UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
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Item 7.01 Regulation FD Disclosure
Beginning on June 14, 2023, ClearOne, Inc. (the “Company”) will participate in investor meetings and the Emerging Growth Conference during which members of the Company’s management will make presentations to investors. A copy of the Company’s investor presentation is furnished herewith as Exhibit 99.1.
Limitation of Incorporation by Reference
In accordance with General Instruction B.2. of Form 8-K, this information, including Exhibit 99.1 furnished herewith, is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. The information in this Item 7.01 of this Current Report on Form 8-K (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Cautionary Statements
This Current Report on Form 8-K, including the exhibits furnished herewith, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “project,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue” or comparable terminology. Forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of various factors, including those listed in Exhibit 99.1 on pages 2 and 3 and incorporated by reference herein. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by U.S. federal securities laws, we do not intend to update any of the forward-looking statements to reflect circumstances or events that occur after the statements are made or to conform the statements to actual results. The information contained in this Current Report on Form 8-K, including the exhibit filed herewith, should be viewed in conjunction with the consolidated financial statements and notes thereto appearing in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
In connection with the foregoing, the Company hereby furnishes the following documents:
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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 hereunto duly authorized.
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CLEARONE, INC. |
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Date: June 14, 2023 |
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/s/ Narsi Narayanan |
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Narsi Narayanan |
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Chief Financial Officer (Principal Accounting and Principal Financial Officer) |
Safe-HarborStatement–1of2 Thispresentationincludes“forward-lookingstatements”withinthemeaningofSection27AoftheSecuritiesActof1933,asamended,andSection21EoftheSecuritiesExchangeActof1934,asamended(the“ExchangeAct”).Allstatementsinthisreport,otherthanstatementsofhistoricalfact,areforward-lookingstatementsforpurposesoftheseprovisions,includinganyprojectionsofearnings,revenuesorotherfinancialitems,anystatementsoftheplansandobjectivesofmanagementforfutureoperations,anystatementsconcerningproposednewproductsorservices,anystatementsregardingfutureeconomicconditionsorperformance,andanystatementsofassumptionsunderlyinganyoftheforegoing.Allforward-lookingstatementsincludedinthisreportaremadeasofthedatehereofandarebasedoninformationavailabletousasofsuchdate.Weassumenoobligationtoupdateanyforward-lookingstatement.Insomecases,forward-lookingstatementscanbeidentifiedbytheuseofterminologysuchas“may,”“will,”“expects,”“plans,”“anticipates,”“intends,”“believes,”“estimates,”“potential,”or“continue,”orthenegativethereoforothercomparableterminology.Althoughwebelievethattheexpectationsreflectedintheforward-lookingstatementscontainedhereinarebaseduponreasonableassumptionsatthetimemade,therecanbenoassurancethatanysuchexpectationsoranyforward-lookingstatementwillprovetobecorrect.Ouractualresultswillvary,andmayvarymaterially,fromthoseprojectedorassumedintheforward-lookingstatements.Futurefinancialconditionandresultsofoperations,aswellasanyforward-lookingstatements,aresubjecttoinherentrisksanduncertainties,manyofwhichwecannotpredictwithaccuracyandsomeofwhichwemightnotanticipate,including,withoutlimitation,productrecallsandproductliabilityclaims;infringementofourtechnologyorassertionthatourtechnologyinfringestherightsofotherparties;terminationofsupplierrelationships,orfailureofsupplierstoperform;inabilitytosuccessfullymanagegrowth;delaysinobtainingregulatoryapprovalsorthefailuretomaintainsuchapprovals;concentrationofourrevenueamongafewcustomers,productsorprocedures;developmentofnewproductsandtechnologythatcouldrenderourproductsobsolete;marketacceptanceofnewproducts;introductionofproductsinatimelyfashion;priceandproductcompetition,availabilityoflaborandmaterials,costincreases,andfluctuationsinandobsolescenceofinventory;volatilityofthemarketpriceofourcommonstock;foreigncurrencyfluctuations;changesinkeypersonnel;workstoppageortransportationrisks;integrationofbusinessacquisitions;andotherfactorsreferredtoinourreportsfiledwiththeSEC,includingourAnnualReportonForm10-KfortheyearendedDecember31,2022andourQuarterlyReportsonForm10-QforthethreemonthsendedMarch31,2023.Allsubsequentforward-lookingstatementsattributabletousorpersonsactingonourbehalfareexpresslyqualifiedintheirentiretybythesecautionarystatements.AdditionalfactorsthatmayhaveadirectbearingonouroperatingresultsarediscussedinPartI,Item1A“RiskFactors”inourAnnualReportonForm10-KfortheyearendedDecember31,2022.
