clro-20210630.htm
18,779,781 0.001 50000000 18,779,781 false CLEARONE INC 0000840715 clro --12-31 false true Non-accelerated Filer 2021 Q2 false true 506 18,779,781 UT DE false 2 0000840715 us-gaap:FairValueInputsLevel3Member 2021-06-30 0000840715 us-gaap:FairValueInputsLevel2Member 2021-06-30 0000840715 us-gaap:FairValueInputsLevel1Member 2021-06-30 0000840715 us-gaap:ConvertiblesAndBondsWithWarrantsAttachedMember 2021-04-01 2021-06-30 0000840715 us-gaap:ConvertibleNotesPayableMember 2021-06-30 0000840715 us-gaap:MeasurementInputExpectedDividendRateMember 2021-06-30 0000840715 us-gaap:MeasurementInputPriceVolatilityMember 2021-06-30 0000840715 us-gaap:MeasurementInputExpectedTermMember 2021-06-30 0000840715 us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-06-30 0000840715 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0000840715 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-04-01 2021-06-30 0000840715 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0000840715 us-gaap:RetainedEarningsMember 2021-06-30 0000840715 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-06-30 0000840715 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2021-06-30 0000840715 us-gaap:OtherIntangibleAssetsMember 2021-06-30 0000840715 clro:ProprietarySoftwareMember 2021-06-30 0000840715 clro:PatentsAndTechnologicalKnowHowMember 2021-06-30 0000840715 us-gaap:TradeNamesMember 2021-06-30 0000840715 us-gaap:USStatesAndPoliticalSubdivisionsMember 2021-06-30 0000840715 us-gaap:SubsequentEventMember us-gaap:MajorityShareholderMember us-gaap:CommonStockMember 2021-07-02 0000840715 us-gaap:FairValueInputsLevel3Member us-gaap:USStatesAndPoliticalSubdivisionsMember 2021-06-30 0000840715 us-gaap:CorporateDebtSecuritiesMember 2021-06-30 0000840715 us-gaap:FairValueInputsLevel2Member us-gaap:USStatesAndPoliticalSubdivisionsMember 2021-06-30 0000840715 us-gaap:FairValueInputsLevel1Member us-gaap:USStatesAndPoliticalSubdivisionsMember 2021-06-30 0000840715 us-gaap:FairValueInputsLevel3Member us-gaap:CorporateDebtSecuritiesMember 2021-06-30 0000840715 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember 2021-06-30 0000840715 clro:EuropeAndAfricaMember 2021-04-01 2021-06-30 0000840715 clro:AsiaMiddleEastAndAustraliaMember 2021-04-01 2021-06-30 0000840715 srt:AmericasMember 2021-04-01 2021-06-30 0000840715 clro:VideoProductsMember 2021-04-01 2021-06-30 0000840715 clro:MicrophonesMember 2021-04-01 2021-06-30 0000840715 clro:AudioConferencingMember 2021-04-01 2021-06-30 0000840715 clro:LitigationForIntellectualPropertyInfringementMember 2016-01-01 2021-06-30 0000840715 us-gaap:ConvertibleNotesPayableMember 2020-12-31 0000840715 2020-04-01 2020-06-30 0000840715 2021-01-01 2021-06-30 0000840715 us-gaap:RetainedEarningsMember 2021-03-31 0000840715 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-03-31 0000840715 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2021-03-31 0000840715 us-gaap:ConvertiblesAndBondsWithWarrantsAttachedMember 2020-01-01 2020-06-30 0000840715 us-gaap:RetainedEarningsMember 2019-12-31 0000840715 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000840715 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2019-12-31 0000840715 us-gaap:ConvertiblesAndBondsWithWarrantsAttachedMember 2020-04-01 2020-06-30 0000840715 us-gaap:LoansPayableMember 2020-04-18 0000840715 us-gaap:LoansPayableMember 2020-04-18 2020-04-18 0000840715 us-gaap:FairValueInputsLevel1Member us-gaap:CorporateDebtSecuritiesMember 2021-06-30 0000840715 stpr:UT srt:WarehouseMember 2021-06-30 0000840715 country:IN srt:OfficeBuildingMember 2021-06-30 0000840715 country:ES srt:OfficeBuildingMember 2021-06-30 0000840715 stpr:TX srt:OfficeBuildingMember 2021-06-30 0000840715 srt:OfficeBuildingMember stpr:UT 2021-06-30 0000840715 stpr:FL srt:IndustrialPropertyMember 2021-06-30 0000840715 2020-01-01 2020-06-30 0000840715 us-gaap:RetainedEarningsMember 2020-04-01 2020-06-30 0000840715 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-04-01 2020-06-30 0000840715 us-gaap:RetainedEarningsMember 2020-03-31 0000840715 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-03-31 0000840715 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2020-04-01 2020-06-30 0000840715 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2020-03-31 0000840715 clro:EuropeAndAfricaMember 2020-04-01 2020-06-30 0000840715 clro:AsiaMiddleEastAndAustraliaMember 2020-04-01 2020-06-30 0000840715 srt:AmericasMember 2020-04-01 2020-06-30 0000840715 clro:VideoProductsMember 2020-04-01 2020-06-30 0000840715 clro:MicrophonesMember 2020-04-01 2020-06-30 0000840715 clro:AudioConferencingMember 2020-04-01 2020-06-30 0000840715 clro:AudioConferencingMember 2020-01-01 2020-06-30 0000840715 clro:MicrophonesMember 2020-01-01 2020-06-30 0000840715 clro:VideoProductsMember 2020-01-01 2020-06-30 0000840715 srt:AmericasMember 2020-01-01 2020-06-30 0000840715 clro:AsiaMiddleEastAndAustraliaMember 2020-01-01 2020-06-30 0000840715 clro:EuropeAndAfricaMember 2020-01-01 2020-06-30 0000840715 clro:PatentsAndTechnologicalKnowHowMember srt:MaximumMember 2021-01-01 2021-06-30 0000840715 clro:PatentsAndTechnologicalKnowHowMember srt:MinimumMember 2021-01-01 2021-06-30 0000840715 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2020-01-01 2020-06-30 0000840715 srt:MinimumMember us-gaap:TradeNamesMember 2021-01-01 2021-06-30 0000840715 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-06-30 0000840715 srt:MaximumMember us-gaap:TradeNamesMember 2021-01-01 2021-06-30 0000840715 srt:MinimumMember clro:ProprietarySoftwareMember 2021-01-01 2021-06-30 0000840715 us-gaap:RetainedEarningsMember 2020-01-01 2020-06-30 0000840715 clro:AudioConferencingMember 2021-01-01 2021-06-30 0000840715 clro:MicrophonesMember 2021-01-01 2021-06-30 0000840715 clro:VideoProductsMember 2021-01-01 2021-06-30 0000840715 srt:AmericasMember 2021-01-01 2021-06-30 0000840715 clro:AsiaMiddleEastAndAustraliaMember 2021-01-01 2021-06-30 0000840715 clro:EuropeAndAfricaMember 2021-01-01 2021-06-30 0000840715 2020-12-31 0000840715 us-gaap:CorporateDebtSecuritiesMember 2020-12-31 0000840715 us-gaap:USStatesAndPoliticalSubdivisionsMember 2020-12-31 0000840715 us-gaap:TradeNamesMember 2020-12-31 0000840715 clro:PatentsAndTechnologicalKnowHowMember 2020-12-31 0000840715 clro:ProprietarySoftwareMember 2020-12-31 0000840715 us-gaap:OtherIntangibleAssetsMember 2020-12-31 0000840715 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2021-01-01 2021-06-30 0000840715 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-01 2021-06-30 0000840715 us-gaap:RetainedEarningsMember 2021-01-01 2021-06-30 0000840715 srt:MaximumMember clro:ProprietarySoftwareMember 2021-01-01 2021-06-30 0000840715 srt:MinimumMember us-gaap:OtherIntangibleAssetsMember 2021-01-01 2021-06-30 0000840715 srt:MaximumMember us-gaap:OtherIntangibleAssetsMember 2021-01-01 2021-06-30 0000840715 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2020-12-31 0000840715 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0000840715 us-gaap:RetainedEarningsMember 2020-12-31 0000840715 us-gaap:FairValueInputsLevel1Member us-gaap:CorporateDebtSecuritiesMember 2020-12-31 0000840715 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember 2020-12-31 0000840715 us-gaap:FairValueInputsLevel3Member us-gaap:CorporateDebtSecuritiesMember 2020-12-31 0000840715 us-gaap:FairValueInputsLevel1Member us-gaap:USStatesAndPoliticalSubdivisionsMember 2020-12-31 0000840715 us-gaap:FairValueInputsLevel2Member us-gaap:USStatesAndPoliticalSubdivisionsMember 2020-12-31 0000840715 us-gaap:FairValueInputsLevel3Member us-gaap:USStatesAndPoliticalSubdivisionsMember 2020-12-31 0000840715 us-gaap:FairValueInputsLevel1Member 2020-12-31 0000840715 us-gaap:FairValueInputsLevel2Member 2020-12-31 0000840715 us-gaap:FairValueInputsLevel3Member 2020-12-31 0000840715 2019-12-31 0000840715 us-gaap:ConvertiblesAndBondsWithWarrantsAttachedMember 2019-12-17 2019-12-17 0000840715 2021-06-30 0000840715 2021-04-01 2021-06-30 0000840715 us-gaap:ConvertibleDebtMember 2019-12-17 2019-12-17 0000840715 us-gaap:ConvertiblesAndBondsWithWarrantsAttachedMember 2021-01-01 2021-06-30 0000840715 us-gaap:ConvertiblesAndBondsWithWarrantsAttachedMember us-gaap:CommonStockMember 2019-12-17 0000840715 us-gaap:CommonStockMember us-gaap:BeneficialOwnerMember 2019-12-17 2019-12-17 0000840715 us-gaap:ConvertibleDebtMember srt:MaximumMember 2019-12-17 2019-12-17 0000840715 2020-06-30 0000840715 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2020-06-30 0000840715 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-06-30 0000840715 us-gaap:RetainedEarningsMember 2020-06-30 0000840715 us-gaap:ConvertibleDebtMember us-gaap:CommonStockMember 2019-12-17 0000840715 us-gaap:ConvertibleDebtMember us-gaap:CommonStockMember 2019-12-17 2019-12-17 0000840715 us-gaap:ConvertibleDebtMember us-gaap:CommonStockMember srt:MaximumMember 2019-12-17 2019-12-17 0000840715 us-gaap:WarrantMember us-gaap:CommonStockMember 2019-12-17 0000840715 2021-08-10 0000840715 us-gaap:SubsequentEventMember us-gaap:BridgeLoanMember us-gaap:NotesPayableOtherPayablesMember us-gaap:MajorityShareholderMember 2021-07-02 xbrli:shares xbrli:pure utr:D utr:sqft iso4217:USD iso4217:USD xbrli:shares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended June 30, 2021

