UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 20172022

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 York

 

11-0482020

State or other jurisdiction of

incorporation or organization

I.R.S. Employer Identification No.

incorporation or organization

 

620 Johnson Avenue Suite 1-B, Bohemia, NY

11716

(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 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 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 Act

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ANDR

OTC 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 November 8, 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

  

September 30,

2022

  

December 31,

2021

 
  

(unaudited)

  remove 
ASSETS        
         

Current assets:

        

Cash

 $145,444  $148,349 

Accounts receivable, net of allowance for doubtful accounts of $4,789

  308,018   236,338 

Inventories, net

  209,277   259,007 

Prepaid expenses and other current assets

  35,328   99,163 

Total current assets

  698,067   742,857 
         

Property and equipment, net

  39,161   39,511 

Intangible assets, net

  167,819   194,200 

Other assets, net

  129,835   161,876 

Total assets

 $1,034,882  $1,138,444 
         
LIABILITIES AND SHAREHOLDER'S DEFICIT        
         

Current liabilities:

        

Trade accounts payable and other current liabilities

 $417,328  $704,363 

Current portion of long-term debt

  6,579   4,386 

Accrued Series C Convertible Preferred Stock Dividends

  19,168   19,168 

Total current liabilities

  443,075   727,917 
         

Operating lease liabilities payable

  91,080   119,886 

Long-term debt

  2,659,887   2,451,257 

Total liabilities

 $3,194,042  

$

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

  (80,936,192)  (80,937,648)
         

Total shareholders’ deficit

  (2,159,160)  (2,160,616) 
         

Total liabilities and shareholders’ deficit

 $1,034,882  $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

  

For the Nine Months Ended

 
  

September 30,

2022

  

September 30,

2021

  

September 30,

2022

  

September 30,

2021

 
Revenues                

Net product revenues

 $606,684  $437,287  $1,701,239  $1,244,390 

License revenues and service related revenues

  824   11,143   8,992   21,119 

Total revenues

  607,508   448,430   1,710,231   1,265,509 
                 

Cost of product revenues

  188,018   119,001   509,526   326,779 
                 

Gross margin

  419,490   329,429   1,200,705   938,730 
                 

Patent monetization expenses

  39,166   38,400   119,304   115,924 
                 

Research and development expenses

  104,800   143,715   346,633   428,095 
                 

General, administrative and selling expenses

  262,761   260,062   805,647   784,895 
                 

Operating income (loss)

  12,763   (112,748)  (70,879)  (390,184)
                 

Gain from forgiveness of PPP Loans and related interest

  -   143,618   -   295,346 
                 

Income from Employee Retention Tax Credits

  -   -   140,137   - 
                 

Interest expense, net

  (28,037)  (18,541)  (66,534)  (54,682)
                 

(Loss) income before provision for income taxes

  (15,274)  12,329   2,724   (149,520)
                 

Provision for income taxes

  -   -   1,268   585 
                 

Net (loss) income

 $(15,274) $12,329  $1,456  $(150,105)
                 

Basic weighted average shares

  68,104,957   68,104,957   68,104,957   68,104,957 
                 

Basic net (loss) income per share

 $(.00) $.00  $.00  $(.00)
                 

Diluted weighted average shares

  68,104,957   72,258,269   72,258,269   68,104,957 
                 

Diluted net (loss) income per share

 $(.00) $.00  $.00  $(.00)

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


3

ANDREA ELECTRONICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTSTATEMENTS OF SHAREHOLDERS’ EQUITY
(DEFICIT) DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
(UNAUDITED
)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, 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)
                                     

Net income

  -   -   -   -   -   -   -   109,535   109,535 
                                     

Balance, June 30, 2022

  11.469249   -   907,144   9,072   68,104,957   681,050   78,086,910   (80,920,918)  (2,143,886) 
                                     

Net loss

  -   -   -   -   -   -   -   (15,274)  (15,274)
                                     

Balance, September 30, 2022

  11.469249  $-   907,144  $9,072   68,104,957  $681,050  $78,086,910  $(80,936,192) $(2,159,160)
                                     
