clro-20211116.htm
false DE 0000840715 false CLEARONE INC UT false false false false 0000840715 2021-11-12 2021-11-12


 

 

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  November 12, 2021 (November 12, 2021)

 

ClearOne, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

001-33660

87-0398877

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

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

 

84116

(Address of principal executive offices)

 

(Zip Code)

 

+1 (801) 975-7200

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

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: 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. ☐


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 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.


 

Item 2.02. Results of Operations and Financial Condition

 

On November 12, 2021, ClearOne, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2021. The full text of the press release is attached as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits  

 

(d) Exhibits.

 

Exhibit No.

Description

 

 

Exhibit 99.1

Press Release of ClearOne, Inc. dated November 12, 2021.

Exhibit 104.1 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

The information included in this Current Report on Form 8-K (including the exhibit hereto) is being furnished under Item 2.02, “Results of Operations and Financial Condition” and Item 9.01 “Financial Statements and Exhibits” of Form 8-K. As such, the information (including the exhibit) herein shall not be deemed to be “filed” for the purposes 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This Current Report (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. 

 




 

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.

 

 

CLEARONE, INC.

 

 

 

Date: November 12, 2021

By:

/s/ Zeynep Hakimoglu

 

 

Zeynep Hakimoglu

 

 

Chief Executive Officer (Principal Executive Officer)

 



ClearOne, Inc. Reports Third Quarter 2021 Financial Results

 

  • Beamforming Microphone Array Ceiling Tile products continue to drive microphone and audio conferencing revenue growth
  • Revenue drop in video products causes overall revenue decline of 17% year-over-year
  • Company wins key Delaware trial against Shure, defeating infringement claims and invalidating Shure Patent
  • Our innovative new products win several prestigious industry awards
  • Balance Sheet strengthened with a $10 million capital raise

 

SALT LAKE CITY, UTAH – November 12, 2021 – ClearOne Inc. (NASDAQ: CLRO), a global provider of audio and visual communication solutions, reported financial results for the three and nine months ended September 30, 2021.

 

"ClearOne continued to achieve solid revenue growth in core audio conferencing and microphone products, driven by our innovative BMA 360 and BMA-CT based solutions. Revenue from video products did not meet last year's demand levels boosted by CARES Act stimulus funding and caused the year over year revenue decline. However, we are confident of the growth potential for our video-based solutions," said Zee Hakimoglu, CEO and Chair of ClearOne.

 

"The jury’s unanimous verdict last week in our trial against Shure in Delaware is the latest in a string of litigation victories for ClearOne against Shure. We are very pleased that the jury found that ClearOne’s products did not infringe Shure's '723 patent and invalidated Shure's patent. Shure was using this '723 patent to retaliate against ClearOne, and the jury's verdict validates ClearOne's refusal to give in to Shure's tactics," Hakimoglu added.

 

 "We were also successful in strengthening our balance sheet through further infusion of equity capital. The enthusiasm and the confidence displayed by the institutional investors in the recent $10 million common stock and warrant offering enables our continuing path of growth through innovation, cost management, and litigation management," Hakimoglu concluded.

 

