may only use a single source supplier, in part due to the lack of alternative sources of supply. During the third quarter of 2020, the Company had one supplier that provided 94% of the Company's purchased inventory. During the third quarter of 2019, the Company had one supplier that provided 95% of the Company's purchased inventory. During the first nine months of 2020, the Company had two suppliers that provided 99% of the Company's purchased inventory. During the first nine months of 2019, the Company had one supplier that provided 95% of the Company's purchased inventory.
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7. Credit Lines |
9 Months Ended |
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Sep. 30, 2020 | |
Line of Credit Facility [Abstract] | |
Credit Lines | On December 18, 2012, the Company entered into a Financing Agreement with Rosenthal & Rosenthal, Inc. (the “Financing Agreement”). The Financing Agreement provided for up to $1.75 million of revolving credit, subject to a borrowing base formula and other terms and conditions as specified in the Financing Agreement. The Financing Agreement continued until November 30, 2014 and automatically renews from year to year thereafter, unless sooner terminated by either party as specified in the Financing Agreement. The lender has the right to terminate the Financing Agreement at any time by giving the Company 60 days’ prior written notice. Borrowings are secured by all of the Company assets including intellectual property. The Financing Agreement contained several covenants, including a requirement that the Company maintain tangible net worth of not less than $2.5 million and working capital of not less than $2.5 million.
On March 25, 2014, the Company entered into an amendment to the Financing Agreement (the “Amendment”) with an effective date of January 1, 2013. The Amendment clarified the definition of current assets in the Financing Agreement, reduced the size of the revolving credit line to $1.25 million, and revised the financial covenants so that Zoom was required to maintain tangible net worth of not less than $2.0 million and working capital of not less than $1.75 million.
On October 29, 2015, the Company entered into a second amendment to the Financing Agreement (the “Second Amendment”). Retroactive to October 1, 2015, the Second Amendment eliminated $2,500 in monthly charges for the Financing Agreement. Effective December 1, 2015, the Second Amendment reduces the effective rate of interest to 2.25% plus an amount equal to the higher of prime rate or 3.25%.
On July 19, 2016, the Company entered into a third amendment to the Financing Agreement (the “Third Amendment”). The Third Amendment increased the size of the revolving credit line to $2.5 million effective as of date of the Third Amendment.
On September 1, 2016, the Company entered into a fourth amendment to the Financing Agreement (the “Fourth Amendment”). The Fourth Amendment increased the size of the revolving credit line to $3.0 million effective with the date of the Fourth Amendment.
On November 2, 2018, the Company entered into a fifth amendment to the Financing Agreement (the “Fifth Amendment”). The Fifth Amendment reduced the effective interest rate by 1 percentage point and reduced the annual facility fee by 0.25 percent.
On April 13, 2020, the Company entered into a sixth amendment to the Financing Agreement (the “Sixth Amendment”). The Sixth Amendment increased the size of the revolving credit line to $4.0 million effective with the date of the Sixth Amendment.
The Company is required to calculate its covenant compliance on a quarterly basis and as of September 30, 2020, the Company was in compliance with both its working capital and tangible net worth covenants. At September 30, 2020, the Company’s tangible net worth was approximately $6.5 million, while the Company’s working capital was approximately $6.3 million. Loan availability is based on eligible receivables less offsets, if any. Approximately $4.0 million was available on this credit line as of September 30, 2020, consisting of $4 million as 75% of eligible receivables, which is limited to the $4 million loan limit, less an offset of $50 thousand for state tax liabilities and no reduction on outstanding bank debt balance as of September 30, 2020. The sales tax offset will be reduced as the sales tax liability is paid down.
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8. Loss Per Share |
9 Months Ended |
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Sep. 30, 2020 | |
Net loss per share: | |
Loss Per Share | Basic loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares, except for periods with a loss from operations. Diluted loss per share reflects additional common shares that would have been outstanding if dilutive potential shares of common stock had been issued. Potential shares of common stock that may be issued by the Company include shares of common stock that may be issued upon exercise of outstanding stock options. Under the treasury stock method, the unexercised options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase shares of common stock at the average market price during the period.