                                     
                                     

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)
                                     

Net loss

  -   -   -   -   -   -   -   (158,511)  (158,511)
                                     

Balance, June 30, 2021

  11.469249   -   907,144   9,072   68,104,957   681,050   78,086,910   (80,726,286)  (1,949,254)
                                     

Net income

  -   -   -   -   -   -   -   12,329   12,329 
                                     

Balance, September 30, 2021

  11.469249  $-   907,144  $9,072   68,104,957  $681,050  $78,086,910  $(80,713,957) $(1,936,925)

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


4

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 Nine Months Ended

 
  

September 30,

2022

  

September 30,

2021

 
         
Cash flows from operating activities:        

Net income (loss)

 $1,456  $(150,105)
Adjustments to reconcile net income (loss) to net cash used in operating activities:        

Depreciation and amortization

  37,210   27,846 

Forgiveness of PPP Loans and related interest

  -   (295,346)

Inventory net realizable adjustment

  (9,045)  21,842 

Provision for income tax withholding

  1,268   585 

Amortization of right-of-use assets

  32,041   35,349 

Deferred interest on PPP Loans and SBA Loan, net

  3,461   3,530 

PIK interest, net

  62,362   49,844 
Change in:        

Accounts receivable

  (72,948)  (102,739)

Inventories

  58,775   (137,853)

Prepaid expenses and other current assets

  63,835   44,021 

Trade accounts payable and other current liabilities and operating lease liabilities payable

  (315,841)  129,888 

Net cash used in operating activities

  (137,426)  (373,138)
         
Cash flows from investing activities:        

Purchases of property and equipment

  (9,803)  (14,006)

Payments for patents and trademarks

  (676)  (2,609)

Net cash used in investing activities

  (10,479)  (16,615)
         
Cash flows from financing activities:        

Proceeds from PPP Loans

  -   142,777 

Proceeds from long-term notes

  145,000   140,000 

Net cash provided by financing activities

  145,000   282,777 
         

Net decrease in cash

  (2,905)  (106,976)
         

Cash, beginning of period

  148,349   362,730 

Cash, end of period

 $145,444  

$

255,754 
         
Supplemental disclosures of cash flow information:        
         

Cash paid for:

        

Income Taxes

 $1,402  $639 
         

Interest

 $731  $1,462 

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


5

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 on 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 included the receipt of Employee Retention Credits, which were received by the Company in July 2022. Employee Retention Credits are refundable payroll tax credits established by the Coronavirus Aid, Relief, and Economic Security (CARES) Act to help businesses retain employees. The Company recognized a $140,137 employee retention credit during the nine months ended September 30, 2022 as other income in the consolidated statement of operations.

The global economy, including the impact from the COVID-19 global pandemic (and new variants of COVID-19), continues to evolve. The Company continues to monitor the global economy and its impact on operations, financial position, cash flows, inventory (including supply chain related impacts), purchasing trends, customer payments, and the industry in general, in addition to the impact on its employees. Due to the fluidity of this situation, the magnitude and duration of such impacts on the Company's operations and liquidity is uncertain and cannot be determined as of the date of this report. In 2021 and 2022, the Company saw an increase in component costs due to supply chain issues related to COVID-19 as well as general economic conditions and global issues such as the conflict between Russia and Ukraine, which may continue into the future with additional ramifications to our business.

The Company’s operating income was $12,763 for the three months ended September 30, 2022 and operating loss was $70,879 for the nine months ended September 30. 2022. As part of the evaluation, management considered the Company’s cash balance of $145,444 and working capital of $254,992 as of September 30, 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, which is dependent on the demand of the customers disclosed in Note 2 Concentration of Credit Risk, 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.

Note 2.Summary of Significant Accounting Policies

Income (loss) Per Share - Basic income (loss) earnings per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earningsincome (loss) per share adjusts basic income (loss) earnings (loss) per share for the effects of convertible securities, stock options and other potentially dilutive financial instruments, only in the periods in which such effect is dilutive. Diluted earningsincome (loss) 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).