Recent Highlights

  • Earlier this week our BMA 360 with Voice Lift and Camera Tracking technology was recognized by industry consultants and integrators for product innovation and was awarded a 2021 AV Technology Magazine InfoComm Best in Market Award.
  • During October 2021, our groundbreaking BMA 360 was awarded the 2021 Installation Product Award for Most Innovative Audio Hardware by Systems Contractor News (SCN), the industry-leading systems integration trade magazine relied upon by decision-makers across the AV technology industry.
  • During October 2021, ClearOne became a Signature Sponsor of TSI APAC-MEA Hub powered by USAV, a division of PSA Security Network (www.tsiapac-hub.net), that is comprised of a group of independent dealers, contractors, and integrators working in electronic security, building automation, and custom electronics.
  • During September 2021, we announced the immediate availability of a new professional-grade camera featuring a 20x optical zoom lens plus a 16x digital zoom for extra distance if needed, the UNITE® 200 Pro. Delivering 1080p quality at 60 frames per second with full pan, tilt and extended zoom functions, the UNITE 200 Pro is optimally suited for use in large spaces where close up, high resolution video capture is desired. 
  • During September 2021, our new Versa™ Mediabar™ was awarded a 2021 CEDIA Best of Show Award from Residential Systems, the industry-leading residential custom installation trade magazine relied upon by the custom smart home automation and home entertainment market. Versa Mediabar provides high-quality visual collaboration, audio conferencing, and UC applications from a single integrated device, offering the most straightforward solution available for home offices with virtually no setup required. 
  • During August 2021, our groundbreaking residential Beamforming Microphone Ceiling Array, Aura™ Xceed™ BMA, was awarded a 2021 TWICE VIP Award in the “High-Res Audio Components” category. The Aura Xceed BMA features a powerful USB-enabled Beamforming Ceiling Microphone Array that easily surface mounts to a home office ceiling for superb conferencing audio.
1


Financial Summary


The Company uses certain non-GAAP financial measures and reconciles those to GAAP measures in the attached tables. 

  • Revenue in  2021-Q3 was $7.0 million, compared to $8.4 million in 2020-Q3 and $7.7 million in 2021-Q2. The decrease in year-over-year revenue was mainly due to a significant decline in revenues from video products partially offset by an increase in revenues from microphones and core audio conferencing products.  Increase in revenue from microphones and core audio conferencing products continued to be driven by our new solutions incorporating our beamforming BMA-CT and BMA 360 array ceiling tiles and professional audio mixers. Revenue from video products and personal audio conferencing products declined year over year due to lack of demand for these products at the same level as it was in latter half of 2020 when the demand from work from home and learn from home markets was boosted by stimulus funding through the CARES Act. Despite this year-over-year revenue growth in Q3 2021 from microphones and core audio conferencing products, revenue from our audio conferencing products and microphones remain far below levels achieved prior to infringement of our strategic patents.
  • GAAP gross profit in 2021-Q3 was $2.9 million compared to $3.5 million in 2020-Q3 and $3.4 million in 2021-Q2. GAAP gross profit margin was 40.8% in  2021-Q3, compared to 41.8% in  2020-Q3 and 44.3% in  2021-Q2
  • Operating expenses in 2021-Q3 were $4.9 million, compared to $4.7 million in 2020-Q3 and $4.9 million in 2021-Q2. Non-GAAP operating expenses in 2021-Q3 were $4.2 million, compared to $4.2 million in 2020-Q3 and $4.3 million in 2021-Q2
  • GAAP net loss in 2021-Q3 was $2.2 million, or $0.11 per share, compared to net loss of $1.3 million, or $0.07 per share, in 2020-Q3 and net loss of $1.6 million, or $0.08 per share, in 2021-Q2. Non-GAAP net loss in  2021-Q3 was $1.6 million, or $0.08 per share, compared to net loss of $0.8 million, or $0.05 per share, in 2020-Q3 and net loss of $1.0 million, or $0.05 per share, in 2021-Q2. The year-over-year and sequential increase in Non-GAAP net loss was primarily due to decreased revenue and the consequential decline in gross profits. 

