UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

(Mark One)

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

For the quarterly period ended September 30, 2017March 31, 2022

Or
Or

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

For the transition period from ______________________ to ______________________

Commission file number 1-4324001-04324

ANDREA ELECTRONICS CORPORATION

---------------------------------------------------------------------

(Exact Name of Registrant as Specified in its Charter)

New York11-0482020

State or other jurisdiction of

incorporation or organization

I.R.S. Employer Identification No.
incorporation or organization
620 Johnson Avenue Suite 1-B, Bohemia, NY11716
(Address of Principal Executive Offices)Zip Code

631-719-1800

Registrant’s Telephone Number, Including Area Code

Indicate by check mark whether the registrant (1) has filed all reports required

Securities registered pursuant to be filed by Section 13 or 15(d)12(g) 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 and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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 ActAct:

Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareANDROTC Bulletin Board

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒   No ☐  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
Large Accelerated Filer ☐Accelerated Filer                      ☐
Non-Accelerated Filer   ☐(Do not check if a smaller reporting company)Smaller Reporting Company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of May 9, 2022, there were 68,104,957 common shares outstanding.

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of November 10, 2017, there were 64,914,935 common shares outstanding.


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ANDREA ELECTRONICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

     September 30,
2017
     December 31,
2016
(unaudited)
ASSETS
         
Current assets:
Cash$       7,510,854$       2,955,129
Accounts receivable, net of allowance for doubtful accounts of $5,092254,12069,982
Inventories, net175,49986,512
Prepaid expenses and other current assets75,65952,215
Current portion of note receivable-103,709
Assets from discontinued operations-63,299
Total current assets8,016,1323,330,846
         
Property and equipment, net59,67263,611
Intangible assets, net289,125309,894
Other assets, net5,2505,250
Total assets$8,370,179$3,709,601
         
LIABILITIES AND SHAREHOLDERS’ EQUITY
         
Current liabilities:
Trade accounts payable and other current liabilities$1,578,862$857,085
Accrued Series C Preferred Stock Dividends55,69755,697
Liabilities from discontinued operations-14,700
Current portion of long-term debt5,999,000-
Total current liabilities7,633,559927,482
         
Long-term debt84,5481,410,153
Total liabilities7,718,1072,337,635
         
Series B Redeemable Convertible Preferred Stock, $.01 par value; authorized: 1,000 shares; issued and outstanding: 0 shares--
         
Commitments and contingencies
         
Shareholders’ equity:
Preferred stock, $.01 par value; authorized: 2,497,500 shares; none issued and outstanding--
Series C Convertible Preferred Stock, net, $.01 par value; authorized: 1,500 shares; issued and outstanding: 33.3 shares; liquidation value: $333,26911
Series D Convertible Preferred Stock, net, $.01 par value; authorized: 2,500,000 shares; issued and outstanding: 907,144 shares; liquidation value: $907,1449,0729,072
Common stock, $.01 par value; authorized: 200,000,000 shares; issued and outstanding: 64,914,935 shares649,149649,149
Additional paid-in capital77,907,72077,806,356
Accumulated deficit(77,913,870)(77,092,612)
         
Total shareholders’ equity652,0721,371,966
         
Total liabilities and shareholders’ equity$8,370,179$3,709,601

  March 31,  December 31, 
  2022  2021 
  (unaudited)    
ASSETS        
         
Current assets:        
Cash $124,912  $148,349 
Accounts receivable, net of allowance for doubtful accounts of $4,789  234,499   236,338 
Inventories, net  322,389   259,007 
Prepaid expenses and other current assets  72,176   99,163 
Total current assets  753,976   742,857 
         
Property and equipment, net  38,573   39,511 
Intangible assets, net  185,166   194,200 
Other assets, net  149,644   161,876 
Total assets $1,127,359  $1,138,444 
         
LIABILITIES AND SHAREHOLDERS’ DEFICIT        
         
Current liabilities:        
Trade accounts payable and other current liabilities $706,662  $704,363 
Current portion of long-term debt  4,386   4,386 
Accrued Series C Convertible Preferred Stock Dividends  19,168   19,168 
Total current liabilities  730,216   727,917 
         
Lease liabilities payable  110,373   119,886 
Long-term debt  2,540,191   2,451,257 
Total liabilities $3,380,780  $3,299,060 
         
Commitments and contingencies (Note 7)        
         
Shareholders’ deficit :        
Preferred stock, $0.01 par value; authorized: 2,497,500 shares; none issued and outstanding  -   - 
Series C Convertible Preferred Stock, net, $0.01 par value; authorized: 1,500 shares; issued and outstanding: 11.5 shares; liquidation value: $114,692  -   - 
Series D Convertible Preferred Stock, net, $0.01 par value; authorized: 2,500,000 shares; issued and outstanding: 907,144 shares; liquidation value: $907,144  9,072   9,072 
Common stock, $0.01 par value; authorized:  200,000,000 shares; issued and outstanding: 68,104,957 shares  681,050   681,050 
Additional paid-in capital  78,086,910   78,086,910 
Accumulated deficit  (81,030,453)  (80,937,648)
         
Total shareholders’ deficit  (2,253,421)  (2,160,616)
         
Total liabilities and shareholders’ deficit $1,127,359  $1,138,444 

See Notes to Condensed Consolidated Financial Statements.unaudited condensed consolidated interim financial statements.


ANDREA ELECTRONICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

     For the Three Months EndedFor the Nine Months Ended
September 30,
2017
     September 30,
2016
     September 30,
2017
     September 30,
2016
Revenues
Net product revenues$     277,113$     117,870$     460,912$     357,721
License revenues6,030,56145,0106,073,3353,144,698
Total revenues6,307,674162,8806,534,2473,502,419
                 
Cost of revenues
License revenue sharing-289,463-289,463
Cost of product revenues80,27728,521142,931101,079
Total cost of revenues80,277317,984142,931390,542
                 
Gross margin6,227,397(155,104)6,391,3163,111,877
                 
Patent Monetization expenses343,84610,0745,519,3071,734,245
                 
Research and development expenses199,698182,335627,990562,383
                 
General, administrative and selling expenses334,161295,916989,846960,271
                 
Operating income (loss)5,349,692(643,429)(745,827)(145,022)
                 
Interest (expense) income, net(35,227)3,228(65,137)5,855
                 
Income (loss) from operations before provision for income taxes5,314,465(640,201)(810,964)(139,167)
                 
Provision (benefit) for income taxes3,514(38,710)10,2949,316
                 
Net income (loss)$5,310,951$(601,491)$(821,258)$(148,483)
                 
Basic weighted average shares64,914,93564,914,93564,914,93564,741,959
                 
Basic net income (loss) per share$.08$(.01)$(.01)$(.00)
                 
Diluted weighted average shares72,023,73264,914,93564,914,93564,741,959
                 
Diluted net income (loss) per share$.07$(.01)$(.01)$(.00)

  For the Three Months Ended 
  March 31,
2022
  March 31,
2021
 
Revenues      
Net product revenues $509,468  $423,215 
License revenues  1,118   3,269 
Total revenues  510,586   426,484 
         
Cost of product revenues  133,781   103,149 
         
Gross margin  376,805   323,335 
         
Patent monetization expenses  40,136   39,172 
         
Research and development expenses  131,798   137,724 
         
General, administrative and selling expenses  278,761   276,216 
         
Operating loss  (73,890)  (129,777)
         
Gain from forgiveness of PPP Loan First Draw and related interest  -   143,641 
         
Interest expense, net  (18,915)  (17,499)
         
Loss before provision for income taxes  (92,805)  (3,635)
         
Provision for income taxes  -   288 
         
Net loss $(92,805) $(3,923)
         
Basic and diluted weighted average shares  68,104,957   68,104,957 
         
Basic and diluted net loss per share $(.00) $(.00)

See Notes to Condensed Consolidated Financial Statements.unaudited condensed consolidated interim financial statements.


ANDREA ELECTRONICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTSTATEMENTS OF SHAREHOLDERS’ EQUITY
(DEFICIT) DEFICIT

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2017
(UNAUDITED
)MARCH 31, 2022 AND 2021

   Series C
Convertible
Preferred
Stock
Outstanding
   Series C
Convertible
Preferred
Stock
   Series D
Convertible
Preferred
Stock
Outstanding
   Series D
Convertible
Preferred
Stock
   Common
Stock
Outstanding
   Common
Stock
   Additional
Paid-In
Capital
   Accumulated
Deficit
   Total
Shareholders’
Equity (Deficit)
Balance, January 1, 201733.326899$             1907,144$       9,07264,914,935$    649,149$   77,806,356$      (77,092,612)$      1,371,966
Stock-based Compensation Expense related to Stock Option Grants------101,364-101,364
Net loss-------(821,258)(821,258)
Balance, September 30, 201733.326899$1907,144$9,07264,914,935$649,149$77,907,720$(77,913,870)$(652,072)

(UNAUDITED)

  Series C
Convertible
Preferred
Stock
Outstanding
  Series C
Convertible
Preferred
Stock
  Series D
Convertible
Preferred
Stock
Outstanding
  Series D
Convertible
Preferred
Stock
  Common
Stock
Outstanding
  Common
Stock
  Additional
Paid-In
Capital
  Accumulated
Deficit
  Total
Shareholders’
Deficit
 
Balance, January 1, 2021  11.469249  $      -   907,144  $9,072   68,104,957  $681,050  $78,086,910  $(80,563,852) $(1,786,820)
                                     
Net loss  -   -   -   -   -   -   -   (3,923)  (3,923)
                                     
Balance, March 31, 2021  11.469249  $-   907,144  $9,072   68,104,957  $681,050  $78,086,910  $(80,567,775) $(1,790,743)
                                     
Balance, January 1, 2022  11.469249  $-   907,144  $9,072   68,104,957  $681,050  $78,086,910  $(80,937,648) $(2,160,616)
                                     
Net loss  -   -   -   -   -   -   -   (92,805)  (92,805)
                                     
Balance, March 31, 2022  11.469249  $-   907,144  $9,072   68,104,957  $681,050  $78,086,910  $(81,030,453) $(2,253,421)

See Notes to Condensed Consolidated Financial Statements.unaudited condensed consolidated interim financial statements.


ANDREA ELECTRONICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the Nine Months Ended
     September 30,
2017
     September 30,
2016
Cash flows from operating activities:
Net loss$       (821,258)$       (148,483)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization53,70254,038
Stock based compensation expense101,36449,372
(Credit) reserve for inventory obsolescence(8,199)12,140
Provision for income tax withholding10,2949,316
PIK interest, net73,39514,107
Accrued interest on note receivable-(9,162)
Change in:
Accounts receivable(157,437)1,764,734
Inventories(54,484)26,968
Prepaid expenses, other current assets and other assets(23,444)2,714
Taxes payable-(45,000)
Repayments of Advance from Revenue Sharing Agreement-(312,067)
Trade accounts payable and other current liabilities707,077(3,377,406)
Net cash used in operating activities(118,990)(1,958,729)
         
Cash flows from investing activities:
Purchases of property and equipment(14,026)-
Proceeds from repayments of note receivable103,709312,813
Purchases of patents and trademarks(14,968)(10,681)
Net cash provided by investing activities74,715302,132
         
Cash flows from financing activities:
Repayments of long-term notes and PIK interest-(4,112,549)
Proceeds from long-term notes4,600,0003,200,000
Net cash provided by (used in) financing activities4,600,000(912,549)
         
Net increase (decrease) in cash4,555,725(2,569,146)
         
Cash, beginning of year2,955,1295,592,554
Cash, end of period$7,510,854$3,023,408
         
Supplemental disclosures of cash flow information:
         
Cash paid for:
Interest$-$12,548
Income Taxes$7,656$124,277
         
Non Cash Investing and Financing Activity:
Conversion of Series C Convertible Preferred Stock and related dividends into common stock$-$13,235

  For the Three Months Ended 
  March 31,
2022
  March 31,
2021
 
Cash flows from operating activities:        
Net loss $(92,805) $(3,923)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  12,266   9,174 
Forgiveness of PPP Loans and related interest  -   (143,641)
Inventory net realizable adjustment  (4,709)  (159)
Provision for income tax withholding  -   288 
Amortization of right-of-use assets  12,232   11,651 
Deferred interest on PPP Loans and SBA Loan, net  1,372   1,661 
PIK interest, net  17,562   15,888 
Change in:        
Accounts receivable  1,839   (102,435)
Inventories  (58,673)  (104,317)
Prepaid expenses and other current assets  26,987   61,854 
Trade accounts payable and other current liabilities and lease liabilities payable  (7,214)  38,807 
Net cash used in operating activities  (91,143)  (215,152)
         
Cash flows from investing activities:        
Purchases of property and equipment  (2,294)  - 
Payments for patents and trademarks  -   (360)
Net cash used in investing activities  (2,294)  (360)
         
Cash flows from financing activities:        
Proceeds from PPP Loans  -   142,777 
Proceeds from long-term notes  70,000   100,000 
Net cash provided by financing activities  70,000   242,777 
         
Net (decrease) increase in cash  (23,437)  27,265 
         
Cash, beginning of year  148,349   362,730 
Cash, end of period $124,912  $389,995 
         
Supplemental disclosures of cash flow information:        
         
Cash paid for:        
Income Taxes $-  $54 

See Notes to Condensed Consolidated Financial Statements.unaudited condensed consolidated interim financial statements.