6

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

  

For the Nine Months Ended

 
  

September 30,

2022

  

September 30,

2021

  

September 30,

2022

  

September 30,

2021

 
Total potentially dilutive common shares as of:                

Stock options to purchase common stock (Note 8)

  6,301,500   6,301,500   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

  6,301,500   10,454,812   10,454,812   6,301,500 
                 
Numerator:                

Net (loss) income

 $(15,274) $12,329  $1,456  $(150,105)
Denominator:                

Basic Weighted average shares

  68,104,957   68,104,957   68,104,957   68,104,957 
Effect of dilutive securities:                

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   - 
                 

Denominator for diluted (loss) income per share-adjusted weighted average shares after assumed conversions

  68,104,957   72,258,269   72,258,269   68,104,957 

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, 20172022, 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, 20172022, 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

  For the Nine Months Ended 
  

September 30,

2022

  

September 30,

2021

  

September 30,

2022

  

September 30,

2021

 

Customer A

  27%  29%  20%  24

%

Customer B

  18%  17%  15%  20%

Customer C

  15%  *   13%  12%

Customer D

  13%  *   11%  10%

Customer E

  14%  12%  17%  * 

Customer F

  *   *   *   12%


* Amounts are less than 10%

As of September 30, 2017,2022, Customers A, B, C, D, and CF accounted for approximately 10%15%, 25%, 18%, 28%, and 3%10%, respectively, of accounts receivable. As of December 31, 2016, Customer2021, Customers A, B, C, and E accounted for approximately 29%, 22%, 16%, and 17%, 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

7

  

September 30,

2022

  

December 31,

2021

 

Raw materials

 $54,725  $102,444 

Finished goods

  154,552   156,563 
  $209,277  $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, 20172022 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

  

September 30,

2022

  

December 31,

2021

 

Trade accounts payable

 $93,227  $162,829 

Payroll and related expenses

  22,537   42,472 

Patent monetization expenses

  133,347   162,990 

Current operating lease liabilities

  38,012   39,909 

Deferred revenue

  12,790   123,451 

Professional and other service fees

  117,415   172,712 

Total trade accounts payable and other current liabilities

 $417,328  $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 September 30, 2022 and 2021 and the nine months ending September 30, 2022, there were no service related revenues. During the nine months ending September 30, 2021, there was approximately $4,000 of service related revenue. During the three and nine months ending September 30, 2022, $83,113 and $126,784, respectively, of deferred revenue was recognized as product revenue. At September 30, 2022, the Company had $12,790 of deferred revenue, which are advance payments from customers that are expected to be recognized as product 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.

8

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, 20172022 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 20132019 through 2016.2022. 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, 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.

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 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, 2021 and 2022, 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.January 20, 2024. 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 December 31, 2021, there was $2,024,422 of Additional Notes principal and $276,770 PIK Interest outstanding. As of September 30, 2017,2022, there was $6,000,000 and $83,548 in$2,169,422 of Additional Notes outstandingprincipal and $339,132 PIK interest, respectively.Interest outstanding.

9

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.

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

Note 4.     Long-Term Debt

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%4.25% and 3.00% at September 30, 20172022 and December 31, 2016)2021, respectively); 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 nine months ended September 30, 2022 and year ended December 31, 2021, $145,000 and $140,000, respectively, of Additional Notes were issued to AND34. As of September 30, 2022, the remaining amount of Additional Notes that could be issued was $3,415,000, 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 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% with required monthly payments of $731 beginning in January 2023. During the nine months ended September 30, 2022 and year ended December 31, 2021, $731 and $2,193, respectively, of interest only payments were made. 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.