 

 

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

 

For the transition period _______ to _______

 

Commission file number:001-33660

CLEARONE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

87-0398877

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. employer identification number)

 

 

 

5225 Wiley Post Way, Suite 500, Salt Lake City, Utah

 

84116

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (801) 975-7200

 

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

 

Title of each class

  

Trading Symbol(s)

  

Name of each exchange on which registered

Common Stock, $0.001

 

CLRO

 

The NASDAQ Capital Market

 

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

 

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

 

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

 

Larger Accelerated Filer

Accelerated Filer  

Non-Accelerated Filer

Smaller Reporting Company

 

Emerging Growth Company  

 

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

 

The number of shares of ClearOne common stock outstanding as of August 10, 2021 was 18,779,781


 

CLEARONE, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2021

 

INDEX




PART I - FINANCIAL INFORMATION



Item 1. Financial Statements 2




Unaudited Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 2




Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2021 and 2020 3




Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 4




Unaudited Notes to Condensed Consolidated Financial Statements 6



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17



Item 3. Quantitative and Qualitative Disclosures About Market Risk 23



Item 4. Controls and Procedures 23




PART II - OTHER INFORMATION



Item 1. Legal Proceedings 24



Item 1A. Risk Factors 24



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24



Item 3. Defaults Upon Senior Securities 24



Item 4. Mine Safety Disclosures 24



Item 5. Other Information 24



Item 6. Exhibits 25

 

 

 

 

 

CLEARONE, INC

(Dollars in thousands, except par value)

 

 

 

June 30, 2021

 

 

December 31, 2020

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,088

 

 

$

3,803

 

Marketable securities

 

 

969

 

 

 

1,117

 

Receivables, net of allowance for doubtful accounts of $506

 

 

5,305

 

 

 

5,194

 

Inventories, net

 

 

9,203

 

 

 

10,463

 

Income tax receivable

7,220


7,169

Prepaid expenses and other assets

 

 

1,273

 

 

 

1,536

 

Total current assets

 

 

26,058

 

 

 

29,282

 

Long-term marketable securities

 

 

1,028

 

 

 

1,762

 

Long-term inventories, net

 

 

3,979

 

 

 

4,590

 

Property and equipment, net

 

 

753

 

 

 

906

 

Operating lease - right of use assets, net

 

 

1,645

 

 

 

1,936

 

Intangibles, net

 

 

21,547

 

 

 

19,248

 

Other assets

 

 

4,600

 

 

 

4,599

 

Total assets

 

$

59,610

 

 

$

62,323

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

4,046

 

 

$

3,950

 

Accrued liabilities

 

 

3,162

 

 

 

2,352

 

Deferred product revenue

 

 

56

 

 

 

123

 

Short-term debt

1,227


672

Total current liabilities

 

 

8,491

 

 

 

7,097

 

Long-term debt, net

 

 

2,609

 

 

 

3,245

 

Operating lease liability, net of current

 

 

1,214

 

 

 

1,489

 

Other long-term liabilities

 

 

678

 

 

 

678

 

Total liabilities

 

 

12,992

 

 

 

12,509

 

 

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

 

Common stock, par value $0.001, 50,000,000 shares authorized, 18,779,781 shares issued and outstanding

 

 

19

 

 

 

19

 

Additional paid-in capital

 

 

63,431

 

 

 

63,359

 

Accumulated other comprehensive loss

 

 

(213

)

 

 

(186

)

Accumulated deficit

 

 

(16,619

)

 

 

(13,378

)

Total shareholders' equity

 

 

46,618

 

 

 

49,814

 

Total liabilities and shareholders' equity

 

$

59,610

 

 

$

62,323

 

 

See accompanying notes

 

 

CLEARONE, INC.