Note 1.Basis of Presentation

Basis of Presentation - The accompanying unaudited condensed consolidated interim financial statements include the accounts of Andrea Electronics Corporation and its subsidiaries (“Andrea” or the “Company”). All intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In addition, the December 31, 20162021 balance sheet data was derived from the audited consolidated financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for any other interim period or for the fiscal year.

These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 20162021 included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2021, filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2017.31, 2022. The accounting policies used in preparing these unaudited condensed consolidated interim financial statements are consistent with those described in the December 31, 20162021 audited consolidated financial statements.

Liquidity – ASC 205-40, “Presentation of Financial Statements-Going Concern,” requires management to evaluate whether there are relevant conditions and events that, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern and to meet its obligations as they become due within one year after the date that the financial statements are issued. Based upon the evaluation, management believes the Company has the ability to meet its obligations as they become due within the next twelve months from the date of the financial statement issuance. This evaluation includes expected receipt of Employee Retention Credits (“ERC”). ERCs are refundable payroll tax credits established by the Coronavirus Aid, Relief, and Economic Security (CARES) Act to help businesses retain employees.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States. In response to the COVID-19 outbreak, “shelter in place” orders and other public health measures were implemented across much of the United States, including the Long Island area, which was considered an epicenter of the outbreak and is where the Company is located.

The COVID-19 global pandemic continues to evolve, including new variants of COVID-19. The Company continues to monitor the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread including the speed of the ongoing vaccine distribution effort, and its impact on operations, financial position, cash flows, inventory, purchasing trends, customer payments, and the industry in general, in addition to the impact on its employees. Due to the development and fluidity of this situation, the magnitude and duration of the pandemic and its impact on the Company’s operations and liquidity is uncertain as of the date of this report. Although the Company did not have customers cancel any open orders, in 2020 some customers delayed shipments of products into future months. The Company did not have similar customer shipment delays in 2021. However, in 2021 and 2022 the Company did see an increase in component costs due to supply chain issues related to COVID-19 as well as the conflict between Russia and Ukraine, which may continue into the future with additional ramifications to our business. While there could ultimately be a material impact on future operations and liquidity of the Company, the full impact of COVID-19 cannot be determined.

On July 13, 2020, the Company entered into a SBA Loan Authorization and Agreement pursuant to which the Company received loan proceeds of $150,000 (the “SBA Loan”). The SBA Loan was made under, and is subject to the terms and conditions of, the Economic Injury Disaster Loan Program, which was a program expanded for COVID-19 relief under the CARES Act and is administered by the SBA. The term of the SBA Loan is thirty (30) years with a maturity date of July 13, 2050 and the annual interest rate of the SBA Loan is a fixed rate of 3.75%. Under the terms of the CARES Act, the use of loan proceeds for the SBA Loan is limited to alleviating economic injury caused by the COVID-19 pandemic. The Company used the proceeds of the SBA Loan for such purpose. See Note 4 for additional information on the SBA Loan.

The Company’s loss before provision for income taxes was $92,805 for the three months ended March 31, 2022. As part of the evaluation, management considered the Company’s cash balance of $124,912 and working capital of $23,760 as of March 31, 2022 as well as the Company’s projected revenues and expenses for the next twelve months. If the Company is not successful in achieving its projected revenues and expenses, it may need to seek other sources of revenue, areas of further expense reduction or additional funding from other sources such as debt or equity raising; however, there is no assurance that the Company would be successful in a debt or equity raise or that such funding would be on terms that it would find acceptable.


Reclassifications – Certain prior period balances have been reclassified in order to conform to the current year presentation. These reclassifications have no effect on previously reported results of operation or loss per share.

Note 2.Summary of Significant Accounting Policies

Income (loss)

Loss Per Share - Basic income (loss) earningsloss per share is computed by dividing the net income (loss)loss by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per shareloss adjusts basic loss earnings (loss) per share for the effectseffect of convertible securities, stock options and other potentially dilutive financial instruments, only in the periods in which such effect is dilutive. Diluted earningsloss per share areis based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).

Securities that could potentially dilute basic earnings per share (“EPS”) in the future that were not included in the computation of the diluted EPS because to do so would have been anti-dilutive for the periods presented, consistconsisted of the following:

For the Three Months EndedFor the Nine Months Ended
     September 30,
2017
     September 30,
2016
     September 30,
2017
     September 30,
2016
Total potentially dilutive common shares as of:
Stock options to purchase common stock (Note 7)8,985,00016,869,82115,163,00116,869,821
Series C Convertible Preferred Stock and related accrued dividends (Note 4)1,524,7581,524,7581,524,7581,524,758
Series D Convertible Preferred Stock (Note 5)3,628,5763,628,5763,628,5763,628,576
                
Total potentially dilutive common shares14,138,33422,023,15520,316,33522,023,155
                
Numerator:
Net income (loss)$     5,310,951$    (601,491)$     (821,258)$     (148,483)
Denominator:
Basic Weighted average shares64,914,93564,914,93564,914,93564,741,959
Effect of dilutive securities:
Stock options1,955,463---
Series C Convertible Preferred Stock and related accrued dividends (Note 4)1,524,758---
Series D Convertible Preferred Stock (Note 5)3,628,576---
                
Denominator for diluted income (loss) per share-adjusted weighted average shares after assumed conversions72,023,73264,914,93564,914,93564,741,959


  For the Three Months Ended 
  March 31,
2022
  March 31,
2021
 
Total potentially dilutive common shares as of:        
Stock options to purchase common stock (Note 8)  6,301,500   6,301,500 
Series C Convertible Preferred Stock and related accrued dividends (Note 5)  524,736   524,736 
Series D Convertible Preferred Stock (Note 6)  3,628,576   3,628,576 
         
Total potentially dilutive common shares  10,454,812   10,454,812 

Cash- Cash includes cash and highly liquid investments with original maturities of three months or less. At various times during the periods ended September 30, 2017March 31, 2022 and December 31, 2016,2021, the Company had cash deposits in excess of the maximum amounts insured by the Federal Deposit Insurance Corporation insurance limits.Corporation. At September 30, 2017March 31, 2022 and December 31, 2016,2021, the Company’s cash was held at four financial institutions.

Concentration of Credit Risk - The following customers accounted for 10% or more of Andrea’s consolidated total revenues during at least one of the periods presented below:

     For the Three Months Ended     For the Nine Months Ended
September 30, 2017     September 30, 2016September 30, 2017     September 30, 2016
Customer A                            *                           19%                            *                            *
Customer B95%*92%*
Customer C*47%**
Customer D***14%
Customer E***24%
Customer F***37%

____________________
  For the Three Months Ended 
  March 31,
2022
  March 31,
2021
 
Customer A  20%  22%
Customer B  15%  32%
Customer C  15%  * 
Customer D  11%  13%
Customer E  *   15%

_________________

* Amounts are less than 10%

As of September 30, 2017,March 31, 2022, Customers A, B, D and CE accounted for approximately 10%18%, 30%, 11% and 3%10%, respectively, of accounts receivable. As of December 31, 2016, Customer2021, Customers A, B, and D accounted for approximately 29%, 22%, and 16%, respectively, of accounts receivable.

Allowance for Doubtful Accounts - The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information. Collections and payments from customers are continuously monitored. The Company maintains an allowance for doubtful accounts, which is based upon historical experience as well as specific customer collection issues that have been identified. While such bad debt expenses have historically been within expectations and allowances established, the Company cannot guarantee that it will continue to experience the same credit loss rates that it has in the past. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.


Inventories- Inventories are stated at the lower of cost (on a first-in, first-out) or market basis.net realizable value. The cost of inventory is based on the respective cost of materials. Andrea reviews its inventory reserve for obsolescence on a quarterly basis and establishes reserves on inventories based on the specific identification method as well as a general reserve. Andrea records changes in inventory reserves as part of cost of product revenues.

     September 30,
2017
     December 31,
2016
Raw materials$       81,954$       17,533
Finished goods204,671188,304
286,625205,837
Less: reserve for obsolescence(111,126)(119,325)
$175,499$86,512

  March 31,  December 31, 
  2022  2021 
Raw materials $56,640  $102,444 
Finished goods  265,749   156,563 
  $322,389  $259,007 

Long-Lived Assets - Andrea accounts for its long-lived assets in accordance with Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment” for purposes of determining and measuring impairment of its long-lived assets (primarily intangible assets) other than goodwill. Andrea’s policy is to periodically review the value assigned to its long-lived assets to determine if they have been permanently impaired by adverse conditions which may affect Andrea whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If Andrea identifies a permanent impairment such that the carrying amount of Andrea’s long lived assets is not recoverable using the sum of an undiscounted cash flow projection (gross margin dollars from product revenues), the impaired asset is adjusted to its estimated fair value, based on an estimate of future discounted cash flows which becomes the new cost basis for the impaired asset. Considerable management judgment is necessary to estimate undiscounted future operating cash flows and fair values and, accordingly, actual results could vary significantly from such estimates. At September 30, 2017March 31, 2022 and December 31, 2016,2021, Andrea concluded that intangibles and long-lived assets were not required to be tested for recoverability.impaired.


Trade accounts payable and other current liabilities- Trade accounts payable and other current liabilities consistconsisted of the following:

     September 30,
2017
     December 31,
2016
Trade accounts payable$         159,928$         31,887
Payroll and related expenses-25,630
Patent monetization expenses1,284,548705,964
Short-term deferred revenue10,868-
Professional and other service fees123,51893,604
Total trade accounts payable and other current liabilities$1,578,862$857,085

  March 31,  December 31, 
  2022  2021 
Trade accounts payable $204,119  $162,829 
Payroll and related expenses  17,110   42,472 
Patent monetization expenses  177,201   162,990 
Current lease liabilities  37,642   39,909 
Deferred revenue  92,116   123,451 
Professional and other service fees  178,474   172,712 
Total trade accounts payable and other current liabilities $706,662  $704,363 

Revenue Recognition - Non software-relatedThe Company recognizes revenue whichusing the following five-step approach:

1.Identify the contract with a customer.
2.Identify the performance obligations in the contract.
3.Determine the transaction price of the contract.
4.Allocate the transaction price to the performance obligations in the contract.
5.Recognize revenue when the performance obligations are met or delivered.

This approach includes the evaluation of sales terms, performance obligations, variable consideration, and costs to obtain and fulfill contracts.