Long-term debt

  

September 30,

2022

  

December 31,

2021

 

Additional Notes

 $2,169,422  $2,024,422 

PIK interest on Additional Notes

  339,132   276,770 

SBA Loan with accrued interest

  157,912   154,451 

Total long-term debt

  2,666,466   2,455,643 

Less: current maturities of long-term debt

  (6,579)  (4,386)

Long-term debt, net of current maturities

 $2,659,887  $2,451,257 

On both May 8, 2020 and February 5, 2021, the Company entered into a Paycheck Protection Program (“PPP”) Loan, a SBA Note and Loan Agreement with HSBC Bank USA, N.A. pursuant to which the Company received loan proceeds of $142,775 (the “PPP Loan First Draw”) and $142,777 (the “PPP Loan Second Draw” and together with the PPP Loan First Draw, the “PPP Loans”), respectively. While applying for the PPP Loan First Draw, the SBA advanced $8,000 of loan proceeds to the Company on April 30, 2020. 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 with such forgiveness determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes such as payroll costs 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. The Company used the proceeds of both the PPP Loan First Draw and the PPP Loan Second 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. In September 2021, $142,777 and accrued interest of $841 from the PPP Loan Second Draw were forgiven.


10

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, 2017,2022, 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)$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, 2017,2022, 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 Andand Contingencies

Leases

In May 2015, Andrea entered into a leaseOperating Leases

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 right-of-use (“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:

  

September 30,

2022

  

December 31,

2021

 
         

ROU assets, net

 $124,585  $156,626 
         

Operating lease liabilities current

 $38,012  $39,909 

Operating lease liabilities payable non-current

  91,080   119,886 

Total operating lease liabilities

 $129,092  

$

159,795 
         

Weighted-average remaining lease term (in months)

  39   47 

Weighted-average discount rate

  3.8%  3.8%

11

As of September 30, 2017, the minimum future2022, 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 (October 1 – December 31)

 $10,352 

2023

  42,389 

2024

  43,743 

2025

  40,344 

Total

  136,828 

Less: interest

  (7,736)

Total operating lease payments

 $129,092 

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 July 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 January 31, 2018,2023, 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, 2017,2022, 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 September 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.

12

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 plan have been granted with an exercise price equal to the market price of the Company’s stock at the date of grant; with vesting periods of up to four years and 10-year contractual terms. The fair values of each stock option grant is 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 nine months ended September 30, 20172022 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

(in years)

  

Options

Exercisable

  

Weighted

Average

Exercise

Price

  

Weighted

Average

Fair

Value

  

Weighted

Average Remaining Contractual

Life

(in years)

 
                                 

At January 1, 2022

  6,301,500  $0.06  $0.06   3.98   6,301,500  $0.06  $0.06   3.98 
                                 
                                 

At September 30, 2022

  6,301,500  $0.06  $0.06   3.23   6,301,500  $0.06  $0.06   3.23 

During the three and nine months ended September 30, 2022, no options were granted, vested, exercised, canceled or forfeited. Based on the September 30, 2017,2022 fair market value of the Company’s common stock of $0.08$0.04 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 theor 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.

2022 or 2021. As of September 30, 2017,2022, 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 two 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.


13

The following represents selected unaudited condensed consolidated interim financial information for Andrea’s segments for the three and nine-monthnine month periods ended September 30, 20172022 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

 $-  $606,684  $606,684 

License revenues

  42   782   824 

Operating (loss) income

  (70,360)  83,123   12,763 

Depreciation and amortization

  4,491   7,992   12,483 

Assets

  144,450   890,432   1,034,882 

Total long lived assets

  83,907   252,908   336,815 

Payments for patents and trademarks

  68   68   136 

2021 Three Month Segment Data

 

Patent

Monetization

  

Andrea DSP

Microphone and

Audio Software

Products

  

2021 Three Month

Segment Data

 
             

Net product revenues

 $-  $437,287  $437,287 

License revenues

  93   11,050   11,143 

Operating loss

  (83,505)  (29,243)  (112,748)

Depreciation and amortization

  3,834   5,715   9,549 

Purchases of property and equipment

  -   8,495   8,495 

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 

2022 Nine Month Segment Data

 

Patent

Monetization

  

Andrea DSP

Microphone and

Audio Software

Products

  

2022 Nine Month

Segment Data

 
             