Basic and diluted loss per common share for the three-month period ended September 30, 2020 was $0.01, and diluted loss per common share excludes the effects of 306,532 common share equivalents, since such inclusion would be anti-dilutive. Basic and diluted loss per common share for the three-month period ended September 30, 2019 was $0.01, and diluted loss per common share excludes the effects of 496,319 common share equivalents, since such inclusion would be anti-dilutive. Basic and diluted loss per common share for the nine-month period ended September 30, 2020 was $0.12, and diluted loss per common share excludes the effects of 306,532 common share equivalents, since such inclusion would be anti-dilutive. Basic and diluted loss per common share for the nine-month period ended September 30, 2019 was $0.11, and diluted loss per common share excludes the effects of 496,319 common share equivalents, since such inclusion would be anti-dilutive.
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9. Related Party Transactions |
9 Months Ended |
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Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Jeremy Hitchcock, who serves as Executive Chairman of the Company’s Board of Directors, is the co-founder, Executive Chairman and a stockholder of Minim Inc. (“Minim”). On July 25, 2019, the Company entered into a Master Partnership Agreement with Minim, together with a related Statement of Work, License, Collaborative Agreement, Software/Service Availability Agreement and Software/Service Support Level Agreement (collectively, the “Partnership Agreement”). Under the Partnership Agreement, the Company will integrate Minim software and services into certain hardware products distributed by the Company, and Minim will be entitled to certain fees and a portion of revenue received from the end users of such services and software. The Company and Minim entered into an additional Statement of Work on December 31, 2019 providing for further integration of Minim services, with a monthly minimum payment of $5,000 payable by the Company to Minim starting in January 2020 for a period of thirty-six months and a requirement for Minim to purchase at least $90,000 of the Company’s hardware by December 2022. Minimum monthly payments under this agreement increased to $15,000 as of July 2020. As of September 30, 2020, the Company has made total payments of $90,000 to Minim under the Partnership Agreement.
On September 26, 2020, the Company entered into an exclusivity agreement (the “Exclusivity Agreement”) with Minim regarding a possible business combination. This Exclusivity Agreement was extended on October 7, 2020 and again on November 3, 2020, extending the Exclusivity Agreement through November 20, 2020.
On October 9, 2020, the Company entered into a Standstill and Voting Agreement with Zulu Holdings LLC (“Zulu”) and Mr. Hitchcock (the “Standstill Agreement”). Mr. Hitchcock and Zulu, which is an entity controlled by Mr. Hitchcock, beneficially own the majority of the common stock of the Company. Pursuant to the terms of the Standstill Agreement, each of Zulu, Mr. Hitchcock and their controlled affiliates (the “Restricted Parties”) have agreed not to effect any (a) transaction involving the Company and any Restricted Party, in which any Restricted Party would have a material interest different from stockholders of the Company generally, (b) purchase of more than 10% of the then total number of shares of outstanding Company common stock, and (c) sale, transfer or other disposition of Company common stock to a third party that would result in such third party beneficially owning more than 20.0% of the Company’s outstanding common stock immediately after giving effect to such transaction. The duration of the “Standstill Period” lasts through the earlier of: (i) such time as the Restricted Parties beneficially own less than 45.0% of the outstanding common stock of the Company, and (ii) the third anniversary of the date of the Standstill Agreement. |
1. Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | The accompanying condensed consolidated financial statements (the “financial statements”) are unaudited. However, the condensed consolidated balance sheet as of December 31, 2019 was derived from audited financial statements. In the opinion of management, the accompanying financial statements include all necessary adjustments to present fairly the condensed consolidated financial position, results of operations and cash flows of Zoom Telephonics, Inc. (the “Company” or “Zoom”). The adjustments are of a normal, recurring nature.
The results of operations for the periods presented are not necessarily indicative of the results to be expected for the entire year.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and contemplates continuity of operations, realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company’s ability to continue as a going concern is contingent upon, among other factors, the Company’s ability to generate sufficient cash flow from operations, maintain or decrease operating expense ratios, obtain additional equity or debt financing and comply with the financial and other covenants contained in the Company’s Financing Agreement, as amended, as described in Note 7. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The financial statements of the Company presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2019 included in the Company's 2019 Annual Report on Form 10-K for the year ended December 31, 2019.
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Subsequent Events | The Company has evaluated subsequent events from September 30, 2020 through the date of this filing and has determined that there are no such events requiring recognition or disclosure in the financial statements.
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Sales Tax | The Company has a state sales tax liability stemming from the Company’s ‘Fulfilled By Amazon’ sales agreement which allows Amazon to warehouse the Company’s inventory throughout a number of states. Sales tax is collected in states where the Company is required to collect, and the Company is registered in each of these states. Sales and Use Tax filings are completed and filed and tax remitted back to the states is consistent with the individual state filing requirements. Changes to state sales tax regulations are monitored to stay current with the law. As of September 30, 2020, approximately $50 thousand of the original state sales tax liability remains open. The additional liability of approximately $37 thousand relates to sales tax that has been collected and not yet remitted to the respective states.