The Company disaggregates its revenues into three contract types: (1) product revenues, (2) service related revenues and (3) license revenues and then further disaggregates its revenues by operating segment. Generally, product revenue is generally comprised of microphones and microphone connectivity product revenues,revenues. Product revenue is recognized when title and riskthe Company satisfies its performance obligation by transferring promised goods to a customer. Product revenue is measured at the transaction price, which is based on the amount of loss passconsideration that the Company expects to receive in exchange for transferring the promised goods to the customer. Contracts with customers are comprised of customer which is generally upon shipment. With respectpurchase orders, invoices and written contracts. Customer product orders are fulfilled at a point in time and not over a period of time. The Company does not have arrangements for returns from customers and does not have any future obligations directly or indirectly related to product resale by customers. The Company has no sales incentive programs. Service related and licensing revenues Andrea recognizes revenue in accordance with ASC 985, “Software” and ASC 605 “Revenue Recognition.” License revenue isare recognized based on the terms and conditions of individual contracts.contracts using the five step approach listed above, which identifies performance obligations and transaction price. Typically, Andrea receives licensing reports from its licensees approximately one quarter in arrears due to the fact that its agreements require customers to report revenues between 30 to 60 days after the end of the quarter. Under this accounting policy, the licensing revenues reported are not based upon estimates. In addition, fee based services,service related revenues, which are short-term in nature, are generally performed on a time-and-material basis under separate service arrangements and the corresponding revenue is generally recognized as the services are performed. During the three months ending March 31, 2022 and 2021, there were no service related revenues. During the three months ending March 31, 2022, $31,335 of deferred revenue was recognized as revenue. At March 31, 2022, the Company had $92,116 of deferred revenue, which are advance payments from customers that are expected to be recognized as revenue within one year and are included in trade accounts payable and other current liabilities in the Company’s condensed consolidated balance sheets. See Note 9 for an additional description of the Company’s reportable business segments and the revenue reported in each segment.


Income Taxes - Andrea accounts for income taxes in accordance with ASC 740, “Income Taxes.” ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes, and establishes for all entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax bases of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of September 30, 2017March 31, 2022 and December 31, 20162021, the Company had recorded a full valuation allowance. Andrea expects it will reduce its valuation allowance in future periods to the extent that it can demonstrate its ability to utilize the assets. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Income tax expense consists of taxes payable for the period, withholding of income tax as mandated by the foreign jurisdiction in which the revenues are earned and the change during the period in deferred tax assets and liabilities. The Company has identified its federal tax return and its state tax return in New York as "major"“major” tax jurisdictions. Based on the Company'sCompany’s evaluation, it has concluded that there are no significant uncertain tax positions requiring recognition in the Company'sCompany’s unaudited condensed consolidated interim financial statements. The Company'sCompany’s evaluation was performed for the tax years ended 20132018 through 2016.2021. The Company believes that its income tax positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position.

Stock-Based Compensation - At September 30, 2017, Andrea did not have any authorized and unexpired stock-based employee compensation plans. However, it did have equity awards outstanding at September 30, 2017 pursuant to its expired 2006 Plan, which is described more fully in Note 7. Andrea accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation.” ASC 718 establishes accounting for stock-based awards exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s common stock options are estimated using the Black Scholes option-pricing model with the following assumptions: expected volatility, dividend rate, risk free interest rate and the expected life. The Company expenses stock-based compensation by using the straight-line method.

Use of Estimates - The preparation of unaudited condensed consolidated interim financial statements in conformity with accounting principles generally accepted in the United States of AmericaGAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated interim financial statements and the reported amounts of revenues and expenses during the reporting period.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most significant estimates, among other things, are used in accounting for allowances for bad debts, inventory valuation and obsolescence, product warranty, depreciation, deferred income taxes valuation allowance, expected realizable values for assets (primarily intangible assets), contingencies, revenue recognition as well as the recording and presentation of the Company’s convertible preferred stock.liquidity. Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the condensed consolidated interim financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions.


Recent Accounting Pronouncements - In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), (“ASU 2014-09”) which supersedes the revenue recognition requirements in ASC Topic 605, "Revenue Recognition," and most industry-specific guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in the ASU must be applied using one of two retrospective methods and are effective for annual and interim periods beginning after December 15, 2016. On July 9, 2015, the FASB modified ASU 2014-09 to be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. As modified, the FASB permits the adoption of the new revenue standard early, but not before the annual periods beginning after December 15, 2017. A public organization would apply the new revenue standard to all interim reporting periods within the year of adoption. The Company will evaluate the effects, if any, that adoption of this guidance will have on its financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). This standard is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under U.S. GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting.

The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, U.S. GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. The Company adopted ASU 2014-15 and management has made the appropriate evaluations and disclosures. The adoption of this standard did not have a material impact on the Company’s financial position and results of operations.

In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for fiscal years and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted. ASU 2015-17 may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively. The Company has adopted ASU 2015-17 and the adoption of this standard did not have a material impact on the Company’s financial position and results of operations.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company is currently evaluating the impact the adoption of this new standard will have on its financial statements.

In January 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). This standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of this new standard will have on its financial statements.

In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (“ASU 2016-08”). ASU 2016-08 maintains the core principles of Topic 606 on revenue recognition, but clarifies whether an entity is a principal or an agent in a contract and the appropriate revenue recognition principles under each of these circumstances. The amendments in ASU 2016-08 affect the guidance of ASU 2014-09 which is not yet effective. The Company will evaluate the effects, if any, that adoption of this guidance will have on its financial statements.


In March 2016, the FASB issued ASU No. 2016-09, “Compensation — Stock Compensation (Topic 718) — Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 includes provisions to simplify certain aspects related to the accounting for share-based awards and the related financial statement presentation. This ASU includes a requirement that the tax effect related to the settlement of share-based awards be recorded in income tax benefit or expense in the statements of earnings. This change is required to be adopted prospectively in the period of adoption. In addition, the ASU modifies the classification of certain share-based payment activities within the statements of cash flows and these changes are required to be applied retrospectively to all periods presented, or in certain cases prospectively, beginning in the period of adoption. The Company has adopted ASU 2016-09. The adoption of this standard did not have a material impact on the Company’s financial position and results of operations.

In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing” (“ASU 2016-10”). ASU 2016-10 maintains the core principles of Topic 606 on revenue recognition, but clarifies identification of performance obligations and licensing implementation guidance. The amendments in ASU 2016-10 affect the guidance of ASU 2014-09 which is not yet effective. The Company will evaluate the effects, if any, that adoption of this guidance will have on its financial statements.

In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606) - Narrow- Scope Improvements and Practical Expedients” (ASU 2016-12”). ASU 2016-12 maintains the core principles of Topic 606 on revenue recognition, but addresses collectability, sales tax presentation, noncash consideration, contract modifications at transition and completed contracts at transition. The amendments in ASU 2016-12 affect the guidance of ASU 2014-09 which is not yet effective. The Company will evaluate the effects, if any, that adoption of this guidance will have on its financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 provides financial statement readers more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The Company will evaluate the effects, if any, that adoption of this guidance will have on its financial statements.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. It is effective for annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact, if any, this guidance will have on its financial statements.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (230) – Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires an entity to include amounts described as restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2018. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations.

In December 2016, the FASB issued ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” (“ASU 2016-20”). ASU 2016-20 amends certain aspects of ASU 2014-09 and clarifies, rather than changes, the core revenue recognition principles in ASU 2014-09. It is effective for annual reporting periods beginning after December 15, 2018. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations.

Reclassifications - Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications did not have any effect on reported consolidated net (loss) income for the periods presented.

Subsequent Events - The Company evaluates events that occurred after the balance sheet date but before the unaudited condensed consolidated interim financial statements are issued. Based upon that evaluation, the Company, other than what is disclosed,except as described, did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated interim financial statements.


Note 3.Revenue Sharing, Note Purchase Agreement and Long-Term Debt

On December 24, 2014, the Company entered into an Amended and Restated Revenue Sharing and Note Purchase Agreement (the “Revenue Sharing Agreement”), with AND34 Funding LLC (“AND34”) (acting as the “Revenue Participants,” the “Note Purchasers,” and the “Collateral Agent”), which was retroactively effective as of February 14, 2014. Under the Revenue Sharing Agreement, the Company granted AND34 a perpetual predetermined share in the rights of the Company’s specified future revenues from patents (“Monetization Revenues”) currently owned by the Company (the “Patents”) in exchange for $3,500,000, which was originally recorded as an “Advance from Revenue Sharing Agreement” on the accompanying consolidated balance sheet and was fully repaid as of September 30, 2016. Under2016 and issued certain notes containing the terms offeatures described in the Revenue Sharing Agreement with AND34, Andrea issued and sold to AND34 Notes of $10,800,000(the “Notes”), which were repaid in 2016. AND34’s rights toIn 2016, 2017, 2019 and 2021, the Company’s Monetization Revenues (as defined in the Revenue Sharing Agreement) from the Patentsparties executed and the Notes are secured by the Patents. On August 10, 2016, Andrea and AND34 executedamended a Riderrider to the Revenue Sharing Agreement (“Rider”(the “Rider”) pursuant to which the parties agreed that Andrea would issue and sell to AND34 additional Notes up to an aggregate amount of $7,000,000, or such greater amount as AND34 may agree in its sole discretion, during the four-year period beginning on the date of execution of the Rider. In October 2017, Andrea and AND34 executed an amendment to the Rider to issue an additional $500,000 of additional Notes. Under the Rider, as amended, Andrea has agreed to issue and sell to AND34 additional Notes up to an aggregate amount of $7,500,000$11,500,000 (the “Additional Notes”), or such greater amount as AND34 may agree to in its sole discretion, during the four-year period beginning on the date of execution of the Rider.discretion. The Additional Notes willand related payment -in-kind (“PIK”) Interest have a maturity date of August 31, 2020.June 20, 2023. The proceeds of the Additional Notes will be used to pay certain expenses related to the Revenue Sharing Agreement and be used for expenses of the Company incurred in pursuing patent monetization. As of September 30, 2017,December 31, 2021, there was $6,000,000 and $83,548 in$2,024,422 of Additional Notes outstandingprincipal and $276,770 PIK interest, respectively.Interest outstanding. As of March 31, 2022, there was $2,094,422 of Additional Notes principal and $294,332 PIK Interest outstanding.


Any Monetization Revenues will first be applied 100% to the payment of accrued and unpaid interest on, and then to repay outstanding principal of, the Additional Notes. After the Additional Notes are paid in full, the Monetization Revenues will be allocated amongst the Revenue Participants and the Company in accordance with certain predetermined percentages (based on aggregate amounts received by the Revenue Participants) ranging from 50% to the Revenue Participants to ultimately 20% to the Revenue Participants. Monetization Revenues is defined in the Revenue Sharing Agreement to include, but is not limited to, amounts that the Company receives from third parties with respect to the Patents, which may include new license revenues, certain product revenue, payments and judgments. Monetization Revenues and associated expenses are included in the Company’s Patent Monetization Segment (See Note 8)9). For the three months ended September 30, 2017 there was approximately $6,000,000 of non-recurring monetization revenues recognized for patent licensing agreements. For the nine months ended September 30, 2017 and 2016 there was approximately $6,000,000 and $2,944,000, respectively, of non-recurring monetization revenues recognized for patent licensing agreements entered into during the respective period.

The Revenue Sharing Agreement contains many stipulations between the parties regarding the handling of various matters related to the monetization of the Patents. The Revenue Participants and the Company will account for thePatents including tax treatment as set forth in the Revenue Sharing Agreement.treatment. Following an Event of Default under the Revenue Sharing Agreement, the Note Purchasers and Revenue Participants may proceed to protect and enforce their rights by suit or other appropriate proceeding, either for specific performance or the exercise of any power granted under the Revenue Sharing Agreement or ancillary documents including the Additional Notes.

Note 4. Long-Term Debt

Long-term debt

     September 30,
2017
     December 31,
2016
Note Payable$     6,000,000$     1,400,000
PIK interest83,54810,153
Total long-term debt6,083,5481,410,153
Less: current maturities of long-term debt(5,999,000)-
Long-term debt, net of current maturities$84,548$1,410,153

The amount reported as “current maturities of long-term debt” reflects the amount expected to be paid within the next twelve months.