Net product revenues

 $-  $1,701,239  $1,701,239 

License revenues

  140   8,852   8,992 

Operating (loss) income

  (197,375)  126,496   (70,879)

Depreciation and amortization

  13,531   23,679   37,210 

Purchases of property and equipment

  -   9,803   9,803 

Payments for patents and trademarks

  338   338   676 

2021 Nine Month Segment Data

 

Patent

Monetization

  

Andrea DSP

Microphone and

Audio Software

Products

  

2021 Nine Month

Segment Data

 
             

Net product revenues

 $-  $1,244,390  $1,244,390 

Service related revenues

  -   3,840   3,840 

License revenues

  250   17,029   17,279 

Operating loss

  (249,948)  (140,236)  (390,184)

Depreciation and amortization

  11,392   16,454   27,846 

Purchases of property and equipment

  -   14,006   14,006 

Payments for patents and trademarks

  1,305   1,304   2,609 


14

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-monththree month periods ended September 30, 20172022 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

 

September 30,

2022

  

September 30,

2021

 
         
Total revenues:        

United States

 $437,035  $357,471 

Foreign(1)

  170,473   90,959 
  $607,508  $448,430 


____________________
(1)

(1)

Net revenues to KoreaGermany and India represented 95%approximately 11% and 12%, respectively, of total net revenues for the three months ended September 30, 2017.2022. Net revenues to People’s Republic of ChinaIndia represented 25%approximately 11% of total net revenues for the three months ended September 30, 2016.2021.

For the nine-month periods ended September 30, 20172022 and 20162021, 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

Geographic Data

 

September 30,

2022

  

September 30,

2021

 
         
Total revenues:        

United States

 $1,279,324  $892,177 

Foreign(1)

  430,907   373,332 
  $1,710,231  $1,265,509 


____________________
(1)

(1)

Net revenues to Korea represented 92%any one foreign country did not exceed 10% of total net revenues for the nine months ended September 30, 2017.2022. Net revenues to IsraelIndia represented 37%approximately 13% of total net revenues for the nine months ended September 30, 2016.2021.

As of September 30, 20172022 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

Geographic Data

 

September 30,

2022

  

December 31,

2021

 
         
Accounts receivable:        

United States

 $114,807  $134,695 

Foreign

  193,211   101,643 
  $308,018  $236,338 

Note 9.Sale of Andrea Anti-Noise Products Division

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’SMANAGEMENTS 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.

15

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'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, changes in economic, competitive, governmental, technological and other factors that may affect our business and prospects. to:

our assumptions, estimates and beliefs regarding the possible effects of general economic conditions (including periods of inflation), public health (including the continuing impact of COVID-19), delays and interruptions in the supply chain and consumer demand, and the Company’s results of operations, liquidity, capital resources and general performance in the future;

our ability to obtain financing, 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;

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”Factorsin 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.


16

Results Of Operations

Three and Nine Months ended September 30, 20172022 compared to the Three and Nine Months ended September 30, 20162021

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

September 30,

  

%

  

For the Nine Months Ended

September 30,

  

%

  
  

2022

  

2021

  Change  

2022

  

2021

  Change   
                          

Patent Monetization revenues

                         

License revenues

 $42  $93   (55) $140  $250   (44) 

Total Patent Monetization revenues

  42   93   (55)  140   250   (44) 
                          

Andrea DSP Microphone and Audio Software Products revenues

                         

Revenue from automotive array microphone products

  163,442   106,904   53   309,369   253,897   22 

(a)

Revenue from OEM array microphone products

  386,436   250,965   54   1,175,551   788,573   49 

(b)

Revenue from customized digital products

  38,674   42,006   (8)  98,354   146,789   (33)

(c)

All other Andrea DSP Microphone and Audio Software Products revenues

  18,132   37,412   (52)  117,965   55,131   114 

(d)

License and service related revenues

  782   11,050   (93)  8,852   20,869   (58) 

Total Andrea DSP Microphone and Audio Software Products revenues

  607,466   448,337   36   1,710,091   1,265,259   35  
                          

Total revenues

 $607,508  $448,430   36  $1,710,231  $1,265,509   35  

 