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Revenue Recognition | Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.
● Identification of the contract, or contracts, with a customer — a contract with a customer exists when the Company enters into an enforceable contract with a customer, typically a purchase order initiated by the customer, that defines each party’s rights regarding the goods to be transferred, identifies the payment terms related to these goods, and that the customer has both the ability and intent to pay.
● Identification of the performance obligations in the contract — performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are distinct, whereby the customer can benefit from the goods on its own or together with other resources that are readily available from third parties or from us.
● Determination of the transaction price —the transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods to the customer. This would be the agreed upon quantity and price per product type in accordance with the customer purchase order, which is aligned with the Company’s internally approved pricing guidelines.
● Allocation of the transaction price to the performance obligations in the contract — if the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. This applies to the Company as there is only one performance obligation, which is to provide the goods.
● Recognition of revenue when, or as, the Company satisfies a performance obligation — the Company satisfies performance obligations at a point in time when control of the goods transfers to the customer. Determining the point in time when control transfers requires judgment. Indicators considered in determining whether the customer has obtained control of a good include:
● The Company has a present right to payment ● The customer has legal title to the goods ● The Company has transferred physical possession of the goods ● The customer has the significant risks and rewards of ownership of the goods ● The customer has accepted the goods
The Company has concluded that transfer of control substantively transfers to the customer upon shipment or delivery, depending on the delivery terms of the sales agreement.
● Warranties - the Company does not offer customers the option to purchase a warranty separately. Therefore, there is not a separate performance obligation. The Company does account for warranties as a cost accrual and the warranties do not include any additional distinct services other than the assurance that the goods comply with agreed-upon specifications. Warranties are variable and are estimated and recognized as a reduction of revenue as performance obligations are satisfied (e.g., upon shipment of goods). The estimates due to warranties are historically not material.
● Returned Goods - analyses of actual returned product are compared to that of the product return estimates and historically have resulted in no material difference between the two. The Company has concluded that the current process of estimating the return reserve represents a fair measure with which to adjust revenue. Returned goods are variable and are estimated and recognized as a reduction of revenue as performance obligations are satisfied (e.g., upon shipment of goods). The Company monitors pending authorized returns of goods and, if deemed appropriate, records the right of return asset accordingly.
● Price protection - price protection provides that if the Company reduces the price on any products sold to the customer for eventual resale to an end-user, the Company will guarantee an account credit for the price difference for all quantities of that product that the customer still holds. Price protection is variable and is estimated and recognized as a reduction of revenue as performance obligations are satisfied (e.g., upon shipment of goods). The estimates due to price protection are historically not material.
● Volume Rebates and Promotion Programs - volume rebates are variable dependent upon the volume of goods sold-through the Company’s customers to end-users and are estimated and recognized as a reduction of revenue as performance obligations are satisfied (e.g., upon shipment of goods). The estimates due to rebates and promotions are historically not material.
Accounts receivable, net:
Accrued expenses:
------------------------------------------------------------------------------------------------------------------------------------------------------------ * A related inventory contract asset stemming from the sales return reserve of $468 thousand and $376 thousand is included within inventories on the accompanying condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019, respectively.
Company revenues are primarily from the selling of products that are shipped and billed. Consistent with the revenue recognition accounting standard, revenues are recognized when control is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. Sales are earned at a point in time through ship-and-bill performance obligations.
Regarding disaggregated revenue disclosures, as previously noted, the Company’s business is controlled as a single operating segment that consists of the manufacture and sale of Internet access and other communications-related products. Most of the Company’s transactions are very similar in nature, contract, terms, timing, and transfer of control of goods.
Disaggregated revenue by distribution channel for three and nine months ended:
Disaggregated revenue by product for three and nine months ended:
Revenue is recognized when obligations under the terms of a contract with customers are satisfied. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring the products. Based on the nature of the Company’s products and customer contracts, the Company has not recorded any deferred revenue as of September 30, 2020 and December 31, 2019. Any agreements with customers that could impact revenue such as rebates or promotions are recognized in the period of agreement.
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Amended and Restated Certificate of Incorporation | On July 25, 2019, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company which increased the number of authorized common shares from 25,000,000 to 40,000,000.