The unpaid principal amount of the Additional Notes (including any PIK Interest) havehas an interest rate equal to LIBOR (as defined in the Revenue Sharing Agreement) plus 2% per annum, (totaling 3% at September 30, 2017March 31, 2022 and December 31, 2016)2021); provided that upon and during the continuance of an Event of Default (as set forth in the Revenue Sharing Agreement), the interest rate will increase an additional 2% per annum. Pursuant to the Second Amendment to the Revenue Sharing Agreement, upon the occurrence of certain benchmark transition events, such LIBOR benchmark may be replaced with an alternative benchmark as described therein. Interest may be paid in cash at the option of the Company and otherwise shall be paid by increasing the principal amount of the Additional Notes by the amount of such interest (“PIK Interest”). The outstanding principal balance of the Additional Notes and all unpaid interest thereon will be paid within the next twelve months. The Company may prepay the Additional Notes from time to time in whole or in part, without penalty or premium. During the three months ended March 31, 2022 and year ended December 31, 2021, $70,000 and $140,000, respectively, of Additional Notes were issued to AND34. As of March 31, 2022, the remaining amount of Additional Notes that could be issued was $3,490,000, subject to certain restrictions and limitations outlined in the Revenue Sharing Agreement. Amounts reported as current maturities of long-term debt reflect amounts expected to be paid in the next twelve months.

On May 8, 2020, the Company entered into the PPP Loan First Draw, a SBA Note and Loan Agreement with HSBC Bank USA, N.A. pursuant to which the Company received loan proceeds of $142,775. While applying for the PPP Loan First Draw, the SBA advanced $8,000 of loan proceeds to the Company on April 30, 2020. The PPP Loan First Draw was made under, and is subject to the terms and conditions of, the PPP. The term of the PPP Loan First Draw was two years with a maturity date of May 8, 2022 and contained a favorable fixed annual interest rate of 1.00%. Under the terms of the CARES Act, recipients can apply for and receive forgiveness for all or a portion of loans granted under the PPP. Such forgiveness is determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”), and on the maintenance of employee and compensation levels during the eight-week period following the funding of the PPP Loan First Draw. The Company used the proceeds of the PPP Loan First Draw for Qualifying Expenses. In January 2021, $142,775 and $866 of accrued interest from the PPP Loan First Draw were forgiven. In April 2021, the initial advance of $8,000 and $87 of accrued interest was also forgiven.

On July 13, 2020, the Company entered into the SBA Loan pursuant to which the Company received loan proceeds of $150,000. The SBA Loan was made under, and is subject to, the terms and conditions of, the Economic Injury Disaster Loan Program, which was a program expanded for COVID-19 relief under the CARES Act and is administered by the SBA. The term of the SBA Loan is thirty (30) years with a maturity date of July 13, 2050 and the annual interest rate of the SBA Loan is a fixed rate of 3.75%. Under the terms of the CARES Act, the use of loan proceeds for the SBA Loan is limited to alleviating economic injury caused by the COVID-19 pandemic. The Company has used the proceeds of the SBA Loan for such purpose.

On February 5, 2021, the Company entered into the PPP Loan Second Draw, a SBA Note and Loan Agreement with HSBC Bank USA, N.A. pursuant to which the Company received loan proceeds of $142,777. The PPP Loan Second Draw was made under, and is subject to the terms and conditions of, the PPP. The Company used the proceeds of the PPP Loan Second Draw for Qualifying Expenses. In September 2021, $142,777 and accrued interest of $841 were forgiven.

Long-term debt

  March 31,  December 31, 
  2022  2021 
Additional Notes $2,094,422  $2,024,422 
PIK interest  294,332   276,770 
SBA Loan with accrued interest  155,823   154,451 
Total long-term debt  2,544,577   2,455,643 
Less: current maturities of long-term debt  (4,386)  (4,386)
Long-term debt, net of current maturities $2,540,191  $2,451,257 


Note 4.5. Series C Redeemable Convertible Preferred Stock

The Series C Convertible Preferred Stock had a stated value of $10,000 plus a $1,671 increase in the stated value, which sum is convertible into Common StockAndrea’s common stock at a conversion price of $0.2551. The shares of Series C Convertible Preferred Stock are subject to antidilutionanti-dilution provisions, which are triggered in the event of certain stock splits, recapitalizations, or other dilutive transactions. In addition, issuances of common stock at a price below the conversion price of $0.2551, or the issuance of warrants, options, rights, or convertible securities which have an exercise price or conversion price less than that conversion price, other than for certain previously outstanding securities and certain “excluded securities” (as defined in theAndrea’s certificate of amendment), require the adjustment of the conversion price to that lower price at which shares of common stock have been issued or may be acquired. In the event that Andrea issues securities in the future which have a conversion price or exercise price which varies with the market price and the terms of such variable price are more favorable than the conversion price in the Series C Convertible Preferred Stock, the purchasers may elect to substitute the more favorable variable price when making conversions of the Series C Convertible Preferred Stock.

As of September 30, 2017,March 31, 2022, there were 33.32689911.469249 shares of Series C Convertible Preferred Stock outstanding, which were convertible into 1,524,758524,736 shares of Common StockAndrea’s common stock and had remaining accrued dividends of $55,697.$19,168.

Note 5.6. Series D Redeemable Convertible Preferred Stock

The Series D Convertible Preferred Stock is convertible into Common StockAndrea’s common stock at a conversion price of $0.25 per share. The shares of Series D Convertible Preferred Stock are also subject to antidilutionanti-dilution provisions, which are triggered in the event of certain stock splits, recapitalizations, or other dilutive transactions. In addition, issuances of common stock at a price below the conversion price then in effect (currently $0.25), or the issuance of warrants, options, rights, or convertible securities which have an exercise price or conversion price less than that conversion price, other than for certain previously outstanding securities and certain “excluded securities” (as defined in theAndrea’s certificate of amendment), require the adjustment of the conversion price to that lower price at which shares of common stock have been issued or may be acquired. In the event that Andrea issues securities in the future which have a conversion price or exercise price which varies with the market price and the terms of such variable price are more favorable than the conversion price in the Series D Convertible Preferred Stock, the purchasers may elect to substitute the more favorable variable price when making conversions of the Series D Convertible Preferred Stock. In addition, the Company is required to use its best efforts to secure the inclusion for quotation on the Over the Counter Bulletin Board for the common stock issuable under the Series D Convertible Preferred Stock and to arrange for at least two market makers to registerregistered with the Financial Industry Regulatory Authority. In the event that the holder of the Series D Convertible Preferred Stock and related warrants is unable to convert these securities into Andrea Common Stock, the Company shall pay to each such holder a Registration Delay Payment.Payment (as such term is defined in its certificate of amendment). This payment is to be paid in cash and is equal to the product of (i) the stated value of such shares of Series D Convertible Preferred SharesStock multiplied by (ii) the product of (1) .0005 multiplied by (2) the number of days that sales cannot be made pursuant to the Registration Statement (excluding any days during that may be considered grace periods as defined by the Registration Rights Agreement).

As of September 30, 2017,March 31, 2022, there were 907,144 shares of Series D Convertible Preferred Stock outstanding which were convertible into 3,628,576 shares of Common Stock.Andrea’s common stock.

Note 6.7. Commitments And Contingencies

Operating Leases

In May 2015, Andrea entered into a lease

The Company accounts for its current corporate headquarters locatedleases in Bohemia, New York, where Andrea leases space for research and development, sales and executive offices from an unrelated party.accordance with Topic 842. The lease is for approximately 3,000 square feet and expires in October 2020. Rent expense under thisCompany’s operating lease was $8,470portfolio includes corporate offices, information technology (IT) equipment, and $8,176 for the three months ended September 30, 2017 and September 30, 2016, respectively. Rent expense under thisautomobiles with remaining lease terms of 1 year to 4 years. Operating lease ROU assets are presented within other assets. The current portion of operating lease liabilities are presented within trade accounts payable and other current liabilities, and the non-current portion of operating lease liabilities are presented separately on the accompanying condensed consolidated balance sheet.

Supplemental balance sheet information related to leases was $25,031 and $24,170 for the nine months ended September 30, 2017 and September 30, 2016, respectively. The monthly rent under this lease is $2,823 with annual escalations of 3.5%.as follows:

  March 31,  December 31, 
  2022  2021 
ROU assets $144,394  $156,626 
         
Lease liabilities current $37,642  $39,909 
Lease liabilities payable non-current  110,373   119,886 
Total operating lease liabilities $148,015  $159,795 
         
Weighted-average remaining lease term  44 months   47 months 
Weighted-average discount rate  3.8%  3.8%


As of September 30, 2017, the minimum futureMarch 31, 2022, maturities of operating lease payments under this lease and all other noncancellable operating leases areliabilities were as follows:

2017 (October 1 – December 31)     $     15,333
201862,119
201957,529
202035,787
Total$170,768


2022 (April 1 – December 31) $31,836 
2023  42,389 
2024  43,743 
2025  40,344 
Total  158,312 
Less: interest  (10,297)
Total Lease Payments $148,015 

Employee Related Agreements

In August 2014, the Company entered into an employment agreement with Mr. Andrea.Andrea, which was subsequently amended several times, most recently on January 31, 2022. The effective date of the original employment agreement was August 1, 2014 and as amended for extension of its term, it currently expireswill expire on JanuaryJuly 31, 2018,2022, subject to renewal as approved by the Compensation Committee of the Board of Directors. Pursuant to his amended employment agreement, Mr. Andrea receiveswill receive an annual base salary of $300,000.$216,000. The employment agreement provides for quarterly bonuses equal to 5% of the Company’s pre-bonus net after tax quarterly earnings for a total quarterly bonus amount not to exceed $12,500; and annual bonuses equal to 9% of the Company’s annual pre-bonus net after tax earnings in excess of $300,000 up to $3,000,000, and 3% of the Company’s annual pre-bonus adjusted net after tax earnings in excess of $3,000,000. Adjustments to net after tax earnings shall be made to remove the impact of change in recognition of accumulated deferred tax asset value.value and any income recognized from forgiveness of debt or tax credits received relating to the CARES Act. All bonuses shall be payable as soon as the Company’s cash flow permits. All bonus determinations or any additional bonus in excess of the above will be made in the sole discretion of the Compensation Committee. Under certain circumstances, Mr. Andrea is also entitled to a change in control payment equal to three timestwelve months of Mr. Andrea’s most recent base salary plus a pro-rated portion of Mr. Andrea’s most recent annual and four quarterly bonuses paid immediately preceding the three year averagechange of the cash incentive compensation paid or accrued as of the date of termination,control, continuation of health and medical benefits for three yearstwelve months and immediate vesting of all stock options in the event of a change in control during the term of his agreement and subsequent termination of his employment within two yearstwelve months following the change of control. In the event of his termination without cause or resignation with the Company’s consent, Mr. Andrea is entitled to a severance payment equal to ninetwo months of his base salary, plus the ninetwo months proratedpro-rated portion of his most recent annual and quarterly bonuses, payment of $12,500 (the un-paid bonus for the quarter ended September 30, 2017) and a continuation of health insurance coverage for Mr. Andrea his spouse and his dependents for 126 months. At September 30, 2017,March 31, 2022, the future minimum cash commitments under this agreement aggregate $100,000.$72,000.

In

On November 1999, as amended August11, 2008, the Company entered into aan amended and restated change in control agreement with theCorisa L. Guiffre, Vice President, Chief Financial Officer Corisa L. Guiffre. Thisand Assistant Corporate Secretary of the Company. The change in control agreement provides forMs. Guiffre with a severance benefit upon termination in connection with a change in control payment(as defined in the agreement). If Ms. Guiffre is terminated following a change in control, the Company will pay Ms. Guiffre a sum equal to three times herMs. Guiffre’s average annual compensation for the five preceding taxable years, with continuation of healthyears. All restrictions on any restricted stock will lapse immediately and medical benefits for three yearsincentive stock options and stock appreciation rights, if any, will become immediately exercisable in the event of a change in control of the Company, as defined inCompany. Additionally, life, medical, dental and disability coverage and payments will be continued for 36 full calendar months following the agreement, and subsequent terminationdate of employment other than for cause.termination.

Legal Proceedings

In December 2010, Audrey Edwards, Executrix of the Estate of Leon Leroy Edwards, filed a lawsuit in the Superior Court of Providence County, Rhode Island, against 3M Company and over 90 other defendants, including the Company, alleging that the Company processed, manufactured, designed, tested, packaged, distributed, marketed or sold asbestos containing products that contributed to the death of Leon Leroy Edwards. The Company received service of process in April 2011. The Company has retained legal counsel and has filed a response to the compliant. The Company believes the lawsuit is without merit and has filed a Motion for Summary Judgment to that affect. Accordingly, the Company does not believe the lawsuit will have a material adverse effect on the Company’s financial position or results of operations.