COMPREHENSIVE LOSS

(Dollars in thousands, except per share amounts)

 

 

 

Three months ended June 30,

 


Six months ended June 30,


 

 

2021

 

 

2020

 


2021

2020

Revenue

 

$

7,735

 

 

$

6,357

 


$ 14,773

$ 12,091

Cost of goods sold 

 

 

4,311

 

 

 

3,739

 



8,346


6,635

Gross profit

 

 

3,424

 

 

 

2,618

 



6,427


5,456

 

 

 

 

 

 

 

 

 









Operating expenses:

 

 

 

 

 

 

 

 









Sales and marketing

 

 

1,755

 

 

 

1,457

 



3,328


3,196

Research and product development

 

 

1,487

 

 

 

1,474

 



2,761


2,818

General and administrative

 

 

1,668

 

 

 

1,526

 



3,348


3,032

Total operating expenses

 

 

4,910

 

 

 

4,457

 



9,437


9,046

 

 

 

 

 

 

 

 

 









Operating loss

 

 

(1,486

)

 

 

(1,839

)



(3,010 )

(3,590 )

 

 

 

 

 

 

 

 

 









Interest expense

(107 )

(109 )

(219 )

(217 )

Other income (expense), net

 

 

15

 

 

16

 



10


51

 

 

 

 

 

 

 

 

 









Loss before income taxes

 

 

(1,578

)

 

 

(1,932

)

(3,219 )

(3,756 )

 

 

 

 

 

 

 

 

 









Provision for income taxes

 

 

8

 

 

 

5

 



22


28

 

 

 

 

 

 

 

 

 









Net loss

 

$

(1,586

)

 

$

(1,937

)
$ (3,241 )
$ (3,784 )

 

 

 

 

 

 

 

 

 









Basic weighted average shares outstanding

 

 

18,775,817

 

 

 

16,650,774

 



18,775,795


16,650,750

Diluted weighted average shares outstanding

 

 

18,775,817

 

 

 

16,650,774

 



18,775,795


16,650,750

 

 

 

 

 

 

 

 

 









Basic loss per share

 

$

(0.08

)

 

$

(0.12

)
$ (0.17 )
$ (0.23 )

Diluted loss per share

 

$

(0.08

)

 

$

(0.12

)


$ (0.17 )
$ (0.23 )

 

 

 

 

 

 

 

 

 









 

 

 

 

 

 

 

 

 









Comprehensive loss:

 

 

 

 

 

 

 

 









Net loss

 

$

(1,586

)

 

$

(1,937

)
$ (3,241 )
$ (3,784 )

Unrealized gain(loss) on available-for-sale securities, net of tax

 

 

(3

)

 

 

30



(5 )

7

Change in foreign currency translation adjustment

 

 

(10

)

 

 

(8

)

(22 )

(42 )

Comprehensive loss

 

$

(1,599

)

 

$

(1,915

)


$ (3,268 )
$ (3,819 )

 

See accompanying notes

 

 

CLEARONE, INC.

(Dollars in thousands, except per share amounts)

 

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(3,241

)

 

$

(3,784

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

1,330

 

 

 

1,082

 

Amortization of right-of-use assets

 

 

291

 

 

 

273

 

Stock-based compensation expense

 

 

65

 

 

 

54

 

Provision for doubtful accounts, net

 

 

 

 

 

31

 

Change of inventory to net realizable value

 

 

682

 

 

 

660

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Receivables

 

 

(111

)

 

 

(358

)

Inventories

 

 

1,189

 

 

 

2,331

 

Prepaid expenses and other assets

 

 

261

 

 

238

Accounts payable

 

 

96

 

 

302


Accrued liabilities

 

 

842

 

 

(443

)

Income taxes payable

 

 

(51

)

 

 

6

Deferred product revenue

 

 

(67

)

 

 

26

Operating lease liabilities

 

 

(301

)

 

 

(276

)
Other long-term liabilities



(29 )

Net cash provided by operating activities

 

 

985

 

 

113

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(25

)

 

 

(218

)

Purchase of intangibles

 

 

(147

)

 

 

(114

)

Capitalized patent defense costs

 

 

(3,206

)

 

 

(3,792

)

Proceeds from maturities and sales of marketable securities

 

 

1,394

 

 

 

2,482

 

Purchases of marketable securities

 

 

(517

)

 

 

(1,903

)

Net cash used in investing activities

 

 

(2,501

)

 

 

(3,545

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Net proceeds from Paycheck Protection Program loan




1,499

Net proceeds from equity-based compensation programs

 

 

7

 

 

 

6

 

Principal payments of long-term debt

(180 )


Net cash provided by (used in) financing activities

 

 

(173

)

 

 

1,505

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(26

)

 

 

(31

)

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents 

 

 

(1,715

)

 

 

(1,958

)

Cash and cash equivalents at the beginning of the period

 

 

3,803

 

 

 

4,064

 

Cash and cash equivalents at the end of the period 

 

$

2,088

 

 

$

2,106

 

  

See accompanying notes

 



 CLEARONE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands, except per share amounts)

 

The following is a summary of supplemental cash flow activities:

 

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

Cash paid for income taxes

 

$

74

 

 

$

12

 

Cash paid for interest 106 134

 

See accompanying notes

 

CLEARONE, INC.

(Unaudited - Dollars in thousands, except per share amounts)

  

1. Business Description, Basis of Presentation and Significant Accounting Policies

 

Business Description:

 

ClearOne, Inc., together with its subsidiaries (collectively, “ClearOne” or the “Company”), is a global market leader enabling conferencing, collaboration, and AV streaming solutions for voice and visual communications. The performance and simplicity of our advanced, comprehensive solutions offer unprecedented levels of functionality, reliability and scalability.

 

Basis of Presentation:

 

The fiscal year for ClearOne is the twelve months ending on December 31. The condensed consolidated financial statements include the accounts of ClearOne and its subsidiaries. All significant inter-company accounts and transactions have been eliminated.

 

These accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and are not audited. Certain information and footnote disclosures that are usually included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been either condensed or omitted in accordance with SEC rules and regulations. The accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of June 30, 2021 and December 31, 2020, the results of operations for the three and six months ended June 30, 2021 and 2020, and the cash flows for the six months ended June 30, 2021 and 2020. The results of operations for the three and six months ended June 30, 2021 and 2020 are not necessarily indicative of the results for a full-year period. These interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC.

 

Significant Accounting Policies:

 

The significant accounting policies were described in Note 1 to the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2020. There have been no changes to these policies during the six months ended June 30, 2021 that are of significance or potential significance to the Company.


Recent accounting pronouncements: The Company has determined that recently issued accounting standards will not have a material impact on its consolidated financial position, results of operations or cash flows.


Liquidity:

 

As of June 30, 2021, our cash and cash equivalents were approximately $2,088 compared to $3,803 as of December 31, 2020. Our working capital was $17,567 as of June 30, 2021. Net cash provided by operating activities was $985 for the six months ended June 30, 2021, an increase of $872 from $113 of cash provided by operating activities in the six months ended June 30, 2021.