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Recently Issued Accounting Standards | In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, "Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments." ASU 2016-13 requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, which includes the Company’s accounts receivable. This ASU is effective for the Company for reporting periods beginning after December 15, 2022. The Company is currently assessing the potential impact that the adoption of this ASU will have on its condensed consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which is intended to improve consistent application and simplify the accounting for income taxes. This ASU removes certain exceptions to the general principals in Topic 740 and clarifies and amends existing guidance. This standard is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the potential impact that the adoption of this ASU and does not expect the adoption of this new standard will have a material impact on its condensed consolidated financial statements.
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1. Summary of Significant Accounting Policies (Tables) |
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Sep. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclassification of accounts receivable allowances to accrued other expenses | Accounts receivable, net:
Accrued expenses:
------------------------------------------------------------------------------------------------------------------------------------------------------------ * A related inventory contract asset stemming from the sales return reserve of $468 thousand and $376 thousand is included within inventories on the accompanying condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019, respectively.
|
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Disaggregation of revenue | Disaggregated revenue by distribution channel for three and nine months ended:
Disaggregated revenue by product for three and nine months ended:
|
2. Liquidity (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Liquidity | |||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted cash |
------------------------------------------------------------------------------------------------------------------------------------------------------------ * Although the letter of credit dated July 9, 2019 expired on July 8, 2020, the restricted cash committed under this letter of credit remains in effect until the Company finalizes an administrative application requesting the release of the cash.
|
3. Inventories (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Inventories |
|
4. Commitments and Contingencies (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum annual royalty payments | In connection with the Networking Product License Agreement, as amended, the Company has committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company is required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments as follows:
In connection with the 2020 License Agreement, the Company has committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company is required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments as follows:
|
5. Lease Obligations (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lease maturity |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental cash flow information related to operating leases |
|
1. Summary of Significant Accounting Policies (Details) - USD ($) |
Sep. 30, 2020 |
Dec. 31, 2019 |
||
---|---|---|---|---|
Accounting Policies [Abstract] | ||||
Gross accounts receivable | $ 6,751,050 | $ 4,346,810 | ||
Allowance for doubtful accounts | (173,603) | (276,234) | ||
Total accounts receivable, net | 6,577,447 | 4,070,576 | ||
Audit, legal, payroll | 273,190 | 256,966 | ||
Royalty costs | 2,056,714 | 1,125,000 | ||
Sales and use tax | 87,114 | 148,836 | ||
Sales allowances | [1] | 1,178,591 | 901,196 | |
Other | 420,057 | 234,473 | ||
Total accrued expenses | $ 4,015,666 | $ 2,666,471 | ||
|
1. Summary of Significant Accounting Policies (Details 1) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
|
Revenues | $ 12,027,457 | $ 10,874,149 | $ 34,255,817 | $ 27,042,961 |
Cable Modems & Gateways | ||||
Revenues | 11,399,705 | 10,004,675 | 31,762,498 | 24,291,501 |
Other | ||||
Revenues | 627,752 | 869,474 | 2,493,319 | 2,751,460 |
Retailers | ||||
Revenues | 9,797,021 | 10,479,310 | 29,093,066 | 25,152,291 |
Distributors | ||||
Revenues | 1,628,387 | 122,111 | 3,813,533 | 1,087,152 |