In September 2016, the Company filed a Complaint with the United States International Trade Commission (“ITC”), alleging patent infringement against Apple Inc. (“Apple”) and Samsung Electronics Co., Ltd. and Samsung Electronics America, Inc. (together, “Samsung”), and requesting injunctive relief. An ITC investigation was instituted on October 19, 2016. Apple and Samsung answered the Company’s Complaint on November 21, 2016. Andrea and Samsung settled all of their current disputes on August 16, 2017 by entering into a Settlement Agreement and a Patent License Agreement. Andrea and Samsung moved to terminate the investigation with respect to Samsung based on these agreements on August 17, 2017, and the presiding ITC Administrative Law Judge (“ALJ”) granted the motion on August 22, 2017. The ITC affirmed the ALJ’s ruling on September 13, 2017, terminating Samsung from the investigation. The evidentiary hearing was held between Andrea and Apple on August 21-24, 2017, before the ALJ. The ALJ issued her initial determination on October 26, 2017. The ALJ ruled that (1) Andrea does not have standing to pursue the investigation as the sole complainant, (2) Apple does not literally infringe Andrea’s asserted patent, (3) the asserted patent is valid and enforceable, and (4) Andrea does not have a domestic industry pursuant to ITC law. The ALJ also recommended that, if Andrea does ultimately prove a violation of the relevant statute by Apple, the ITC should issue Andrea’s requested remedies of a limited exclusion order and cease and desist order against Apple, but delay their implementation by 3 months to one year. Andrea notified the ITC that it appeals the ALJ’s unfavorable rulings on standing, non-infringement, domestic industry, and delayed implementation of the requested remedies on November 8, 2017. The Company intends to vigorously prosecute its appeal at the ITC.

Also in September 2016, the Company filed complaintscomplaint with the United States District Court for the Eastern District of New York, alleging patent infringement against Apple and Samsung,Inc. (“Apple”) and requesting monetary and injunctive relief. Andrea also dismissed itsrelief (the “New York Litigation”). The New York Litigation was stayed pending final disposition of a parallel case against Samsung on September 13, 2017 based onthat the aforementioned Settlement Agreement and a Patent License Agreement. The caseCompany filed against Apple remains stayed pendingwith the United States International Trade Commission (“ITC”). The ITC’s final outcomedecision finding that Apple did not violate the ITC’s statute was issued on March 22, 2018. Apple informed the New York judge of this final decision on May 30, 2018. The ITC’s final decision does not affect Andrea’s right to continue prosecuting the Company’s litigation at the ITC against Apple.New York Litigation.

In January 2017, Apple filed four (4) petitions for inter partes review (“IPR”) of the AndreaCompany’s patents asserted in the ITC and District Court litigation proceedingsNew York Litigation with the United States Patent and Trademark Office (PTO)(“PTO”). AndreaThe Company filed its Patent Owner’s Preliminary Response in two of these IPR proceedings on May 1, 2017. The PTO instituted the four IPR proceedings requested by Apple on July 24, 2017. AndreaThe Company filed its Patent Owner’s Response in two of these IPR proceedings on November 7, 2017. Oral argument in these two IPR proceedings occurred on April 25, 2018. On July 12, 2018, the PTO issued its final written decisions in those two IPR proceedings, ruling that claims 6-9 of the Company’s U.S. Patent No. 6,363,345 remain valid and enforceable after the PTO’s review. On September 13, 2018, Apple filed its Notice of Appeal of that ruling to the United States Court of Appeals for the Federal Circuit (the “Federal Circuit”). Apple filed its Appeal Brief with the Federal Circuit on January 31, 2019. The Company filed its Response to Apple’s Appeal Brief on March 12, 2019. The Federal Circuit held an oral argument on October 1, 2019. On February 7, 2020, the Federal Circuit issued its decisions on Apple’s appeals. The Federal Circuit affirmed the PTO’s findings in one of the ongoing IPRs. In the other ongoing IPR, the Federal Circuit partly affirmed the PTO’s findings, but also partly vacated the PTO’s findings, and remanded the case back to the PTO for further proceedings. On remand of the ongoing IPR, on October 28, 2020, the PTO found that claims 6-9 of the Company’s U.S. Patent No. 6,363,345 are invalid. The Company has appealed this decision to the Federal Circuit. The Company filed its Appeal Brief with the Federal Circuit on February 26, 2021. Apple filed its Response to the Company’s Appeal Brief on May 7, 2021. The Company filed its Reply to Apple’s Response to the Company’s Appeal Brief on June 11, 2021. Oral argument before the Federal Circuit occurred on December 8, 2021. On April 22, 2022, the Federal Circuit issued its decision on the Company’s appeal, which partially affirmed the PTO’s findings, but also partially vacated the PTO’s findings, and remanded the case back to the PTO for further proceedings. The parties are now awaiting the PTO’s further decision.


The New York Litigation is stayed pending the final outcome of Apple’s IPR proceedings against the Company’s U.S. Patent No. 6,363,345.

Andrea intends to vigorously defend its patents in these PTOprosecute the New York Litigation and the ongoing IPR proceedings.


Note 7.8. Stock Plans and Stock Based Compensation

In August 2019, the Board adopted the Andrea Electronics Corporation 2019 Equity Compensation Plan (“2019 Plan”), which was subsequently approved by the shareholders on October 24, 2019. The 2019 Plan authorizes the granting of awards, the exercise of which would allow up to an aggregate of 10,000,000 shares of Andrea’s common stock to be acquired by the holders of those awards. Awards can be granted to key employees, officers, directors and consultants. No awards have been granted under the 2019 Plan.

In October 2006, the Board adopted the Andrea Electronics Corporation 2006 Equity Compensation Plan (“2006 Plan”), which was subsequently approved by the shareholders. The 2006 Plan, as amended, authorized the granting of awards, the exercise of which would allow up to an aggregate of 18,000,000 shares of Andrea’s Common Stock to be acquired by the holders of those awards. Awards could be granted to key employees, officers, directors and consultants. As the 2006 Plan has expired, on November 16, 2016 and no further awards will be granted under the 2006 Plan.

Awards previously granted under the 2006 Plan prior to the expiration of the 2006 Plan remain subject to the terms of such 2006 Plan.

The stock option awards granted under this planthe 2006 Plan have been granted with an exercise price equal to the market price of the Company’s stock at the date of grant;grant with vesting periods of up to four years and 10-year contractual terms. The fair values of each stock option grant isare estimated on the date of grant using the Black-Scholes option-pricing model that uses the weighted-average assumptions noted in the following table. Expected volatilities are based on implied volatilities from historical volatility of the Company’s stock. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

As the 2006 Plan expired November 16, 2016, there were no options granted during the three or nine months ended September 30, 2017. There were also no options granted during the three or nine months ended September 30, 2016.

Option activity during the ninethree months ended September 30, 2017March 31, 2022 is summarized as follows:

    Options OutstandingOptions Exercisable
Options
Outstanding
    Weighted
Average
Exercise
Price
    Weighted
Average
Fair
Value
    Weighted
Average
Remaining
Contractual
Life
    Options
Exercisable
    Weighted
Average
Exercise
Price
    Weighted
Average
Fair
Value
    Weighted
Average
Remaining
Contractual
Life
At January 1, 201717,369,820$     0.07$     0.074.59 years12,672,230$     0.08$     0.082.79 years
Forfeited(3,840)$0.08$0.08
Canceled(2,202,979)$0.11$0.09
At September 30, 201715,163,001$0.07$0.074.40 years10,836,051$0.08$0.072.64 years

   Options Outstanding   Options Exercisable 
  Options
Outstanding
  

Weighted
Average
Exercise

Price

  

 

Weighted
Average
Fair

Value

  

Weighted
Average
Remaining
Contractual

Life

  Options
Exercisable
  

Weighted
Average
Exercise

Price

  

 

Weighted
Average
Fair

Value

  

Weighted
Average
Remaining
Contractual

Life

 
At January 1, 2022  6,301,500  $0.06  $0.06   3.98 years   6,301,500  $0.06  $0.06   3.98 years 
                                 
At March 31, 2022  6,301,500  $0.06  $0.06   3.74 years   6,301,500  $0.06  $0.06   3.74 years 

During the three months ended March 31, 2022, no options vested, nor were any options exercised or forfeited. Based on the September 30, 2017,March 31, 2022 fair market value of the Company’s common stock of $0.08$0.03 per share, thethere is no aggregate intrinsic value for the 15,163,0016,301,500 options outstanding and 10,836,051 shares exercisable is $313,400 and $202,060, respectively.exercisable.

Total

There was no compensation expense recognized related to stock option awards was $33,207 and $14,884 for the three months ended September 30, 2017 and 2016, respectively. In the accompanying condensed consolidated statement of operations for the three months ended September 30, 2017, $28,029 of compensation expense is included in general, administrative and selling expenses and $5,178 of compensation expense is included in research and development expenses. In the accompanying condensed consolidated statement of operations for the three months ended September 30, 2016, $12,067 of compensation expense is included in general, administrative and selling expenses and $2,817 of compensation expense is included in research and development expenses.

Total compensation expense recognized related to stock option awards was $101,364 and $49,372 for the nine months ended September 30, 2017 and 2016, respectively. In the accompanying condensed consolidated statement of operations for the nine months ended September 30, 2017, $86,437 of compensation expense is included in general, administrative and selling expenses and $14,927 of compensation expense is included in research and development expenses. In the accompanying condensed consolidated statement of operations for the nine months ended September 30, 2016, $40,921 of compensation expense is included in general, administrative and selling expenses and $8,451 of compensation expense is included in research and development expenses.

March 31, 2022 or 2021. As of September 30, 2017,March 31, 2022, there was $91,130 of totalwere no unvested shares or unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the 2006 Plan which is expected to be recognized over the weighted-average period of 1.00 year. Specifically, this unrecognized compensation cost is expected to be recognized during 2017, 2018 andor 2019 in the amounts of $23,331, $49,453 and $18,346, respectively.Plans.


Note 8.9. Segment Information

Andrea follows the provisions of ASC 280 “Segment Reporting.” Reportable operating segments are determined based on Andrea’s management approach. The management approach, as defined by ASC 280, is based on the way that the chief operating decision-maker organizes the segments within an enterprise for making operating decisions and assessing performance. While Andrea’s results of operations are primarily reviewed on a consolidated basis, the chief operating decision-maker also manages the enterprise in two2 segments: (i) Patent Monetization and (ii) Andrea DSP Microphone and Audio Software Products. Patent Monetization includes Monetization Revenues (as defined in our Amended and Restated Revenue Sharing Agreement). Andrea DSP Microphone and Audio Software Products primarily include products based on the use of some, or all, of the following technologies: Andrea Digital Super Directional Array microphone technology (“DSDA”), Andrea Direction Finding and Tracking Array microphone technology (“DFTA”), Andrea PureAudio noise filtering technology, and Andrea EchoStop, an advanced acoustic echo cancellation technology.


The following represents selected unaudited condensed consolidated interim financial information for Andrea’s segments for the three and nine-monthmonth periods ended September 30, 2017March 31, 2022 and 2016.2021 and the fiscal year ended December 31, 2021.