 

We are currently pursuing all available legal remedies to defend our strategic patents from infringement. We have already spent approximately $23,559 from 2016 through June 30, 2021 towards this litigation and may be required to spend more to continue our legal defense. We believe the decision by the U.S. District Court in August 2019 granting our request for a preliminary injunction to prevent our competitor from manufacturing, marketing, and selling its competing ceiling microphone array in an infringing configuration is an incredibly valuable ruling for ClearOne and its business. We believe that the decision validates the strength and importance of ClearOne’s intellectual property rights, recognizes ClearOne’s innovations in this space, and stops our competitor from further infringing our Graham patent (U.S. Patent No. 9,813,806) pending a full trial. Although there can be no assurance of any outcome of a full trial, we believe this ruling will help pave the way for ClearOne’s recovery from the immense harm inflicted by our competitor's infringement of our valuable patents. For more information about our intellectual property litigation, See Note 8. Commitments and Contingencies - Legal Proceedings, in our annual report on Form 10-K for the year ended December 31, 2020 and Part II, Item 1. Legal Proceedings in this quarterly report.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - Dollars in thousands, except per share amounts)

  

We have been actively engaged in preserving cash by suspending our dividend program and allowing our share repurchase program to expire in 2018 and implementing company-wide cost reduction measures. We have also raised additional capital in 2019 by issuing senior convertible notes and in 2020 by borrowing through the CARES Act Paycheck Protection Program and issuing common stock and warrants. In addition, we expect to generate additional cash as our inventory levels are brought down to historical levels.


We also believe that the measures taken by us will yield higher revenues in the future. We believe, although there can be no assurance, that all of these measures and effective management of working capital will provide the liquidity needed to meet our operating needs through at least August 10, 2022. We also believe that our strong portfolio of intellectual property and our solid brand equity in the market will enable us to raise additional capital if and when needed to meet our short and long-term financing needs; however, there can be no assurance that, if needed, we will be successful in obtaining the necessary funds through equity or debt financing. If we need additional capital and are unable to secure financing, we may be required to further reduce expenses, delay product development and enhancement, or revise our strategy regarding ongoing litigation.

 

2. Revenue Information 

 

The following table disaggregates the Company’s revenue into primary product groups:

 

 

 

Three months ended June 30,

 


Six months ended June 30,


 

 

2021

 

 

2020

 


2021



2020


Audio conferencing

 

$

3,096

 

 

$

2,648

 


$ 5,931

$
5,435

Microphones

 

 

3,218

 

 

 

1,891

 



5,568


4,034

Video products

 

 

1,421

 

 

 

1,818

 



3,274


2,622

 

 

$

7,735

 

 

$

6,357

 


$ 14,773

$ 12,091

 

The following table disaggregates the Company’s revenue into major regions:


 

 

Three months ended June 30,

 


Six months ended June 30,


 

 

2021

 

 

2020

 


2021



2020


North and South America

 

$

3,640

 

 

$

4,003

 


$ 7,164

$ 7,355

Asia (including Middle East) and Australia

 

 

1,797

 

 

 

1,580

 



4,023


2,996

Europe and Africa

 

 

2,298

 

 

 

774

 



3,586


1,740

 

 

$

7,735

 

 

$

6,357

 


$ 14,773

$ 12,091


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - Dollars in thousands, except per share amounts)


3. Earnings (Loss) Per Share

 

Earnings (loss) per common share is computed based on the weighted-average number of common shares outstanding and, when appropriate, dilutive potential common stock outstanding during the period. Stock options are considered to be potential common stock. The computation of diluted earnings (loss) per share does not assume exercise or conversion of securities that would have an anti-dilutive effect. 

 

Basic earnings (loss) per common share is the amount of net earnings (loss) for the period available to each weighted-average share of common stock outstanding during the reporting period. Diluted earnings (loss) per common share is the amount of earnings (loss) for the period available to each weighted-average share of common stock outstanding during the reporting period and to each share of potential common stock outstanding during the period, unless inclusion of potential common stock would have an anti-dilutive effect.


The following table sets forth the computation of basic and diluted earnings (loss) per common share:

 

 

 

Three months ended June 30,

 


Six months ended June 30,


 

 

2021

 

 

2020

 


2021



2020


Numerator:

 

 

 

 

 

 

 

 









Net loss

 

$

(1,586

)

 

$

(1,937

)


$ (3,241 )
$ (3,784 )

Denominator:

 

 

 

 

 

 

 

 









Basic weighted average shares outstanding

 

 

18,775,817

 

 

 

16,650,774

 



18,775,795


16,650,750

Dilutive common stock equivalents using treasury stock method

 

 

 

 

 

 







Diluted weighted average shares outstanding

 

 

18,775,817

 

 

 

16,650,774

 



18,775,795


16,650,750

 

 

 

 

 

 

 

 

 









Basic loss per common share

 

$

(0.08

)

 

$

(0.12

)


$ (0.17 )
$ (0.23 )

Diluted loss per common share

 

$

(0.08

)

 

$

(0.12

)


$ (0.17 )
$ (0.23 )

 

 

 

 

 

 

 

 

 









Weighted average options, warrants and convertible portion of senior convertible notes outstanding

 

 

3,597,418

 

 

 

542,196

 



3,616,661


542,507

Anti-dilutive options, warrants and convertible portion of senior convertible notes not included in the computation

 

 

3,597,148

 

 

 

542,196

 



3,616,661


542,507

 


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - Dollars in thousands, except per share amounts)

 

4. Marketable Securities

 

The Company has classified its marketable securities as available-for-sale securities. These securities are carried at estimated fair value with unrealized holding gains and losses included in accumulated other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned.

 

The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value for available-for-sale securities by major security type and class of securities at June 30, 2021 and December 31, 2020 were as follows:

 

 

 

Amortized cost

 

 

Gross unrealized holding gains

 

 

Gross unrealized holding losses

 

 

Estimated fair value

 

June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds and notes

 

$

1,007

 

 

$

19

 

 

$

 

$

1,026

 

Municipal bonds

 

 

969

 

 

 

2

 

 

 

 

 

 

971

 

Total available-for-sale securities

 

$

1,976

 

 

$

21

 

 

$

 

$

1,997

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds and notes

 

$

1,312

 

 

$

26

 

 

$


 

$

1,338

 

Municipal bonds

 

 

1,536

 

 

 

5

 

 

 


 

 

1,541

 

Total available-for-sale securities

 

$

2,848

 

 

$

31

 

 

$


 

$

2,879

 

 

 Maturities of marketable securities classified as available-for-sale securities were as follows at June 30, 2021:

 

 

 

Amortized cost

 

 

Estimated fair value

 

Due within one year

 

$

959

 

 

$

969

 

Due after one year through five years

 

 

1,017

 

 

 

1,028

 

Due after five years

 

 

 

 

 

 

Total available-for-sale securities

 

$

1,976

 

 

$

1,997

 



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - Dollars in thousands, except per share amounts)

 

Debt securities in an unrealized loss position as of June 30, 2021 were not deemed impaired at acquisition and subsequent declines in fair value are not deemed attributed to declines in credit quality. Management believes that it is more likely than not that the securities will receive a full recovery of par value, although there can be no assurance that such recovery will occur.


There were no available-for-sale marketable securities with gross unrealized loss position.