(a)

The approximate $6,003,000$57,000 and $3,057,000$55,000 increases in license revenues from automotive array microphone products for the three and nine months ended September 30, 2017,2022, respectively, as 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 decreasesame periods in sales of automotive array microphone products for the three months ended September 30, 20172021, is the result of the 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$135,000 and $110,000$387,000 increases in revenues from OEM array microphone products for the three and nine months ended September 30, 2017,2022, respectively, as compared to the three and nine months ended September 30, 2016 aresame period in 2021, is primarily the result of securing additional integrators ofincreased sales to existing customers as well as new customers that are integrating our commercial product audio solutions.

(d)

(c)

The increasesdecreases of approximately $41,000$3,000 and $5,000$48,000 in customized digital products revenue for the three and nine months ended September 30, 2017,2022, respectively, as compared to the same periodsperiod in 2016 in customized digital products revenue2021, 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 decrease of approximately $19,000 in revenues of all other Andrea DSP Microphone and Audio Software product revenuesProducts for the three and nine months ended September 30, 2017, respectively,2022, as compared to the same periodsperiod in 2016 are related to2021, is the result of timing in revenues of product demand forUSB products. The increase of approximately $63,000 in revenues of all other Andrea DSP Microphone and Audio Software products.

(f)

The $18,000 and $129,000 decreases in license revenues are a result of decreases of royaltiesProducts for the three and nine month periodsmonths ended September 30, 20172022, as compared to the threesame period in 2021, is the result of increased revenues of USB products coupled with increased revenues of speaker and nine month periods ended September 30, 2016.amplifier kits, a new addition to 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, 20172022, and 2016 was 1%2021 were 31% and 195%27%, respectively. Cost of product revenues as a percentage of total revenues for the nine months ended September 30, 20172022, and 2016 was 2%2021 were 30% and 11%26%, respectively. There was no cost of product revenues associated with the Patent Monetization revenues of $6,003,709$42 and $6,004,726$140 for the three and nine months ended September 30, 2017. There was $289,4632022, respectively, nor the cost of cost ofproduct revenues associated with the Patent Monetization revenues of $2,947,319$93 and $250, for the three and nine months ended September 30, 2016.2021, respectively. The increases in 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.

17

Patent Monetization Expenses

Patent monetization expenses for the three months ended September 30, 20172022, increased 3,313%2% to $343,846$39,166 from $10,074$38,400 for the three months ended September 30, 2016.2021. Patent monetization expenses for the nine months ended September 30, 20172022, increased by 218%3% to $5,519,307$119,304 from $1,734,245$115,924 for the nine months ended September 30, 2016.2021. These expenses are a result of our continuing efforts to pursue patent monetization including the filing of the complaintsas disclosed under Part II, Item 1 Legal Proceedings. The increases in Patent Monetization expenses for the three and nine months ended September 30, 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%2022, decreased 27% to $199,698$104,800 from $182,335$143,715 for the three months ended September 30, 2016. The2021. Research and development expenses for the nine months ended September 30, 2022, decreased 19% to $346,633 from $428,095 for the nine months ended September 30, 2021. These expenses primarily relate to costs associated with the development of new products. For the three months ended September 30, 2017,2022, the increasedecrease in research and development expenses reflects a 4% decrease17% increase in our Patent Monetization efforts to $5,850,$4,491, or 3%4% of total research and development expenses, and a 10% increase28% decrease in our Andrea DSP Microphone and Audio Software Technology efforts to $193,848,$100,309 or 97%96% 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, 2017,2022, the increasedecrease in research and development expenses reflects a 2% decrease19% increase in our Patent Monetization efforts to $17,870,$13,531, or 3%4% of total research and development expenses, and a 12% increase20% decrease in our Andrea DSP Microphone and Audio Software Technology efforts to $610,120,$333,102, or 97%96% of total research and development expenses. With respect toThe increases in our Patent Monetization efforts represent intangible asset amortization expense while the decreases in our Andrea DSP Microphone and Audio Software technologies,Technology efforts reflect decreases in compensation expenses related to projects completed in 2021. All of 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$262,761 for the three months ended September 30, 20172022, from $295,916$260,062 for the three months ended September 30, 2016.2021. For the three months ended September 30, 2017,2022, general, administrative and selling expenses related to our Patent Monetization efforts were $101,387,$26,745, or 30%10% of the total general, administrative and selling expenses, and general, administrative and selling expenses related to our Andrea DSP Microphone and Audio Software Technology were $232,774,$236,016, or 70%90% of total general, administrative and selling expenses. General, administrative and selling expenses increased approximately 3% to $989,846$805,647 for the nine months ended September 30, 20172022, from $960,271$784,895 for the nine months ended September 30, 2016.2021. For the nine months ended September 30, 2017,2022, general, administrative and selling expenses related to our Patent Monetization efforts were $313,788$64,680, or 32%8% of the total general, administrative and selling expenses, and general, administrative and selling expenses related to our Andrea DSP Microphone and Audio Software Technology were $676,058,$740,967, or 68%92% of total general, administrative and selling expenses. These small increases relate to changes in regular operating expenses.