2017 Three Month Segment Data     Patent
Monetization
     Andrea DSP
Microphone and
Audio Software
Products
     2017 Three Month
Segment Data
Net product revenues$     -$     277,113$     277,113
License revenues6,003,70926,8526,030,561
Operating income (loss)5,552,626(202,934)5,349,692
Depreciation and amortization5,85012,41118,261
Assets331,0208,039,1598,370,179
Property and equipment and intangibles144,559204,238348,797
Purchases of patents and trademarks3,0773,0776,154
Purchases of property and equipment-3,6963,696
 
2016 Three Month Segment DataPatent
Monetization
Andrea DSP
Microphone and
Audio Software
Products
2016 Three Month
Segment Data
Net product revenues$-$117,870$117,870
License revenues61144,39945,010
Operating loss(388,573)(254,856)(643,429)
Depreciation and amortization6,07011,81717,887
Purchases of patents and trademarks491490981
 
December 31, 2016 Year End Segment DataPatent
Monetization
Andrea DSP
Microphone and
Audio Software
Products
2016 Year End
Segment Data
Assets$673,295$     2,973,007$3,646,302
Property and equipment and intangibles154,945218,560373,505
 
2017 Nine Month Segment DataPatent
Monetization
Andrea DSP
Microphone and
Audio Software
Products
2017 Nine Month
Segment Data
Net product revenues$-$460,912$460,912
License revenues6,004,72668,6096,073,335
Operating income (loss)153,761(899,588)(745,827)
Depreciation and amortization17,87035,83253,702
Purchases of patents and trademarks7,4847,48414,968
Purchases of property and equipment-14,02614,026
 
2016 Nine Month Segment DataPatent
Monetization
Andrea DSP
Microphone and
Audio Software
Products
2016 Nine Month
Segment Data
Net product revenues$-$         357,721$            357,721
License revenues2,947,319197,3793,144,698
Operating income (loss)712,742(857,764)(145,022)
Depreciation and amortization18,19535,84354,038
Purchases of patents and trademarks5,3415,34010,681

2022 Three Month Segment Data Patent
Monetization
  Andrea DSP
Microphone and
Audio Software
Products
  2022 Three Month
Segment Data
 
Net product revenues $- ��$509,468  $509,468 
License revenues  38   1,080   1,118 
Operating loss  (66,562)  (7,328)  (73,890)
Depreciation and amortization  4,518   7,748   12,266 
Assets  214,569   912,790   1,127,359 
Total long lived assets  92,582   280,801   373,383 
Purchases of property and equipment  -   2,294   2,294 

2021 Three Month Segment Data Patent
Monetization
  Andrea DSP
Microphone and
Audio Software
Products
  2021 Three
Month Segment
Data
 
Net product revenues $-  $423,215  $423,215 
License revenues  84   3,185   3,269 
Operating loss  (84,146)  (45,631)  (129,777)
Depreciation and amortization  3,759   5,415   9,174 
Payments for patents and trademarks  180   180   360 

December 31, 2021 Year End Segment Data Patent
Monetization
  Andrea DSP
Microphone and
Audio Software
Products
  2021 Year End
Segment Data
 
Assets $188,717  $949,727  $1,138,444 
Total long lived assets  97,100   298,487   395,587 


Management assesses non-operating income statement data on a consolidated basis only. International revenues are based on the country in which the end-user is located. For the three-month periods ended September 30, 2017March 31, 2022 and 20162021, total revenues by geographic area were as follows:

Geographic Data     September 30,
2017
     September 30,
2016
Total revenues:
United States$     231,907$     107,820
Foreign(1)6,075,76755,060
$6,307,674$162,880

Geographic Data March 31,
2022
  March 31,
2021
 
Total revenues:        
United States $398,038  $247,514 
Foreign(1)  112,548   178,970 
  $510,586  $426,484 

__________________________

____________________

(1)

(1)

Net revenues to Koreaany one foreign country did not exceed 10% for the three months ended March 31, 2022. Net revenues to India represented 95%20% of total net revenues for the three months ended September 30, 2017. Net revenues to People’s Republic of China represented 25% of total net revenues for the three months ended September 30, 2016.

March 31, 2021.

For the nine-month periods ended September 30, 2017 and 2016 total revenues by geographic area were as follows:

Geographic Data     September 30,
2017
     September 30,
2016
Total revenues:
United States$     374,194$     1,639,466
Foreign(1)6,160,0531,862,953
$6,534,247$3,502,419

____________________

(1)

Net revenues to Korea represented 92% of total net revenues for the nine months ended September 30, 2017. Net revenues to Israel represented 37% of total net revenues for the nine months ended September 30, 2016.

As of September 30, 2017March 31, 2022 and December 31, 2016,2021, accounts receivable by geographic area were as follows:

Geographic Data     September 30,
2017
     December 31,
2016
Accounts receivable:
United States$     173,470$     35,268
Foreign80,65034,714
$254,120$69,982

Note 9.Sale of Andrea Anti-Noise Products Division

Geographic Data March 31,
2022
  December 31,
2021
 
Accounts receivable:        
United States $93,721  $134,695 
Foreign  140,778   101,643 
  $234,499  $236,338 

On April 2, 2015, Andrea Electronics Corporation consummated the transactions contemplated by the Asset Purchase Agreement, by and between Andrea Electronics Corporation and Andrea Communications LLC dated March 27, 2015. Under the Asset Purchase Agreement, the Company sold its Anti-Noise Products Division (the “Division”) and certain related assets for a selling price of $900,000 which included a cash payment of $300,000 and a note receivable of $600,000 paid in 18 equal monthly installments of $34,757 including interest at a rate of 3.25% per annum beginning in October 2015. The note receivable was paid in full in March 2017. Accordingly, the results of operations, the assets and liabilities of the Division are presented as discontinued operations for both current and prior periods.

The following table reflects the results of the discontinued operations of the Division’s business segment for the three and nine months ended September 30, 2017 and 2016 and as of September 30, 2017 and December 31, 2016, respectively:

     For the Three Months Ended     For the Nine Months Ended
September 30,
2017
     September 30,
2016
September 30,
2017
     September 30,
2016
Operations
Net Revenues$     -$     3,667$     16,728$     72,027
Cost of Sales-3,66716,72872,027
             
Gross margin----
             
Income from Discontinued Operations$-$-$-$-



     September 30,
2017
     December 31,
2016
Assets
Accounts Receivable, net$     -$     36,995
Inventories, net-26,304
 
Assets from Discontinued Operations$-$63,299
 
Liabilities
Other current liabilities-14,700
       
Liabilities from Discontinued Operations$-$14,700

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We design, develop and manufacture state-of-the-art digital microphone products and noise reduction software that facilitate natural language and human/machine interfaces. Our technologies eliminate unwanted background noise to enable the optimum performance of various speech-based and audio applications. We are incorporated under the laws of the State of New York and have been engaged in the electronic communications industry since 1934. Our patented and patent-pending digital noise canceling technologies enable a speaker to be at a distance from the microphone (we refer to this capability as “far-field” microphone use), and free the speaker from having to use a close talking microphone. We believe that the strength of our intellectual property rights will beare important to the success of our business. We utilize patent and trade secret protection, confidentiality agreements with customers and partners, disclosure and invention assignment agreements with employees and consultants and other contractual provisions to protect our intellectual property and other proprietary information. As part of our Patent Monetization efforts, we plan to license specific, custom designs to our customers, charging royalties at a fixed amount per product or a percentage of sales, and we intend to vigorously defend and monetize our intellectual property through licensing arrangements and, where necessary, enforcement actions against those entities using our patented solutions in their products.

Our Critical Accounting Policies

Our unaudited condensed consolidated interim financial statements and the notes to our unaudited condensed consolidated interim financial statements contain information that is pertinent to management'smanagement’s discussion and analysis. The preparation of unaudited condensed consolidated interim financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. On a continual basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results may vary from these estimates and assumptions under different and/or future circumstances. Our significant accounting policies are described in Note 2 of the Notesnotes to Consolidated Financial Statementsthe audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.2021. A discussion of our critical accounting policies and estimates are also included in Management’s Discussion and Analysis or PlanNote 2. Summary of OperationSignificant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2016.notes to condensed consolidated interim financial statements are included elsewhere in this report. Management has discussed the development and selection of these policies with the Audit Committee of the Company’s Board of Directors, and the Audit Committee of the Board of Directors has reviewed the Company’s disclosures of these policies. There have been no material changes to the critical accounting policies or estimates to be disclosed in this Quarterly Report since being reported in the Management’s Discussion and Analysis section of the Annual Report on Form 10-K for the year ended December 31, 2016.2021.

Cautionary Statement Regarding Forward-Looking Statements

This report contains forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to:

our assumptions, estimates and beliefs regarding the possible effects of the COVID-19 pandemic on general economic conditions, public health and consumer demand, and the Company’s results of operations, liquidity, capital resources and general performance in the future;

our ability to obtain financing, including the possible impact of COVID-19 and the limitations in the Revenue Sharing Agreement;

our limited cash and our history of losses;

our ability to achieve profitability;


our ability to continue as a going concern;

whether we obtain market acceptance and effectively commercialize our products;

the adequacy of protections afforded to us by the patents that we own and the cost of maintaining, enforcing and deeding our patents;

receiving an unfavorable ruling in our current litigation proceedings, which may adversely affect our business, results of operations and financial condition;

changes in economic, competitive, governmental, technological and other factors that may affect our business (including component costs) and prospects. prospects;

our success at managing the risks involved in the foregoing items; and

other factors discussed in this report and our other filings with the SEC.

Additional factors are discussed below under “Risk Factors” and in Part I,“Item 1A – Risk Factors”in the Company’s Annual Report on Form 10-K for the year ended December 31, 20162021 and under Part II, “Item 1A — Risk Factors” in the Company’s quarterly reports on Form 10-Q. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.


Results Of Operations

Three and Nine Months ended September 30, 2017March 31, 2022 compared to the Three and Nine Months ended September 30, 2016March 31, 2021

Total Revenues

For the Three Months Ended
September 30,
%For the Nine Months Ended
September 30,
%
     2017     2016     Change     2017     2016     Change     
Patent Monetization revenues
License revenues$     6,003,709$     611982,504$     6,004,726$     2,947,319104(a)
Total Patent Monetization revenues6,003,709611982,5046,004,7262,947,319104
                     
Andrea DSP Microphone and Audio Software Product revenues
Revenue from automotive array microphone products8,29817,105(51)37,35036,9651(b)
Revenue from OEM array microphone products207,73186,453140278,038168,33565(c)
Revenue from customized digital products52,74611,710350128,766123,4904(d)
All other Andrea DSP
Microphone and Audio Software Product revenues  8,338  2,602 220   16,758  28,931      (42) (e)
License revenues26,85244,399(40)68,609197,379(65)(f)
Total Andrea DSP Microphone and Audio Software Products revenues303,965162,26987529,521555,100(5)
                     
Total revenues$6,307,674$162,8803,773$6,534,247$3,502,41987

  For the Three Months Ended
March 31,
      
  2022  2021  % Change   
Patent Monetization revenues              
License revenues $38  $84   (55)  
Total Patent Monetization revenues  38   84   (55)  
               
Andrea DSP Microphone and Audio Software Products revenues              
Revenue from automotive array microphone products  68,099   80,178   (15) (a)
Revenue from OEM array microphone products  340,500   263,824   29 (b)
Revenue from customized digital products  37,560   64,273   (42) (c)
All other Andrea DSP Microphone and Audio Software Products revenues  63,309   14,940   324 (d)
License revenues  1,080   3,185   (66)  
Total Andrea DSP Microphone and Audio Software Products revenues  510,548   426,400   20   
               
Total revenues $510,586  $426,484   20   

(a)

The approximate $6,003,000 and $3,057,000 increases in license revenues for the three and nine months ended September 30, 2017, respectively, compared to the three and nine months ended September 30, 2016 are the result of non-recurring revenue recognized for patent licensing agreements entered into during the three months ended September 30, 2017 and March 31, 2016.

(b)

The approximate $9,000$12,000 decrease in sales ofrevenues from automotive array microphone products for the three months ended September 30, 2017March 31, 2022, as compared to the same period in 2021, is the result of timing of product sales to integrators of public safety and mass transit vehicle solutions, compared to the three months ended September 30, 2016.

solutions.

(c)(b)

The approximate $121,000 and $110,000 increases$77,000 increase in revenues from OEM array microphone products for the three and nine months ended September 30, 2017, respectively, compared to the three and nine months ended September 30, 2016 are primarily the result of securing additional integrators of commercial product audio solutions.

(d)

The increases of approximately $41,000 and $5,000 for the three and nine months ended September 30, 2017, respectively,March 31, 2022, as compared to the same periodsperiod in 20162021, is primarily the result of sales to new customers that are integrating our commercial product audio solutions.


(c)The decrease of approximately $27,000 in customized digital products revenue for the three months ended March 31, 2022, as compared to the same period in 2021, are related to the timing of purchases from an OEM customer for a customized digital product.