Other | ||||
Revenues | $ 602,049 | $ 272,728 | $ 1,349,218 | $ 803,518 |
2. Liquidity (Details) - USD ($) |
Sep. 30, 2020 |
Dec. 31, 2019 |
Sep. 30, 2019 |
||
---|---|---|---|---|---|
Restricted cash | $ 800,000 | $ 150,000 | $ 150,000 | ||
Letter of Credit 1 | |||||
Restricted cash | [1] | 150,000 | 150,000 | ||
Letter of Credit 2 | |||||
Restricted cash | 400,000 | 0 | |||
Letter of Credit 3 | |||||
Restricted cash | $ 250,000 | $ 0 | |||
|
2. Liquidity (Details Narrative) - USD ($) |
Sep. 30, 2020 |
Dec. 31, 2019 |
Sep. 30, 2019 |
Dec. 31, 2018 |
---|---|---|---|---|
Liquidity | ||||
Cash, cash equivalents, and restricted cash | $ 4,813,690 | $ 1,366,893 | $ 2,279,820 | $ 125,982 |
Restricted cash | 800,000 | $ 150,000 | $ 150,000 | |
Line of credit | 0 | |||
Note | 583,300 | |||
Working capital | $ 6,300,000 |
3. Inventories (Details) - USD ($) |
Sep. 30, 2020 |
Dec. 31, 2019 |
---|---|---|
Inventory Disclosure [Abstract] | ||
Materials | $ 2,228,272 | $ 911,054 |
Work in process | 0 | 10,284 |
Finished goods | 7,465,054 | 6,519,012 |
Total inventories | $ 9,693,326 | $ 7,440,350 |
3. Inventories (Details Narrative) - USD ($) |
Sep. 30, 2020 |
Dec. 31, 2019 |
---|---|---|
Inventory Disclosure [Abstract] | ||
Finished goods held by customer | $ 700,000 | $ 1,800,000 |
4. Commitments and Contingencies (Details) |
Sep. 30, 2020
USD ($)
|
---|---|
Networking Product License Agreement | |
Future royalty payments for the year ending December 31, | |
2020 (remaining) | $ 1,275,000 |
2021 | 4,300,000 |
2022 | 4,300,000 |
2023 | 4,300,000 |
2024 | 4,300,000 |
2025 | 4,300,000 |
2020 License Agreement | |
Future royalty payments for the year ending December 31, | |
2021 | 2,050,000 |
2022 | 2,300,000 |
2023 | 2,550,000 |
2024 | 2,800,000 |
2025 | $ 2,800,000 |
4. Commitments and Contingencies (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
|
Commitments and Contingencies Disclosure [Abstract] | ||||
Royalty expense | $ 12,750,000 | $ 1,125,000 | $ 3,825,000 | $ 3,375,000 |
5. Lease Obligations (Details) - USD ($) |
Sep. 30, 2020 |
Dec. 31, 2019 |
---|---|---|
Leases [Abstract] | ||
2020 (remaining) | $ 39,429 | |
2021 | 53,365 | |
2022 | 22,794 | |
Total undiscounted operating lease payments | 115,588 | |
Less: imputed interest | (8,111) | |
Present value of operating lease liabilities | 107,477 | |
Current maturities of operating lease liabilities | 72,739 | $ 102,716 |
Operating lease liabilities, less current maturities | 34,738 | $ 0 |
Total operating lease liabilities | $ 107,477 | |
Weighted-average remaining lease term for operating leases | 1 year 3 months 18 days | |
Weighted-average discount rate for operating leases | 10.00% |
5. Lease Obligations (Details 1) - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2020 |
Sep. 30, 2019 |
|
Leases [Abstract] | ||
Amounts included in measurement of lease liabilities | $ 96,832 | $ 297,790 |
Right-of-use assets obtained in exchange for lease obligations | $ 96,199 | $ 395,565 |
5. Lease Obligations (Details Narrative) - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2020 |
Sep. 30, 2019 |
|
Leases [Abstract] | ||
Right-of-use assets obtained in exchange for lease obligations | $ 96,199 | $ 395,565 |
Amortization of right of use asset | $ 91,572 |
6. Customer and Vendor Concentrations (Details Narrative) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
|
Three Companies | Net Sales | ||||
Percent concentration | 85.00% | 88.00% | ||
Three Companies | Accounts Receivable | ||||
Percent concentration | 91.00% | 86.00% | ||
Two Companies | Net Sales | ||||
Percent concentration | 86.00% | 83.00% | ||
One Supplier | Inventory | ||||
Percent concentration | 94.00% | 95.00% | 95.00% | |
Two Suppliers | Inventory | ||||
Percent concentration | 99.00% |
7. Credit Lines (Details Narrative) |
Sep. 30, 2020
USD ($)
|
---|---|
Line of Credit Facility [Abstract] | |
Net worth | $ 650,000 |
Working capital | 6,300,000 |
Line of credit | $ 0 |
8. Loss Per Share (Details Narrative) - $ / shares |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
|
Net loss per share: | ||||
Basic and diluted loss per share | $ (0.01) | $ (0.01) | $ (0.12) | $ (0.11) |
Anti-dilutive securities | 306,532 | 496,319 | 306,532 | 496,319 |
Label | Element | Value |
---|---|---|
Cash Equivalents, at Carrying Value | us-gaap_CashEquivalentsAtCarryingValue | $ 4,013,690 |
Cash Equivalents, at Carrying Value | us-gaap_CashEquivalentsAtCarryingValue | $ 2,129,820 |
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