  


5. Intangible Assets

 

Intangible assets as of June 30, 2021 and December 31, 2020 consisted of the following:

 

 

 

Estimated useful lives (years)

 

 

June 30, 2021

 

 

December 31, 2020

 

Tradename

 

 5

to

7

 

 

$

555

 

 

$

555

 

Patents and technological know-how

 

10

 to

20

 

 

 

28,780

 

 

 

25,427

 

Proprietary software

 

 3

to

15

 

 

 

2,981

 

 

 

2,981

 

Other

 

 3

to

5

 

 

 

323

 

 

 

323

 

Total intangible assets

 

 

 

 

 

 

 

32,639

 

 

 

29,286

 

Accumulated amortization

 

 

 

 

 

 

 

(11,092

)

 

 

(10,038

)

Total intangible assets, net

 

 

 

 

 

 

$

21,547

 

 

$

19,248

 

 

The amortization of intangible assets for the three months ended June 30, 2021 and 2020 was as follows: 

 

 

 

Three months ended June 30,

 


Six months ended June 30,


 

 

2021

 

 

2020

 


2021



2020


Amortization of intangible assets

 

$

543

 

 

$

406

 


$ 1,054

$ 774

 

The estimated future amortization expense of intangible assets is as follows:

 

Years ending December 31,

 

Amount

 

2021 (Remainder)

 

$

1,123

 

2022

 

 

2,246

 

2023

 

 

2,239

 

2024

 

 

1,975

 

2025

 

 

1,914

 

Thereafter

 

 

12,050

 

Total

 

 

21,547

 

 

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - Dollars in thousands, except per share amounts) 


6. Inventories

 

Inventories, net of reserves, as of June 30, 2021 and December 31, 2020 consisted of the following:

 

 

 

June 30, 2021

 

 

December 31, 2020

 

Current:

 

 

 

 

 

 

 

 

Raw materials

 

$

1,090

 

 

$

1,182

 

Finished goods

 

 

8,113

 

 

 

9,281

 

 

 

$

9,203

 

 

$

10,463

 

 

 

 

 

 

 

 

 

 

Long-term:

 

 

 

 

 

 

 

 

Raw materials

 

$

2,237

 

 

$

1,977

 

Finished goods

 

 

1,742

 

 

 

2,613

 

 

 

$

3,979

 

 

$

4,590

 

  

Long-term inventory represents inventory held in excess of our current (next 12 months) requirements based on our recent sales and forecasted level of sales. We expect to sell the above inventory, net of reserves, at or above the stated cost and believe that no loss will be incurred on its sale, although there can be no assurance of the timing or amount of any sales. 

 

Net loss incurred on valuation of inventory at lower of cost or market value and write-off of obsolete inventory for the three and six months ended June 30, 2021 and 2020 was as follows:

 

 

 

Three months ended June 30,

 


Six months ended June 30,


 

 

2021

 

 

2020

 


2021



2020


Net loss incurred on valuation of inventory at lower of cost or market value and write-off of obsolete inventory

 

$

307

 

 

$

459

 


$ 682

$ 660

 

7. Leases

 

Rent expense is recognized on a straight-line basis over the period of the lease taking into account future rent escalation and holiday periods.

 

Rent expense for the three and six months ended June 30, 2021 and 2020 was as follows: 

 

 

 

Three months ended June 30,

 


Six months ended June 30,


 

 

2021

 

 

2020

 


2021



2020


Rent expense

 

$

175

 

 

$

172

 


$ 359

$ 359

We occupy a 1,350 square-foot facility in Gainesville, Florida under the terms of an operating lease expiring in February 2023The Gainesville facility is used primarily to support our research and development activities. 

 

We occupy a 21,443 square-foot facility in Salt Lake City, Utah under the terms of an operating lease expiring in March 2024, with an option to extend for additional five years. The facility supports our principal administrative, sales, marketing, customer support, and research and product development activities.  

 

We occupy a 950 square-foot facility in Austin, Texas under the terms of an operating lease expiring in October 2022. This facility supports our sales, marketing, customer support, and research and development activities.

 


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - Dollars in thousands, except per share amounts)


We occupy a 3,068 square-foot facility in Zaragoza, Spain under the terms of an operating lease expiring in March 2022.  This office supports our research and development and customer support activities.

 

We occupy a 6,175 square-foot facility in Chennai, India under the terms of an operating lease expiring in August 2021. This facility supports our administrative, marketing, customer support, and research and product development activities.

 

We occupy a 40,000 square-foot warehouse in Salt Lake City, Utah under the terms of an operating lease expiring in April 2025, which serves as our primary inventory fulfillment and repair center.  


Supplemental cash flow information related to leases was as follows: 

 

 

 

Six months ended June 30,

 

 

 

2021

 

 

2020

 

Cash paid for amounts included in the measurement of lease liabilities

 



 

 



 

Operating cash flows from operating leases
$ (360 )
$ (356 )
Right-of-use assets obtained in exchange for lease obligations:







Operating leases
$

$ 97

 

Supplemental balance sheet information related to leases was as follows:

 

 

 

June 30, 2021

 

 

December 31, 2020

 

Operating lease right-of-use assets

 

$

 1,645

 

 

 $

 1,936

 


 








Current portion of operating lease liabilities, included in accrued liabilities
$ 554

$ 579

Operating lease liabilities, net of current portion

 

 

1,214

 

 

 

1,489

 

Total operating lease liabilities

 

$

1,768

 

 

$

2,068

 

 

 

 

 

 

 

 

 

 

Weighted average remaining lease term for operating leases (in years) 

3.12


3.54
Weighted average discount rate for operating leases

6.1 %

6.1 %

  

The following represents maturities of operating lease liabilities as of June 30, 2021:

 

Years ending December 31,

 

 

 

 

2021 (Remainder)

 

$

329

 

2022

 

 

634

 

2023

 

 

610

 

2024

 

 

307

 

2025

 

 

69

 

Thereafter

 

 

 

Total lease payments

 

 

1,949

 

Less: Imputed interest

 

 

181

Total

 

$

1,768

 


 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - Dollars in thousands, except per share amounts)

 

8. Shareholders' Equity

 

 

 

Three months ended June 30,

 


Six months ended June 30,

 

 

2021

 

 

2020

 


2021

2020

Common stock and additional paid-in capital

 

 

 

 

 

 

 

 









Balance, beginning of period

 

$

63,413

 

 

$

58,577

 


$ 63,378

$ 58,537

Share-based compensation expense

 

 

34

 

 

 

17

 



65


54

Proceeds from employee stock purchase plan

 

 

3

 

 

 

3

 



7


6

Balance, end of period

 

$

63,450

 

 

$

58,597

 


$ 63,450

$ 58,597

 

 

 

 

 

 

 

 

 









Accumulated other comprehensive loss

 

 

 

 

 

 

 

 









Balance, beginning of period

 

$

(200

)

 

$

(233

)


$ (186 )
$ (176 )

Unrealized loss on available-for-sale securities, net of tax 

 

 

(3

)

 

 

30



(5 )

7

Foreign currency translation adjustment

 

 

(10

)

 

 

(8

)

(22 )

(42 )

Balance, end of period

 

$

(213

)

 

$

(211

)


$ (213 )
$ (211 )

 

 

 

 

 

 

 

 

 









Accumulated deficit

 

 

 

 

 

 

 

 









Balance, beginning of period

 

$

(15,033

)

 

$

(15,730

)
$ (13,378 )
$ (13,883 )

Net loss

 

 

(1,586

)

 

 

(1,937

)



(3,241 )

(3,784 )

Balance, end of period

 

$

(16,619

)

 

$

(17,667

)


$ (16,619 )
$ (17,667 )

 

 

 

 

 

 

 

 

 









Total shareholders' equity

 

$

46,618

 

 

$

40,719

 


$ 46,618

$ 40,719

 


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - Dollars in thousands, except per share amounts)


9. Long-Term Debt


Senior Convertible Notes and Warrants

On December 17, 2019, the Company completed the issuance and sale of $3,000 aggregate principal amount of secured convertible notes of the Company (the “Notes”) and warrants (the “Warrants”) to purchase 340,909 shares of common stock, par value $0.001 per share of the Company (the “Common Stock”), in a private placement transaction. The Notes and Warrants were issued and sold to Edward D. Bagley, an affiliate of the Company, on the terms and conditions of a Note Purchase Agreement dated December 8, 2019 between the Company, certain subsidiary guarantors of the Company, and Mr. Bagley. Mr. Bagley is an affiliate of the Company and was the beneficial owner of approximately 46.6% of the Company’s issued and outstanding shares of Common Stock at the time that the Notes and Warrants were issued to him. 