(e)(d)

The approximate $6,000 increase and $12,000 decreaseof approximately $48,000 in revenues of all other Andrea DSP Microphone and Audio Software product revenuesProducts for the three and nine months ended September 30, 2017, respectively,March 31, 2022, as compared to the same periodsperiod in 2016 are related to timing of product demand for all other Andrea DSP Microphone and Audio Software products.

(f)

The $18,000 and $129,000 decreases in license revenues are a2021, is primarily the result of decreasesincreased revenues of royalties for the threespeaker and nine month periods ended September 30, 2017 as comparedamplifier kits, a new addition to the three and nine month periods ended September 30, 2016.

our overall audio solutions.

Cost of Product Revenues

Cost of product revenues as a percentage of total revenues for the three months ended September 30, 2017March 31, 2022 and 20162021 was 1%26% and 195%, respectively. Cost of revenues as a percentage of total revenues for the nine months ended September 30, 2017 and 2016 was 2% and 11%24%, respectively. There was no cost of product revenues associated with the Patent Monetization revenues of $6,003,709$38 and $6,004,726$84 for the three and nine months ended September 30, 2017. There was $289,463 ofMarch 31, 2022 and 2021, respectively. This increase in cost of revenues associated with the Patent Monetization revenues of $2,947,319 for the nine months ended September 30, 2016. The cost of revenue is the result of Patent Monetization revenues only being shared with Revenue Participants upon the repayment of all outstanding notes and accrued interest and the Advance from Revenue Sharing Agreement. The cost ofproduct revenues as a percentage of total revenues for the three months ended September 30, 2017 for Andrea DSP Microphone and Audio Software Products was 26% compared to 18% for the three months ended September 30, 2016. The cost of revenues as a percentage of total revenues for the nine months ended September 30, 2017 for Andrea DSP Microphone and Audio Software Products was 27% compared to 18% for the nine months ended September 30, 2016. These changes are primarily the result of the increased component costs because of supply chain issues as well as the product mix described in “Total Revenues” above.

Patent Monetization Expenses

Patent monetization expenses for the three months ended September 30, 2017March 31, 2022 increased 3,313%2% to $343,846$40,136 from $10,074$39,172 for the three months ended September 30, 2016. Patent monetization expenses for the nine months ended September 30, 2017 increased by 218% to $5,519,307 from $1,734,245 for the nine months ended September 30, 2016.March 31, 2021. These expenses are a result of our continuing efforts to pursue patent monetization including the filing of the complaints disclosed under Part II, Item 1 Legal Proceedings. The increase in Patent Monetization expenses for the three months ended March 31, 2022 is mainly attributable to the timing of legal services incurred to pursue patent monetization.

Research and Development Expenses

Research and development expenses for the three months ended September 30, 2017 increased 10%March 31, 2022 decreased 4% to $199,698$131,798 from $182,335$137,724 for the three months ended September 30, 2016. The expensesMarch 31, 2021. This expense primarily relaterelates to costs associated with the development of new products. For the three months ended September 30, 2017, the increase inMarch 31, 2022, research and development expenses reflectsreflect a 4% decrease20% increase in our Patent Monetization efforts to $5,850,$4,518, or 3% of total research and development expenses, and a 10% increase5% decrease in our Andrea DSP Microphone and Audio Software Technology efforts to $193,848,$127,280, or 97% of total research and development expenses. Research and development expenses for the nine months ended September 30, 2017 increased 12% to $627,990 from $562,383 for the nine months ended September 30, 2016. These expenses primarily relate to the costs associated with the development of new products. For the nine months ended September 30, 2017, the increase in research and development expenses reflects a 2% decreaseThe changes in our Patent Monetization efforts to $17,870, or 3% of total research and development expenses and a 12% increaserepresent intangible asset amortization expense while the changes in our Andrea DSP Microphone and Audio Software Technology efforts reflect expenses related to $610,120, or 97% of total research and development expenses. With respect to DSP Microphone and Audio Software technologies, our research efforts are primarily focused on the pursuit of commercializing a natural language-driven human/machine interface by developing optimal far-field microphone solutions for various voice-driven interfaces, incorporating Andrea’s digital super directional array microphone technology, and certain other related technologies such as noise suppression and stereo acoustic echo cancellation. We believe that continued research and development spending should benefit Andrea in the future.

General, Administrative and Selling Expenses

General, administrative and selling expenses increased approximately 13%1% to $334,161$278,761 for the three months ended September 30, 2017March 31, 2022 from $295,916$276,216 for the three months ended September 30, 2016.March 31, 2021. For the three months ended September 30, 2017, general, administrative and selling expenses related to our Patent Monetization efforts were $101,387, or 30% of the total general, administrative and selling expenses, andMarch 31, 2022, general, administrative and selling expenses related to our Andrea DSP Microphone and Audio Software Technology were $232,774,$256,815, or 70%92% of total general, administrative and selling expenses. General, administrative and selling expenses increased approximately 3% to $989,846 for the nine months ended September 30, 2017 from $960,271 for the nine months ended September 30, 2016. For the nine months ended September 30, 2017, general, administrative and selling expenseswhile those related to our Patent Monetization efforts were $313,788$21,946, or 32% of the total general, administrative and selling expenses related8%. These small increases relate to our Andrea DSP Microphone and Audio Software Technology were $676,058, or 68% of total general, administrative and sellingchanges in regular operating expenses.

Interest expense, (income), net

Interest expense, net for the three months ended September 30, 2017March 31, 2022 was $35,227$18,915 compared to $3,228 of interest income, net$17,499 for the three months ended September 30, 2016. Interest expense, net for the nine months ended September 30, 2017 was $65,137 compared to interest income, net $5,855 for the nine months ended September 30, 2016.March 31, 2021. The slight change in this line item was attributable to an increase in interest expense ondue to a higher note payable balancesamount of debt outstanding, combined with a decrease of interest income related to lower cash balances as well as a lower amount of interest income on the note receivable related to the sale of the Andrea Anti-Noise Products Division.balances.

Provision (benefit) for Income Taxes

There was no provision for income taxes for the three months ended March 31, 2022. The income tax provision for the three months ended September 30, 2017March 31, 2021 was $3,514 compared to an income tax benefit of $38,710$288.


Net loss

Net loss for the three months ended September 30, 2016. The income tax provision for the nine months ended September 30, 2017March 31, 2022 was $10,294 compared to $9,316 for the nine months ended September 30, 2016. The provision for the three and nine months ended September 30, 2017 and 2016 is a result of certain licensing revenues that are subject to withholding of income tax as mandated by the foreign jurisdiction in which the revenues are earned.


Net income (loss)

Net income for the three months ended September 30, 2017 was $5,310,951 compared to a net loss $601,491 for the three months ended September 30, 2016. Net loss for the nine months ended September 30, 2017 was $821,258$92,805 compared to a net loss of $148,483 for the nine months ended September 30, 2016. The net income (loss)$3,923 for the three and nine months ended September 30, 2017March 31, 2021. The net loss for the three months ended March 31, 2022 and 2016, respectively,2021 principally reflects the factors described above.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Liquidity And Capital Resources

At September 30, 2017,March 31, 2022, we had cash of $7,510,854$124,912 compared with $2,955,129$148,349 at December 31, 2016.2021. The increasedecrease in our cash balance at September 30, 2017March 31, 2022 was primarily athe result of cash provided by financingused in operating activities.

Our working capital balance at September 30, 2017March 31, 2022 was $382,573$23,760 compared to working capital of $2,403,364$14,940 at December 31, 2016.2021. The decreaseincrease in working capital reflects an increase in total current assets of $4,685,286 and$11,119 offset in part by an increase in total current liabilities of $6,706,077.$2,299. The increase in total current assets of $4,685,286 reflects an increasea decrease in cash of $4,555,725, an increase$23,437, a decrease in accounts receivable of $184,138,$1,839, an increase in inventories of $88,987, an increase$63,382 and a decrease in prepaid expenses and other current assets of $23,444, a decrease in assets from discontinued operations of $63,299 and a decrease in current note receivable of $103,709.$26,987. The increase in total current liabilities of $6,706,077 reflects an increase in trade accounts payable and other current liabilities of $721,777 and an increase in current portion of long-term debt of $5,999,000, partially offset by a decrease in liabilities from discontinued operations of $14,700.$2,299.

The increasedecrease in cash of $4,555,725$23,437 reflects $118,990$91,143 of net cash used in operating activities, $74,715$2,294 of net cash provided byused in investing activities and $4,600,000$70,000 of net cash provided by financing activities.

The cash used byin operating activities of $118,990,$91,143, excluding non-cash charges for the ninethree months ended September 30, 2017,March 31, 2022, was attributable to a $157,437 increase$1,839 decrease in accounts receivable, a $54,484$58,673 increase in inventories, a $23,444 increase$26,987 decrease in prepaid expenses and other current assets and other assets, a $707,077 increase$7,214 decrease in trade accounts payable and other current liabilities.liabilities and lease liabilities payable. The changes in accounts receivable, inventories, prepaid expenses and other current assets and other assets and trade accounts payable and other current liabilities and lease liabilities payable primarily reflect differences in the timing related to both the payments for and the acquisition of inventory as well as for other services in connection with ongoing efforts related to Andrea’s various product lines including continuing efforts to pursue patent monetization.

The cash provided byused in investing activities of $74,715$2,294 reflects $103,709 of proceeds from repayments of note receivable offset in part by $14,968 in patent and trademark related expenses and $14,026 of purchases of property and equipment. The increase in patent and trademark expenses reflects capital expenditures associated with our intellectual property. The increase in property and equipmentsequipment is associated with the purchases of test fixtures.computer equipment.

The cash provided by financing activities of $4,600,000,$70,000 reflects the proceeds from long-term debt.notes.

We plan to improve our cash flows by aggressively pursuing monetization of our patents related to our Andrea DSP Microphone Audio Software, increasing the sales of our Andrea DSP Microphone Audio Software Products through the introduction of new products as well as theour increased efforts we are putting into our sales and marketing efforts. As of November 10, 2017,May 9, 2022, Andrea had approximately $2,600,000$40,000 of cash deposits. For discussion regarding management’s evaluation of our ability to meet our obligations as they come due in coming months, see the section titled “Liquidity” in Note 1, Basis of Presentation, of the notes to unaudited condensed consolidated interim financial statements. We cannot assureprovide assurances that demand will continue for any of our products, including future products related to our Andrea DSP Microphone and Audio Software technologies, or, that if such demand does exist, that we will be able to obtain the necessary working capital to increase production and provide marketing resources to meet such demand on favorable terms, or at all.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


ITEM 4. CONTROLS AND PROCEDURES

Andrea’s management, including its principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, Andrea’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that it files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to Andrea’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that all control issues and instances of fraud, if any, within a company have been detected. Andrea’s disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.

There have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonablereasonably likely to materially affect, the Company’s internal controls over financial reporting during the period covered by this Quarterly Report.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In December 2010, Audrey Edwards, Executrix of the Estate of Leon Leroy Edwards, filed a law suit in the Superior Court of Providence County, Rhode Island, against 3M Company and over 90 other defendants, including the Company, alleging that the Company processed, manufactured, designed, tested, packaged, distributed, marketed or sold asbestos containing products that contributed to the death of Leon Leroy Edwards. The Company received service of process in April 2011. The Company has retained legal counsel and has filed a response to the compliant. The Company believes the lawsuit is without merit and has filed a Motion for Summary Judgment to that affect. Accordingly, the Company does not believe the lawsuit will have a material adverse effect on the Company’s financial position or results of operations.