Safe-HarborStatement–2of2 This communication is not an offer to sell or a solicitation of offers to purchase any securities. This communication has not been approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC") or the securities regulatory authority of any state, nor has the SEC or any security regulatory authority of any statement passed upon the accuracy or adequacy of statements in this communication. Any representation to the contrary is a criminal offense. Certain information concerning economic or market trends and performance may be based on or derived from publicly available information provided by third parties and other industry sources. While the Company believes this third-party information to be reliable, the Company cannot guarantee the accuracy of such information nor has the Company independently verified the assumptions upon which such information is based.
Broad Portfolio of A/V Conferencing and Collaboration Solutions ClearOne provides a complete suite of pro audio and video conferencing products and collaboration solutions for traditional offices and home offices.
Distinguished by Quality and Innovation • Our products’ high audio quality and superior audio-visual streaming performance serve as key competitive advantages, driven by proprietary, highly advanced audio signal processing and networking technologies • We believe the following principal factors drive our sales:Quality, features, functionality, and ease of use Broad and deep global channel partnerships Brand name recognition and acceptance Effective sales and marketing Quality of sales and technical support services Track record of installations for diverse vertical markets globally
Our advantages against larger competitors • Proprietary technology with 80+ patents. • Pioneer in the installed audio conferencing market and a trend-setter with new inventions. • Four decades of experience – one of the oldest in the industry. • Strong brand recognition in the Pro AV channel.• Led by people who understand both the art and the science of sound. Nasdaq: CLRO
Addressable Market Opportunity For ClearOne
Innovation Enables a Superior Meeting Experience With over 80 patents and patents pending, ClearOne’s innovative collaboration technology plays a pivotal role in achieving business productivity and operational goals at the office and at home.
Spans Across Organizations and Workspaces Complete suite of advanced audio and video conferencing solutions for high-performance professionals across multiple industries and verticals for WFO and WFH.
Sample of Our Blue-Chip Customers
Audio Conferencing and Voice Lift
New Audio Products The BMA 360D with Dante® audio is a microphone array ceiling tile that incorporates the world’s most advanced technology and works with any Dante-enabled DSP mixer. Choose any DSP mixer that has Dante audio and the BMA 360D pairs perfectly and delivers unrivaled audio performance. • Launched in June 2023. Scheduled to start shipping in Q3 2023. BMA 360D The ClearOne DIALOG UVHF is a highly flexible wireless microphone system that delivers incredibly robust reception and more available spectrum on-demand than any other product in its class. • Launched in June 2023. Scheduled to start shipping in Q3 2023
Video Nasdaq: CLRO
New Video Products • 120-degree field of view • Electronic Pan-Tilt-Zoom • AI-based smart face or voice tracking UNITE 60 4K Camera Unite 260 Pro Camera Nasdaq: CLRO UNITE 160 4K Camera • Mechanical Pan-Tilt-Zoom • 12x optical zoom • AI-based auto framing and smart face tracking • Mechanical Pan-Tilt-Zoom • 20x optical zoom • AI-based auto framing and smart face tracking Versa UCS 2100 • Versa UCS2100 is a collaboration switcher kit designed for modern hybrid, flexible UC (Unified Communication) meeting spaces. • Automatically detects HDMI and USB-C sources, such as dedicated in-room PC and BYOM laptop and offers the flexibility for users to access the same set of in-room AV peripherals, such as cameras and audio devices.