 

The Notes will mature on December 17, 2023 (the “Maturity Date”) and will accrue interest at a variable rate adjusted on a quarterly basis and equal to two and one-half percent (2.5%) over the greater of (x) five and one-quarter percent (5.25%) and (y) the Prime Rate as published in the Wall Street Journal (New York edition) as of the beginning of such calendar quarter.  The Notes may be converted into shares of the Company’s Common Stock at any time at the election of Mr. Bagley at an initial conversion price of $2.11 per share (the “Conversion Price”), or 120% of the closing price of the Common Stock on December 6, 2019 as reported on the Nasdaq Capital Market. Also, the Company can cause a mandatory conversion of the Notes if the volume weighted average closing price of the Common Stock over 90 consecutive trading days exceeds 200% of the Conversion Price. In addition, the Notes may be redeemed by the Company for cash at any time after December 17, 2020 upon payment of the outstanding principal balance of the Notes and any unpaid and accrued interest.  The Company also is required to redeem the Notes upon the occurrence of a change in control of the Company.

 

The Warrants have an initial exercise price equal to $1.76, the closing price of the Common Stock on December 6, 2019 as reported on the Nasdaq Capital Market, and are exercisable until December 17, 2026.  The Warrants must be exercised for cash, unless at the time of exercise there is not a then effective registration statement for the resale of the shares of Common Stock issuable upon exercise of the Warrants, in which case the Warrants may be exercised via a cashless exercise feature that provides for net settlement of the shares of Common Stock issuable upon exercise. 

 

Concurrent with the issuance of the Notes and Warrants pursuant to the Note Purchase Agreement, the Company, the Guarantors and Mr. Bagley entered into a Guaranty and Collateral Agreement (the “Collateral Agreement”) pursuant to which the Company and the Guarantors granted Mr. Bagley a first priority lien interest in all of the Company’s assets as security for the Company’s performance of its obligations under the Notes and Warrants.

 

The net proceeds after original issue discount and issuance costs of $346 were approximately $2,654. The Company expects to use the proceeds from the sale of the Notes and Warrants for general corporate purposes and working capital. 

 

In accounting for the issuance of the Notes, the Company separated Notes and Warrants into liability and equity components. The carrying amount of Warrants, being an equity component, was first calculated using Black-Scholes method with the following assumptions:

 

Risk-free interest rate

1.82%

Expected life of warrants (years)

7

Expected price volatility

49.94%

Expected dividend yield

0%


The carrying amount of the Notes was then determined by deducting the fair value of the Warrants from the principal amount of the Notes. The carrying amount of the Notes was further separated into equity and liability components after separating the value of the conversion feature into an equity component and leaving the remaining value as liability. The equity component is not remeasured while the Notes and Warrants continue to meet the conditions for equity classification for equity components.


The original issue discount and issuance costs are netted against the liability. The following table represents the carrying value of Notes and Warrants:



 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)


 

 

June 30, 2021

 

 

December 31, 2020

 

Liability component:

 

 

 

 

 

 

 

 

Principal

 

$

2,820

 

 

$

3,000

 

Less: debt discount and issuance costs, net of amortization

 

 

(483

)

 

 

(581

Net carrying amount

 

$

2,337

 

 

$

2,419

 

Equity component(1):

 

 

 

 

 

 

 

 

Warrants

 

$

318

 

 

$

318

 

Conversion feature

 

122

 

 

122

 

Net carrying amount

 

$

440

 

 

$

440

 










Current portion of liability component included under short-term debt
$ 540

$ 360
Long-term portion of liability component included under long-term debt

1,797


2,059
Liability component total
$ 2,337

$ 2,419

(1) Recorded on the condensed consolidated balance sheets as additional paid-in capital. 


Debt discount and issuance costs are amortized over the life of the note to interest expense using the effective interest method. During the three and six months ended June 30, 2021, amortization of debt discount and issuance costs was $49 and $98, respectively and for the three and six months ended June 30, 2020, amortization of debt discount and issuance costs was $49 and $98, respectively. The following table represents schedule of maturities of principal amount contained in the Notes as of June 30, 2021:

Year ending December 31,

 

Principal Amount Maturing

 

2021 (Remainder)

 

$

180

 

2022

 

 

720

 

2023

 

 

1,920

 

2024

 

 

 

Total principal amount

 

$

2,820

 


Paycheck Protection Program Loan


On April 18, 2020, the Company, entered into a loan agreement with U.S. Bank National Association Bank, which provided for a loan in the principal amount of $1,499 (“PPP Loan”) pursuant to the Paycheck Protection Program under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for approximately sixteen months after the date of disbursement.


The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The PPP Loan contains events of default and other provisions customary for a loan of this type. The Paycheck Protection Program provides that the Loans may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The Company intends to use the entire PPP Loan amount for qualifying expenses and to apply for forgiveness of the PPP Loan in accordance with the terms of the CARES Act.


 

 

June 30, 2021

 

 

December 31, 2020

 

Current portion of the PPP Loan included under short-term debt
$ 687

$ 312
Long-term portion of the PPP Loan included under long-term debt

812


1,187
Liability component total
$ 1,499

$ 1,499



 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)


10. Fair Value Measurements

 

The fair value of the Company’s financial instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset or pay in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels:

 

Level 1 - Quoted prices in active markets for identical assets and liabilities.

 

Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. This category generally includes U.S. Government and agency securities; municipal securities; mutual funds and securities sold and not yet settled.

 

Level 3 - Unobservable inputs.

 

The Company’s financial instruments are valued using observable inputs. The following table sets forth the fair value of the financial instruments re-measured by the Company as of June 30, 2021 and December 31, 2020:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds and notes

 

$

 

 

$

1,026

 

 

$

 

 

$

1,026

 

Municipal bonds

 

 

 

 

 

971

 

 

 

 

 

 

971

 

Total

 

$

 

 

$

1,997

 

 

$

 

 

$

1,997

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds and notes

 

$

 

 

$

1,338

 

 

$

 

 

$

1,338

 

Municipal bonds

 

 

 

 

 

1,541

 

 

 

 

 

 

1,541

 

Total

 

$

 

 

$

2,879

 

 

$

 

 

$

2,879

 

 

11. Income Taxes

 

The current year loss did not result in income tax benefit due to recording a full valuation allowance against expected benefits. The valuation allowance was recorded as we concluded that it was more likely than not that our deferred tax assets were not realizable primarily due to the Company's recent pre-tax losses. Provision for income taxes for the six months ended June 30, 2021 represents income tax expense recorded for jurisdictions outside the United States. 

 

12. Subsequent events

 

On July 2, 2021, the Company obtained a bridge loan in the principal amount of $2,000,000 from Edward D. Bagley (the “Bridge Loan”). Mr. Bagley is an affiliate of the Company and is the beneficial owner of approximately 46.7% of the Company’s issued and outstanding shares of common stock. The Bridge Loan is evidenced by a promissory note dated July 2, 2021 (the “Note”) issued by the Company to Mr. Bagley.  The Note bears interests at a rate of 8.0% per annum, matures on the earlier to occur of (i) October 1, 2021 or (ii) within two business days of the Company’s receipt of its expected U.S. federal income tax refund, and contains other customary covenants and events of default.  