In September 2016, the Company filed a Complaint with the United States International Trade Commission (“ITC”), alleging patent infringement against Apple Inc. (“Apple”) and Samsung Electronics Co., Ltd. and Samsung Electronics America, Inc. (together, “Samsung”), and requesting injunctive relief. An ITC investigation was instituted on October 19, 2016. Apple and Samsung answered the Company’s Complaint on November 21, 2016. Andrea and Samsung settled all of their current disputes on August 16, 2017 by entering into a Settlement Agreement and a Patent License Agreement. Andrea and Samsung moved to terminate the investigation with respect to Samsung based on these agreements on August 17, 2017, and the presiding ITC Administrative Law Judge (“ALJ”) granted the motion on August 22, 2017. The ITC affirmed the ALJ’s ruling on September 13, 2017, terminating Samsung from the investigation. The evidentiary hearing was held between Andrea and Apple on August 21-24, 2017, before the ALJ. The ALJ issued her initial determination on October 26, 2017. The ALJ ruled that (1) Andrea does not have standing to pursue the investigation as the sole complainant, (2) Apple does not literally infringe Andrea’s asserted patent, (3) the asserted patent is valid and enforceable, and (4) Andrea does not have a domestic industry pursuant to ITC law. The ALJ also recommended that, if Andrea does ultimately prove a violation of the relevant statute by Apple, the ITC should issue Andrea’s requested remedies of a limited exclusion order and cease and desist order against Apple, but delay their implementation by 3 months to one year. Andrea notified the ITC that it appeals the ALJ’s unfavorable rulings on standing, non-infringement, domestic industry, and delayed implementation of the requested remedies on November 8, 2017. The Company intends to vigorously prosecute its appeal at the ITC.

Also in September 2016, the Company filed complaintscomplaint with the United States District Court for the Eastern District of New York, alleging patent infringement against Apple and Samsung,Inc. (“Apple”) and requesting monetary and injunctive relief. Andrea also dismissed itsrelief (the “New York Litigation”). The New York Litigation was stayed pending final disposition of a parallel case against Samsung on September 13, 2017 based onthat the aforementioned Settlement Agreement and a Patent License Agreement. The caseCompany filed against Apple remains stayed pendingwith the United States International Trade Commission (“ITC”). The ITC’s final outcomedecision finding that Apple did not violate the ITC’s statute was issued on March 22, 2018. Apple informed the New York judge of this final decision on May 30, 2018. The ITC’s final decision does not affect Andrea’s right to continue prosecuting the Company’s litigation at the ITC against Apple.New York Litigation.

In January 2017, Apple filed four (4) petitions for inter partes review (“IPR”) of the AndreaCompany’s patents asserted in the ITC and District Court litigation proceedingsNew York Litigation with the United States Patent and Trademark Office (PTO)(“PTO”). AndreaThe Company filed its Patent Owner’s Preliminary Response in two of these IPR proceedings on May 1, 2017. The PTO instituted the four IPR proceedings requested by Apple on July 24, 2017. AndreaThe Company filed its Patent Owner’s Response in two of these IPR proceedings on November 7, 2017. Oral argument in these two IPR proceedings occurred on April 25, 2018. On July 12, 2018, the PTO issued its final written decisions in those two IPR proceedings, ruling that claims 6-9 of the Company’s U.S. Patent No. 6,363,345 remain valid and enforceable after the PTO’s review. On September 13, 2018, Apple filed its Notice of Appeal of that ruling to the United States Court of Appeals for the Federal Circuit (the “Federal Circuit”). Apple filed its Appeal Brief with the Federal Circuit on January 31, 2019. The Company filed its Response to Apple’s Appeal Brief on March 12, 2019. The Federal Circuit held an oral argument on October 1, 2019. On February 7, 2020, the Federal Circuit issued its decisions on Apple’s appeals. The Federal Circuit affirmed the PTO’s findings in one of the ongoing IPRs. In the other ongoing IPR, the Federal Circuit partly affirmed the PTO’s findings, but also partly vacated the PTO’s findings, and remanded the case back to the PTO for further proceedings. On remand of the ongoing IPR, on October 28, 2020, the PTO found that claims 6-9 of the Company’s U.S. Patent No. 6,363,345 are invalid. The Company has appealed this decision to the Federal Circuit. The Company filed its Appeal Brief with the Federal Circuit on February 26, 2021. Apple filed its Response to the Company’s Appeal Brief on May 7, 2021. The Company filed its Reply to Apple’s Response to the Company’s Appeal Brief on June 11, 2021. Oral argument before the Federal Circuit occurred on December 8, 2021. On April 22, 2022, the Federal Circuit issued its decision on the Company’s appeal, which partially affirmed the PTO’s findings, but also partially vacated the PTO’s findings, and remanded the case back to the PTO for further proceedings. The parties are now awaiting the PTO’s further decision.

The New York Litigation is stayed pending the final outcome of Apple’s IPR proceedings against the Company’s U.S. Patent No. 6,363,345.

Andrea intends to vigorously defend its patents in these PTOprosecute the New York Litigation and the ongoing IPR proceedings.


ITEM 1A. RISK FACTORS

Risk Factors

Our business may be adversely affected by the recent coronavirus outbreak.

In March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a national emergency with respect to COVID-19. In response to the COVID-19 outbreak, “shelter in place” orders and other public health measures were implemented across much of the United States, including the Long Island area, which was considered an epicenter of the outbreak and is where the Company is located. Due to “shelter in place” orders and other public health guidance measures, the Company implemented temporary work-from-home policy for all staff members. Some customers delayed shipments of products into future months, causing our 2020 product revenues through December 31, 2020 to be approximately $400,000 less than the same period in 2019. We did not have similar customer shipment delays in 2021. However, in 2021 and 2022 we did see an increase in component costs due to supply chain issues related to COVID-19 as well as the conflict between Russia and the Ukraine, which may continue into the future with additional ramifications upon our business. In particular, there has been an increased demand for electronic components as a result of the COVID-19 pandemic and other international events, which has and may continue to result in component shortages and increased costs, including longer lead times to procure components.

The COVID-19 global pandemic continues to evolve, including the new variants of COVID-19. The extent to which the outbreak may further affect the Company’s business, financial condition and results of operations will depend on future developments, which are uncertain and cannot be fully predicted at this time, such as the continuing duration of the outbreak, travel restrictions, vaccination efforts and other actions to contain the outbreak or treat its impact, business closures or business disruptions and the effectiveness of actions taken in the United States and elsewhere to end the pandemic. Future developments in these and other areas present material uncertainty and risk with respect to the Company’s business, financial condition and results of operations.

Our business may be adversely affected if there is a default on the SBA Loan.

The Company entered into the SBA Loan pursuant to which the Company received loan proceeds of $150,000. The SBA Loan was made under, and is subject to the terms and conditions of, the Economic Injury Disaster Loan Program, which was a program expanded for COVID-19 relief under the CARES Act and is administered by the SBA. The term of the SBA Loan is thirty (30) years with a maturity date of July 13, 2050 and the annual interest rate of the SBA Loan is a fixed rate of 3.75%.

Under the terms of the CARES Act, the use of loan proceeds for the SBA Loan is limited to alleviating economic injury caused by the COVID-19 pandemic. The Company used the proceeds of the SBA Loan for such purpose.

The Company depends on component and product manufacturing and logistical services provided by third parties, many of whom are located outside of the United States.

Substantially all of the Company’s components and products are manufactured in whole or in part by a few third-party manufacturers. Many of these manufacturers are located outside of the United States. The Company has also outsourced much of its transportation and logistics management. While these arrangements may lower operating costs, they also reduce the Company’s direct control over production and distribution. It is uncertain what effect such diminished control will have on the quality or quantity of products or the Company’s flexibility to respond to changing conditions. If manufacturing or logistics in these locations is disrupted for any reason, including but not limited to, natural disasters, information technology system failures, military actions (such as the conflict between Russia and Ukraine) or economic, business, labor, environmental, public health (such as the COVID-19 pandemic), or political issues, the Company’s consolidated financial condition and operating results could be materially adversely affected.


Our operating results are subject to significant fluctuation, period-to-period comparisons of our operating results may not necessarily be meaningful and you should not rely on them as indications of our future performance.

Our results of operations have historically been and are subject to continued substantial annual and quarterly fluctuations. The causes of these fluctuations include, among other things:

the volume of sales of our products under our collaborative marketing arrangements;

the cost of development of our products;

the mix of products we sell;

the mix of distribution channels we use;

the timing of our new product releases and those of our competitors;

fluctuations in the computer and communications hardware and software marketplace; and

general economic conditions.

We cannot assure that the level of revenues and gross profit, if any, that we achieve in any particular fiscal period will not be significantly lower than in other fiscal periods. Our total revenues for the three months ended September 30, 2017March 31, 2022 were $6,307,674$510,586 compared to $162,880$426,484 for the three months ended September 30, 2016. Our total revenues for the nine months ended September 30, 2017 were $6,534,247 compared to $3,502,419 for the nine months ended September 30, 2016.March 31, 2021. Net incomeloss for the three months ended September 30, 2017March 31, 2022 was $5,310,951,$92,805, or $0.08 and $0.07 per share on a basic and diluted basis, respectively, compared to a net loss of $601,491, or $0.01 per share on a basic and diluted basis for the three months ended September 30, 2016. Net loss for the nine months ended September 30, 2017 was $821,258, or $0.01$0.00 loss per share on a basic and diluted basis, compared to a net loss of $148,483,$3,923, or $0.00 loss per share on a basic and diluted basis for the ninethree months ended September 30, 2016.March 31, 2021. We continue to explore opportunities to grow sales in other business areas and vigorously defend and monetize our intellectual property. However, we cannot predict whether such opportunities and defense of our intellectual property will be successful.

Shares Eligible For Future Sale May Have An Adverse Effect On Market Price and Andrea Shareholders May Experience Substantial Dilution.

Sales of a substantial number of shares of our common stock in the public market could have the effect of depressing the prevailing market price of our common stock. Of the 200,000,000 shares of common stock presently authorized, 64,914,93568,104,957 were outstanding as of November 10, 2017.May 9, 2022. The number of shares outstanding does not include an aggregate of 20,316,33520,454,812 shares of common stock that are issuable. This number of issuable common shares is equal to approximately 31%30% of the 64,914,93568,104,957 outstanding shares. These issuable common shares are comprised of: a) 15,163,001(a) 6,301,500 shares of our common stock reserved for issuance upon exercise of outstanding awards granted under our 2006 Stock Plan; b) 1,524,758(b) 10,000,000 shares reserved for future grants under our 2019 Plan; (c) 524,736 shares of common stock that are issuable upon conversion of the Series C Preferred Stock; and c)(d) 3,628,576 shares of common stock issuable upon conversion of the Series D Preferred Stock.

In addition to the risk factors set forth above and the other information set forth in this report, you should carefully consider the factors discussed in Part I,“Item 1A – Risk Factors”in the Company’s Annual Report on Form 10-K for the year ended December 31, 20162021 and quarterly reports on Form 10-Q, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K and other quarterly reports on Form 10-Q are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITY AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

None


ITEM 6. EXHIBITS

a)Exhibits

ExhibitsExhibit 10.1 – Second Amendment to Amended and Restated Revenue Sharing and Note Purchase Agreement and Omnibus Amendment to Related Documents dated January 27, 2022 (incorporated by reference to Exhibit 10.9 of the Registrant’s Form 10-K filed on March 31, 2022)
 Exhibit 10.2 – *Twelfth Amendment to Executive Employment Agreement, dated as of January 31, 2022, by and between Andrea Electronics Corporation and Douglas J. Andrea (incorporated by reference to Exhibit 10.5 of the Registrant’s Form 10-K filed on March 31, 2022)
 Exhibit 31.1 – Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
Exhibit 31.2 – Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
Exhibit 3232.0 – Section 1350 Certifications*Certifications
Exhibit 101.0The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017,March 31, 2022, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statement of Shareholders’ Deficit; (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements.
Exhibit 104 – Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement


SIGNATURES

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

ANDREA ELECTRONICS CORPORATION
By:/s/     DOUGLAS J. ANDREA
Name:Douglas J. Andrea
Title:Chairman of the Board, President, ChiefMay 16, 2022
Douglas J. AndreaExecutive Officer and Corporate Secretary
Date: November 14, 2017
 
/s/ DOUGLAS J. ANDREA Chairman of the Board, President, ChiefNovember 14, 2017
Douglas J. AndreaExecutive Officer and Corporate Secretary
 
/s/     CORISA L. GUIFFREVice President, Chief Financial Officer andNovember 14, 2017May 16, 2022
Corisa L. GuiffreAssistant Corporate Secretary

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