($ in 000, except per share)

 

Three months ended September 30,

 


Nine months ended September 30,

 

 

2021

 


 

2020

 


Positive/ Adverse

Change

 



2021


2020

Positive/ Adverse

Change


GAAP

 

 

 


 

 

 


 

 












Revenue

$

6,992

 


$

8,412

 


-17

%  


$ 21,765

$ 20,503

6 %

Gross profit

 

2,851

 


 

3,520

 


-19

%  



9,278


8,976

3 %

Operating expenses

 

4,860

 


 

4,680

 


-4

%  



14,297


13,726

-4 %

Operating loss

 

(2,009

)

 

(1,160

)

-73

%  



(5,019 )

(4,750 )
-6 %

Net loss

 

(2,169

)

 

(1,260

)

-72

%  



(5,410 )

(5,044 )
-7 %

Diluted loss per share

 

(0.11

)

 

(0.07

)

-50

%  



(0.28 )

(0.30 )
5 %

Non-GAAP

 

 

 


 

 

 


 

 












Non-GAAP gross profit

$

2,853

 


$

3,520

 


-19

%  


$ 9,285

$ 8,978

3 %

Non-GAAP operating expenses

 

4,244


 

4,232

 


0

%  



12,568

12,453

-1 %

Non-GAAP operating loss

 

(1,391

)

 

(712

)

-95

%  



(3,283 )

(3,475 )
6 %

Non-GAAP net loss

 

(1,551

)

 

(812

)

-91

%  



(3,674 )

(3,769 )
3 %

Non-GAAP Adjusted EBITDA

 

(1,295

)

 

(589

)

-119

%  



(3,266 )

(3,197 )
-2 %

Non-GAAP loss per share (diluted)

 

(0.08

)

 

(0.05

)

-60

%  



(0.19 )

(0.22 )
14 %

 

Balance Sheet Highlights

 

At September 30, 2021, cash, cash equivalents and investments were $10.6 million, as compared to $6.7 million at December 31, 2020. At September 30, 2021, the Company carried a debt of $5.8 million on account of senior convertible notes issued in December 2020, a Paycheck Protection Program (PPP) loan in April 2020 and a short-term bridge loan in 2021The Company believes the entire PPP loan will be forgiven.  


2


About ClearOne

 

ClearOne is a global company that designs, develops and sells conferencing, collaboration, and network streaming solutions for voice and visual communications. The performance and simplicity of its advanced comprehensive solutions offer unprecedented levels of functionality, reliability and scalability. Visit ClearOne at www.clearone.com.  

 

Non-GAAP Financial Measures

 

To supplement our consolidated financial statements presented on a GAAP basis, ClearOne uses non-GAAP measures of gross profit, operating income (loss), net income (loss), adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and net income (loss) per share, which are adjusted to exclude certain costs, expenses, gains and losses we believe appropriate to enhance an overall understanding of our past financial performance from period to period and also our prospects for the future. These adjustments to our current period GAAP results are made with the intent of providing both management and investors a more complete understanding of ClearOne’s underlying operational results and trends and our marketplace performance. The non-GAAP results are an indication of our baseline performance before certain gains, losses, or other charges that are considered by management to be outside of our core operating results. In addition, these adjusted non-GAAP results are among the primary indicators management uses as a basis for our planning and forecasting of future periods. The presentation of this additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for gross profit, operating income (loss), net income (loss), income (loss) per share or other financial measures prepared in accordance with GAAP. There are limitations to the use of non-GAAP financial measures.  Other companies, including companies in ClearOne’s industry, may calculate non-GAAP financial measures differently than ClearOne does, limiting the usefulness of those measures for comparative purposes. A detailed reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is included with this release below. 


Forward Looking Statements

 

This release contains “forward-looking” statements that are based on present circumstances and on ClearOne’s predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements and any statements of the plans and objectives of management for future operations and forecasts of future growth and value and the possible outcomes of litigation, are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. Such forward-looking statements are made only as of the date of this release and ClearOne assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. The information in this press release should be read in conjunction with, and is modified in its entirety by, the Annual Report on Form 10-K (the “10-K”) filed by the Company for the same period with the Securities and Exchange Commission (the “SEC”) and all of the Company’s other public filings with the SEC (the “Public Filings”).


In particular, the financial information contained herein is subject to and qualified by reference to the financial statements contained in the 10-Q, including the footnotes thereto, as well as the Company’s annual report on Form 10-K for the year ended December 31, 2020 (the “10-K”), the footnotes thereto and the limitations set forth therein. Investors may not rely on the press release without reference to the 10-Q, the 10-K and the Public Filings.