 

This report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this report, other than statements of historical fact, are forward-looking statements for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of management for future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. All forward-looking statements included in this report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statement. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continue,” or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are based upon reasonable assumptions at the time made, there can be no assurance that any such expectations or any forward-looking statement will prove to be correct. Our actual results will vary, and may vary materially, from those projected or assumed in the forward-looking statements. Future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not anticipate, including, without limitation, product recalls and product liability claims; infringement of our technology or assertion that our technology infringes the rights of other parties; termination of supplier relationships, or failure of suppliers to perform; inability to successfully manage growth; delays in obtaining regulatory approvals or the failure to maintain such approvals; concentration of our revenue among a few customers, products or procedures; development of new products and technology that could render our products obsolete; market acceptance of new products; introduction of products in a timely fashion; price and product competition, availability of labor and materials, cost increases, and fluctuations in and obsolescence of inventory; volatility of the market price of our common stock; foreign currency fluctuations; changes in key personnel; work stoppage or transportation risks; integration of business acquisitions; and other factors referred to in our reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2019. All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Additional factors that may have a direct bearing on our operating results are discussed in  Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q and in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020.

 

BUSINESS OVERVIEW

 

ClearOne is a global Company that designs, develops and sells conferencing, collaboration, and AV networking solutions for voice and visual communications. The performance and simplicity of our advanced, comprehensive solutions offer a high level of functionality, reliability and scalability. We derive a major portion of our revenue from audio conferencing products and microphones by promoting our products in the professional audio-visual channel. We have extended our total addressable market from the installed audio conferencing market to adjacent complementary markets – microphones, video collaboration and AV networking. We have achieved this through strategic technological acquisitions as well as by internal product development.

 

During the first quarter of 2021, we announced two new powerful cameras that enhance the ease and visual quality of online collaboration beyond the capabilities of integrated laptop and PC cameras. With the new ClearOne UNITE® 10, the company’s most affordable camera ever, and the feature-rich ClearOne UNITE 50 4K AF that includes Auto-Framing technology for automatic single- or multi-person capture, everyone can take on the new year with the confidence provided by stunning video that puts them in the best possible light. We recognized that millions of people were expected to use video collaboration tools, for the first time, and the rapid societal shift to home-based and remote work left a lot of people desiring higher quality video solutions to ensure they make a good impression and enjoy reliable, clear and efficient communication. For users who want to upgrade from the basic camera included in their laptop or PC, ClearOne has lowered the barrier of entry with its most affordable webcam ever, the UNITE 10. The small, powerful webcam supports up to 1080p video quality and offers autofocus. The UNITE 10 can capture five-megapixel images with a field of view up to 87 degrees, while major competitors at this price point only achieve 78-degree field of view. The UNITE 10 attaches any PC or laptop with a simple mounting bracket, and a 1.5m USB-A cable ensures simple connection to most modern computers. The UNITE 10 is also available to dealers and distributors in 20 packs for commercial sale. The new UNITE 50 4K AF camera is a major upgrade over traditional webcams and introduces ClearOne’s new Auto-Framing technology that automatically frames meeting participants to maximize screen use through intelligent image algorithms and ePTZ automation (electronic pan, tilt and zoom). With 4K video quality at 30 Hz, auto-focus capability, 4x digital zoom, more than 8 megapixels of total resolution and an ultra-wide 110-degree field of view, the UNITE 50 4K AF ePTZ is equally capable of delivering incredible image quality from a home office as it is at capturing all participants in an office boardroom.  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The camera can be controlled through an IR remote, further simplifying use and enabling real-time control of pan, tilt and zoom to provide greater control when capturing multi-person meeting environments. A standard damping mount ensures fast, easy installation, while an included USB 3.0 cable provides both power and video. Both new ClearOne cameras enable life-like video quality to web-based conferencing applications including ClearOne’s COLLABORATE® Space, WebEx™, Google Meet, Zoom™, GoToMeeting™, and Microsoft® Teams.


During February 2021, we expanded the applications for our BMA 360 Beamforming Microphone Array Ceiling Tile with the addition of a new Voice Lift feature that allows its impeccable audio to be locally amplified and heard throughout classrooms, lecture halls, and large meeting rooms.  announced a new Touch-Panel Controller, a highly intuitive 10-inch touch-screen device, designed for ClearOne’s CONVERGE®  Pro 2 audio DSP mixers as well as COLLABORATE Live video conferencing room systems. Paired with CONVERGE Pro 2 DSP mixers, users can make and receive PSTN and/or VoIP conference calls, and multiparty calls with the easy-to-use on-screen dial pad. When paired with COLLABORATE Live, users can make and receive video calls as well as manage content sharing options. ClearOne’s powerful breakthrough technologies, FiBeam™ and DsBeam™, already found on the BMA 360, enable exceptional new levels of Voice Lift performance. FiBeam technology makes the BMA 360 the world’s first truly wideband, frequency-invariant beamforming mic array that provides the ultimate in natural and full-fidelity sound. DsBeam provides unparalleled sidelobe depth below -40 dB, resulting in superior rejection of reverb and noise and providing superb clarity and intelligibility. With the addition of the new Voice Lift feature, the BMA 360 offers everything desired in a beamforming microphone array ceiling tile—superior beamformed audio, echo cancellation, noise cancellation, auto-mixing, power amplifiers, and camera-tracking functions. The ClearOne architecture offers easy setup and configuration for foolproof installation which benefits AV practitioners. End-users also benefit from the BMA 360’s reduced overall system cost for maximum return on investment. Each BMA 360 can have up to four Voice Lift zones to provide a simple and intuitive way to drive multiple speaker groups, allowing everyone to easily hear and be heard. Built-in 4 channel power amplifiers make wiring simple, convenient, and provide a large cost savings. ClearOne’s innovative combination of built-in power amplifiers and mix-minus zones makes the Voice Lift feature extremely simple to create and deploy. The BMA 360, now with Voice Lift, sets another industry standard for exceptional mic pickup distance and system gain.


During May 2021, we announced the immediate availability of CONVERGENCE AV Cloud, which significantly expands AV Practitioner recurring revenue opportunities for remote, real-time Management as a Service (MaaS). CONVERGENCE Cloud software is a unified AV network management platform to monitor, control, and audit ClearOne Pro Audio and Video products and services. Remote real-time system access provides at-a-glance and all-inclusive dashboard views with auto-discovery of Pro Audio devices and unlimited scalability designed to support organizations of any size. With the new Cloud option, AV Practitioners can profit on value-added MaaS opportunities to easily support multiple clients and multiple networks with fully secure, real-time remote system access on a single multi-tenant platform. The powerful and elegant user interface, in twelve languages, works on any browser and will allow full support of the AV Network with built-in video, audio, and chat tools for real-time communications as well as email and immediate SMS text alerts. Relevant information is quickly found with search, sort, and filter options. CONVERGENCE AV Cloud can be virtually partitioned for AV management by location such as building, floor, room, or any desired global topology. Practitioners can easily manage accounts, assigning three levels of access with Owner, Administrator, and Monitor roles; all housed on encrypted secure cloud servers. Client tenant usage can be conveniently tracked for invoicing and optional auto-payment reminders.