Channel Sales Model Consultants Pro AV VARS IT VARS End Customers AV Distributors IT Distributors Nasdaq: CLRO
Financial Summary – Revenue ($ in 000s, except margin amounts) 0% 10% 20% 30% 40% 50% $ $3,000 $6,000 $9,000 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Quarterly Revenue and Gross Margin Revenue Gross Margin • Revenue performance expected to improve in 2H23 as the Company works to mitigate recent pressures from litigation impacts and manufacturing volume constraints • Growing revenue backlog reflects continued demand, particularly for our core audio conferencing products Nasdaq: CLRO 0% 10% 20% 30% 40% 50% $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 FY19 FY20 FY21 FY22 TTM @ Q1'23 Annual Revenue and Gross Margin
Revenue History ($ in 000s, except margin amounts) Growth phase Nasdaq: CLRO $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 $40,000 $45,000 $50,000 $55,000 $60,000 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Litigation
Near-Term Revenue Growth Drivers Annual Revenue Goal -$40 million • Resolve manufacturing issues with contract manufacturer. (Expected mid Q3 2023) • Start shipping beamforming microphone solutions (Dante) to interoperate with most DSPs in the market. This is expected to increase available market 4x. (Expected mid Q3 2023) • Start shipping an integrated professional microphone solution with lower cost, improved ease-of-installation and improved ease of use. (Expected early Q4 2023) • New generation of wireless microphones (Expected 2024 Q1). • Start shipping Bluetooth group USB speakerphone to increase market share (Expected early Q3 2023) • New professional cameras introduced. (Q1 2023) • Increase investments in marketing.
Mid-Term Revenue Growth Drivers Annual Revenue Goal -$60 million • New generation of DSPs. • Solutions tailor-made for remote workforce. • Introduce sound reinforcement and audio distribution technologies leveraging and augmenting ClearOne’s existing technology. • Additional AI-based audio and video processing enhancements.
Long-Term Revenue Growth Drivers Annual Revenue Goal -$100 million • System-level AI integration enabling video and audio components to work together to provide the best camera angles and best audio. • Cloud-based DSP. • Specialized solutions incorporating ClearOne cloud-based audio, video, storage, and messaging technology. • Enterprise video streaming solutions.
Balance Sheet ($ in 000s, except margin amounts) • May 31, 2023 - $29.0 million special dividend paid. • Current cash on hand - $20.0 million (approx.) Nasdaq: CLRO Mar 31, 2023 Dec 31, 2022 Assets Cash on hand 59,006 984 $55 million settlement received. Accounts receivable 3,541 58,603 Inventories (Current and Long Term) 11,280 11,668 Prepaid exp & other assets 3,747 8,994 $4.5 million bond with court refunded. Intangibles 1,995 2,071 PP&E, net 356 383 Total Assets 79,925 82,703 Liabilities Accounts payable 1,820 1,284 Accrued expenses and taxes 1,850 2,400 Debt 1,556 3,732 $2 million bridge loan refunded. Other liabilities 1,151 1,157 Total Liabilities 6,377 8,573 Equity: Common stock and APIC 74,957 74,934 Accumulated Deficit including OCI (1,631) (804) Total Equity 73,326 74,130 Total Liabilities & Equity 79,703 82,703
Corporate Focus Innovation 6 new products introduced in the last 12 months 84 issued patents with additional applications pending Cost Savings Non-GAAP OPEX reduced by 24% YoY (2022 vs 2021) Manufacturing Transition and Ramp Transitioned most manufacturing from China to Singapore to facilitate sales to the US government and avoid China import tariffs. Next step is to ramp production volumes
Investment Rationale • ClearOne’s strong balance sheet, especially our cash position after paying the special dividend, provides us the necessary ramp to launch new products, build strong teams, and compete effectively in the market. • ClearOne has strong underlying assets including intellectual property, solutions, and sales channel • Our growth strategy provides a strong motivation for investment now. Nasdaq: CLRO
Appendices
Settlement of IP Litigation • On December 9, 2022, we entered into a confidential settlement and license agreement with Shure. • Under the terms of this agreement, both parties dismissed with prejudice all the litigations between the parties and released all claims against each other in connection with the litigations. • The parties also agreed to cross-license certain patents to each other and certain covenants not to sue. • We received a one-time settlement payment of $55 million in January2023.