 

Contact:

Investor Relations

801-975-7200

investor_relations@clearone.com

http://investors.clearone.com


3


 

CLEARONE, INC

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value)

 

 

 

  September 30, 2021


 

December 31, 2020


ASSETS

 

 

 


 

 

 


Current assets:

 

 

 


 

 

 


Cash and cash equivalents

 

$

9,161


 

$

3,803


Marketable securities

 

 

713


 

 

1,117


Receivables, net of allowance for doubtful accounts of $505 and $506, respectively

 

 

5,243


 

 

5,194


Inventories, net

 

 

9,218


 

 

10,463


Income tax receivable


7,221


7,169

Prepaid expenses and other assets

 

 

2,505


 

 

1,536


Total current assets

 

 

34,061


 

 

29,282


Long-term marketable securities

 

 

707


 

 

1,762


Long-term inventories, net

 

 

3,313


 

 

4,590


Property and equipment, net

 

 

688


 

 

906


Operating lease - right of use assets, net

 

 

1,690


 

 

1,936


Intangibles, net

 

 

23,179


 

 

19,248


Other assets

 

 

4,599


 

 

4,599


Total assets

 

$

68,237


 

$

62,323


LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 


 

 

 


Current liabilities:

 

 

 


 

 

 


Accounts payable

 

$

4,015


 

$

3,950


Accrued liabilities

 

 

2,746


 

 

2,352


Deferred product revenue

57


123

Short-term debt

 

 

3,504


 

 

672


Total current liabilities

 

 

10,322


 

 

7,097


Long-term debt, net

 

 

2,291


 

 

3,245


Operating lease liability, net of current 

 

 

1,181


 

 

1,489


Other long-term liabilities

 

 

678


 

 

678


Total liabilities

 


14,472


 

 

12,509


 

 

 

 


 

 

 


Shareholders' equity:

 

 

 


 

 

 


Common stock, par value $0.001, 50,000,000 shares authorized, 22,402,970 and 18,775,773 shares issued and outstanding, respectively

 

 

22


 

 

19


Additional paid-in capital

 

 

72,756


 

 

63,359


Accumulated other comprehensive loss

 

 

(225

)

 

(186

)

Accumulated deficit

 

 

(18,788

)

 

(13,378

)

Total shareholders' equity

 

 

53,765


 

 

49,814


Total liabilities and shareholders' equity

 

$

68,237


 

$

62,323


 

4



CLEARONE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Dollars in thousands, except per share values)

 

 

 

Three months ended September 30,



Nine months ended September 30,

 

 

2021


 

2020



2021

2020

Revenue

 

$

6,992


 

$

8,412



$ 21,765

$ 20,503

Cost of goods sold

 

 

4,141


 

 

4,892




12,487


11,527

Gross profit

 

 

2,851


 

 

3,520




9,278


8,976

 

 

 

 


 

 

 










Operating expenses:

 

 

 


 

 

 










Sales and marketing

 

 

1,692


 

 

1,736




5,020


4,932

Research and product development

 

 

1,492


 

 

1,501




4,253


4,319

General and administrative

 

 

1,676


 

 

1,443




5,024


4,475

Total operating expenses

 

 

4,860


 

 

4,680




14,297


13,726

 

 

 















Operating loss

 

 

(2,009

)

 

 

(1,160

)

(5,019 )

(4,750 )

















Interest expense 

 

 

(150

)

 

 

(108

)

(369 )

(325 )

Other income, net

 

 

7

 

 

19




17


70

 

 

 



 

 











Loss before income taxes

 

 

(2,152

)

 

 

(1,249

)

(5,371 )

(5,005 )

 

 

 



 

 











Provision for income taxes

 

 

17


 

 

11




39


39

 

 

 