 

During the first six months of 2021, we continued our efforts, primarily through litigation, to stop the infringement of our strategic patents. We believe the decision by the U.S. District Court in August 2019 granting our request for a preliminary injunction to prevent Shure from manufacturing, marketing, and selling its competing ceiling microphone array in an infringing configuration is an incredibly valuable ruling for ClearOne and its business. The decision validates the strength and importance of ClearOne’s intellectual property rights, recognizes ClearOne’s innovations in this space, and stops Shure from further infringing the Graham patent pending a full trial. Although there can be no assurance of any outcome of a full trial, we believe this ruling will help pave the way for ClearOne’s recovery from the immense harm inflicted by Shure's infringement of our valuable patents. However, we are not getting the full benefits of the Court’s extraordinary remedy in the form of the preliminary injunction granted against Shure with respect to infringement of our ’806 Patent as we believe that Shure is still infringing ClearOne’s patent. 


We also continued our programs to cut costs and to speed up product development that we believe will enable us to get back to a growth path.

 

Overall revenue increased by 22% in the second quarter of 2021 when compared to the second quarter of 2020, primarily due to an increase in revenue from microphones and audio conferencing products with BMA based solutions generating the highest revenue growth. Overall revenue increased by 22% during the six months ended June 30, 2021 compared to the same period in 2020, primarily due to increase in revenue from microphones, especially the BMA based solutions and video products.  Despite the negative impact of COVID-19 and the infringement of our patents by Shure on all professional installed products, our new solutions incorporating Beamforming Microphone Array Ceiling Tile ("BMA-CT") continued to result in overall Beamforming Microphone Array ("BMA") revenue to be significantly higher than last year. However, revenue from BMA products as well as from our pro audio products are still far below the levels prior to infringement of our patents. Our revenue is negatively impacted  due to on-going harm of infringement of ClearOne’s patents despite the preliminary injunction granted against Shure as we believe Shure continues to infringe our patents and violates the preliminary injunction. The patent infringement also has negatively impacted directly the revenue from ClearOne’s other products not related to the infringed patents not withstanding a significant growth in revenue from video products in the first quarter of 2021 compared to first quarter of 2020.  Our gross profit margin increased to 44.3% during the second quarter of 2021 from 41.2% during the second quarter of 2020. Net loss decreased from $1.9 million in the second quarter of 2020 to $1.6 million in the second quarter of 2021The decrease was mainly due to increase in absolute gross profit dollars through higher revenue partially offset by an increase in operating costs. During the six months ended June 30, 2021, our absolute gross profit dollars increased to $6.4 million from $5.5 million in the same period in 2020 despite gross profit margin declining to 43.5% from 45.1% due to increase in revenues. During the six months ended June 30, 2021, net loss decreased to  $3.2 million compared to $3.8 million during the same period in 2020 mainly due to higher gross profit dollars from higher revenue partially offset by an increase in operating expenses in the six months ended June 30, 2021 compared to six months ended June 30, 2020.


 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

On September 1, 2020, the U.S. District Court of Northern Illinois held that "Shure has violated the preliminary injunction order and is found in contempt because it designed the MXA910-A in such a way that allows it to be easily installed flush in most ceiling grids”. The Court also opined that, “[t]he record is clear and convincing that Shure - through its design choices - violated the injunction order by allowing integrators to install the MXA910-A in the enjoined flush configuration.” Ultimately, the Court ordered that “Shure shall no longer manufacture, market, or sell the MXA910...”. ClearOne’s motion to accuse Shure’s MXA910-US of infringing the ’806 Patent is still pending with the Court.


Industry conditions

 

We operate in a very dynamic and highly competitive industry which is dominated on the one hand by a few players with respect to certain products like traditional video conferencing appliances while on the other influenced heavily by a fragmented reseller market consisting of numerous regional and local players. The industry is also characterized by venture capitalist funded start-ups and private companies willing to fund cumulative cash losses in order to gain market share and achieve certain non-financial goals. 

 

Economic conditions, challenges and risks

 

The audio-visual products market is characterized by intense competition and rapidly evolving technology. Our competitors vary within each product category. Our installed professional audio conferencing products, which is our flagship product category, continue to be ahead of the competition despite the reduction in revenues. Our strength in this space is largely due to our fully integrated suite of products consisting of DSP mixers, wide range of professional microphone products and video collaboration products. Despite our strong leadership position in the installed professional audio conferencing market, we face challenges to revenue growth due to the limited size of the market and pricing pressures from new competitors attracted to the commercial market due to higher margins.


Our video products and beamforming microphone arrays, especially BMA-CT and the newly introduced BMA 360 are critical to our long term growth. We face intense competition in this market from well-established market leaders as well as emerging players rich with marketing funds. We expect our strategy of combining curated audio solutions with our high quality professional cameras, and our high-end audio conferencing technology will generate high growth in the near future.


We derive a major portion of our revenue (approximately 38% for the year ended December 31, 2020) from international operations and expect this trend to continue in the future. Most of our revenue from outside the U.S. is billed in U.S. dollars and is not exposed to any significant currency risk. However, we are exposed to foreign exchange risk if the U.S. dollar is strong against other currencies as it will make U.S. Dollar denominated prices of our products less competitive. 


In December 2019, a novel strain of coronavirus (“COVID-19”) started spreading from China and was declared a pandemic. The COVID-19 pandemic caused severe global disruptions and had varying impact on our business. The installed audio conferencing market was negatively impacted due to lockdowns, postponement of projects and restrictions on installers to visit commercial sites. On the other hand, COVID-19 generated higher than normal demand for our video products and personal conferencing products due to the significant expansion of work-from-home market. The extent of COVID-19’s effect on our operational and financial performance will depend on future developments, including the vaccination rate, effectiveness of vaccines especially on novel strains of COVID-19, government regulations, etc., all of which are uncertain and difficult to predict considering the rapidly evolving landscape. If the pandemic continues to be a severe worldwide health crisis, the disease could have a material adverse effect on our business, results of operations, financial condition and cash flows and adversely impact the trading price of our common stock.

 

Deferred Revenue

 

Deferred revenue decreased to $56 thousand at June 30, 2021 compared to $123 thousand at December 31, 2020.

 

A detailed discussion of our results of operations follows below.


   


 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Results of Operations for the three and six months ended June 30, 2021

 

The following table sets forth certain items from our unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2021 (“2021-Q2”) ("2021-H1") and 2020 ("2020-Q2") ("2020-H1"), respectively, together with the percentage of total revenue which each such item represents:   


   

Three months ended June 30,



Six months ended June 30,
(dollars in thousands)  

2021

   

2020

   

Percentage Change 2021 vs 2020



2021

2020

Percentage Change 2021 vs 2020

Revenue

  $ 7,735     $ 6,357       22 %
$ 14,773

$ 12,091


22 %

Cost of goods sold

    4,311       3,739       15 %

8,346


6,635


26 %

Gross profit

    3,424     2,618       31 %

6,427


5,456


18 %

Sales and marketing

    1,755       1,457       20 %

3,328


3,196


4 %

Research and product development

    1,487       1,474       1 %

2,761


2,818


-2 %

General and administrative

    1,668       1,526       9 %

3,348


3,032


10 %

Total operating expenses 

    4,910       4,457    
10 %

9,437


9,046


4 %

Operating loss

    (1,486 )     (1,839 )     -19 %

(3,010 )

(3,590