ClearOne Executive Team – Bios Derek Graham, CEO Joined ClearOne in July 2003. Promoted through the R&D organization. Inventor on 13 patents. Earned a BS in EE, with highest honors, and a Master’s Degree in EE from the Georgia Institute of Technology. Named Interim CEO in May 2022 and permanent CEO in January 2023. Narsi Narayanan, CFO Joined ClearOne in July 2009. He has over three decades of professional experience in the areas of accounting, finance and taxes. He is a Certified Public Accountant with master’s degrees in accounting (University of Utah) and business administration (University of Illinois). Jared Paget, VP Operations Joined ClearOne in March 2023. With a career spanning over 20 years, he has experience across various industries, focusing on technology and operational improvement. Jared holds a master’s degree in international business from Georgia State University.
ClearOne Executive Team – Bios Jim Mergens, VP Sales - Americas Joined C1 August 2023. Promoted through the Sales organization. Inducted into the inaugural InfoComm 100 industries most influential individuals. He holds a CTS & multiple industry certifications. 43 years of industry experience. Grifiths Zacharia, AVP Sales – EMEA, India, Oceania Joined ClearOne in 2011. He has two decades of professional experience in the Pro AV industry with a background in Electronics and Avionics engineering from Kerala University, India. Listed in 40 under 40 with Inavate EMEA Class of 2022 and APAC Class of 2021 as a regional influential leader. David Wang, CTS-D, VP Sales, APAC Joined ClearOne in April 2004. In charge of ClearOne APAC sales since 2008. Earned a Ph.D. in Materials from Pennsylvania State University and a Master of Business Administration Degree from University of Rochester. David Lambert, VP Audio Technologies Joined ClearOne in 1986. Years of experience working in Research and Development creating algorithms and developing products. Inventor on 33 patents. Earned a BS in EE from the University of Utah. Nasdaq: CLRO
Financial summary – Income statement summary ($ in 000, except per share) 2023-Q12022-Q42022-Q32022-Q2Last 4 Qtrs2022-Q12021-Q42021-Q32021-Q2Qtrs 5 to 8Change%GAAPRevenue4,178 4,021 6,264 7,375 21,838 7,545 7,202 6,992 7,735 29,474 (26) COGS2,863 2,757 3,694 4,568 13,882 4,729 4,564 4,141 4,311 17,745 22 Gross Profit1,315 1,264 2,570 2,807 7,956 2,816 2,638 2,851 3,424 11,729 (32) S&M1,192 1,244 1,151 1,562 5,149 1,560 1,716 1,692 1,755 6,723 23 R&D1,043 984 876 1,177 4,080 1,353 1,541 1,492 1,487 5,873 31 G&A1,269 1,626 1,673 1,717 6,285 1,756 1,857 1,676 1,668 6,957 10 Operating expenses3,504 3,854 3,700 4,456 15,514 4,669 5,114 4,860 4,910 19,553 21 Operating loss(2,189) (2,590) (1,130) (1,649) (7,558) (1,853) (2,476) (2,009) (1,486) (7,824) 3 Net (Income)/Loss(832) 24,028 (1,248) (257) 21,691 (1,967) (2,284) (2,169) (1,586) (8,006) 371 Diluted Shares Qtr23,955,767 24,947,851 23,952,555 23,948,631 24,201,201 23,897,305 22,403,408 19,449,283 18,775,817 21,131,453 (15) Diluted EPS(0.03)$ 0.97$ (0.05)$ (0.01)$ 0.90$ (0.08)$ (0.10)$ (0.11)$ (0.08)$ (0.38)$ 337 GP%31%31%41%38%36.4%37%37%41%44%39.8%Non-GAAPNon-GAAP operating expenses3,365 3,358 2,992 3,746 13,461 3,966 4,429 4,244 4,336 16,975 21 Non-GAAP operating loss(2,048) (2,092) (420) (937) (5,497) (1,148) (1,788) (1,391) (910) (5,237) (5) Non-GAAP net loss(2,041) (2,292) (538) (1,073) (5,944) (1,262) (1,596) (1,551) (1,009) (5,418) (10) Non-GAAP Adjusted EBITDA(1,678) (2,062) (360) (892) (4,992) (1,069) (1,678) (1,295) (802) (4,844) (3) Non-GAAP EPS(0.09)$ (0.09)$ (0.02)$ (0.04)$ (0.25)$ (0.05)$ (0.07)$ (0.08)$ (0.05)$ (0.26)$ 4
Thank You For Your Time
We
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