 


 

 

 










Net loss

 

$

(2,169

)

 

$

(1,260

)
$ (5,410 )
$ (5,044 )

 

 

 

 


 

 

 










Basic weighted average shares outstanding

 

 

19,449,283


 

 

17,000,215




19,002,758


16,768,088

Diluted weighted average shares outstanding

 

 

19,449,283


 

 

17,000,215




19,002,758


16,768,088

 

 

 



 

 











Basic loss per share

 

$

(0.11

)

 

$

(0.07

)
$ (0.28 )
$ (0.30 )

Diluted loss per share

 

$

(0.11

)

 

$

(0.07

)
$ (0.28 )
$ (0.30 )

 

 

 

 


 

 

 










Comprehensive loss:

 

 

 


 

 

 










Net loss

 

 

(2,169

)

 

 

(1,260

)

(5,410 )

(5,044 )

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

 

 

(8

)

 

 

4



(13 )

11

Change in foreign currency translation adjustment

 

 

(4

)

 

 

17



(26 )

(25 )

Comprehensive loss

 

 

(2,181

)

 

 

(1,239

)

(5,449 )

(5,058 )


5



CLEARONE, INC.

UNAUDITED RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

(Dollars in thousands, except per share values)

 

 

 

Three months ended September 30,



Nine months ended September 30,

 

 

2021


 

2020



2021

2020

GAAP gross profit 

 

$

2,851


 

$

3,520



$ 9,278

$ 8,976

Stock-based compensation

 

 

2


 

 




7


2

Non-GAAP gross profit

 

$

2,853


 

$

3,520



$ 9,285

$ 8,978

 

 

 

 


 

 

 










GAAP operating loss

 

$

(2,009

)

 

$

(1,160

)
$ (5,019 )
$ (4,750 )

Stock-based compensation

 

 

36


 

 

2




100


55

Amortization of intangibles

 

 

582


 

 

446




1,636


1,220

Non-GAAP operating loss

 

$

(1,391

)

 

$

(712

)
$ (3,283 )
$ (3,475 )

 

 

 

 


 

 

 










GAAP net loss

 

$

(2,169

)

 

$

(1,260

)
$ (5,410 )
$ (5,044 )

Stock-based compensation

 

 

36


 

 

2




100


55

Amortization of intangibles

 

 

582


 

 

446




1,636


1,220

Non-GAAP net loss

 

$

(1,551

)

 

$

(812

)
$ (3,674 )
$ (3,769 )

 

 

 

 


 

 

 










GAAP net loss

 

$

(2,169

)

 

$

(1,260

)
$ (5,410 )
$ (5,044 )

Number of shares used in computing GAAP loss per share (diluted)

 

 

19,449,283


 

 

17,000,215




19,002,758


16,768,088

GAAP loss per share (diluted)

 

$

(0.11

)

 

$

(0.07

)
$ (0.28 )
$ (0.30 )

Non-GAAP net loss

 

$

(1,551

)

 

$

(812

)
$ (3,674 )
$ (3,769 )

Number of shares used in computing Non-GAAP loss per share (diluted)

 

 

19,449,283


 

 

17,000,215




19,002,758


16,768,088

Non-GAAP loss per share (diluted)

 

$

(0.08

)

 

$

(0.05

)
$ (0.19 )
$ (0.22 )

 

 

 

 


 

 

 










GAAP net loss

 

$

(2,169

)

 

$

(1,260

)
$ (5,410 )
$ (5,044 )

Stock-based compensation

 

 

36


 

 

2




100


55

Depreciation

 

 

89


 

 

104







208

Amortization of intangibles

 

 

582


 

 

446




1,636


1,220
Interest expense 

150




108




369


325

Provision for income taxes

 

 

17


 

 

11




39


39

Non-GAAP Adjusted EBITDA

 

$

(1,295

)

 

$

(589

)
$ (3,266 )
$ (3,197 )


6