Income from Employee Retention Tax Credits

Income from Employee Retention Tax Credits for the nine months ended September 30, 2022, was $140,137. There was no Income from Employee Retention Tax Credits for the nine months ended September 30, 2021. The income from Employee Retention Tax Credits is the result of the recognition of refundable payroll tax credits established by the CARES Act to help businesses retain employees.

Interest expense, (income), net

Interest expense, net for the three months ended September 30, 20172022, was $35,227$28,037 compared to $3,228 of interest income, net$18,541 for the three months ended September 30, 2016.2021. Interest expense, net for the nine months ended September 30, 20172022, was $65,137$66,534 compared to interest income, net $5,855$54,682 for the nine months ended September 30, 2016.2021. The changeincreases in this line item waswere attributable to an increaseincreases in interest expense ondue to a higher note payable balances combined with a decrease of interest income related to lower cash balances as well as a lower amount of debt outstanding and higher overall interest income on the note receivable related to the sale of the Andrea Anti-Noise Products Division.rate.

18

Provision (benefit) for Income Taxes

The

There was no income tax provision for the three months ended September 30, 2017 was $3,514 compared to an income tax benefit of $38,710 for the three months ended September 30, 2016.2022 or 2021. The income tax provision for the nine months ended September 30, 20172022, was $10,294$1,268 compared to $9,316$585 for the nine months ended September 30, 2016.2021. The provision for the three and nine months ended September 30, 20172022 and 20162021 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 (loss) income (loss)

Net incomeloss for the three months ended September 30, 20172022, was $5,310,951$15,274 compared to a net loss $601,491income of $12,329 for the three months ended September 30, 2016.2021. Net lossincome for the nine months ended September 30, 20172022, was $821,258$1,456 compared to a net loss of $148,483$150,105 for the nine months ended September 30, 2016.2021. The net income (loss)results for the three and nine months ended September 30, 20172022 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, 2017,2022, we had cash of $7,510,854 $145,444compared with $2,955,129$148,349 at December 31, 2016.2021. The increasedecrease in our cash balance at September 30, 20172022, was primarily athe result of cash provided by financing activities.used in operating activities as further described below.

Our working capital balance at September 30, 20172022, was $382,573 $254,992compared to working capital of $2,403,364$14,940 at December 31, 2016.2021. The decreaseincrease in working capital reflects an increasea decrease in total current assets of $4,685,286$44,790 and an increasea decrease in total current liabilities of $6,706,077.$284,842. The increasedecrease in total current assets of $4,685,286 reflects an increasea decrease in cash of $4,555,725,$2,905, an increase in accounts receivable of $184,138, an increase$71,680, a decrease in inventories of $88,987, an increase$49,730, and a decrease in prepaid expenses and other current assets of $23,444, a$63,835. The decrease in assets from discontinued operations of $63,299 and a decrease in current note receivable of $103,709. The increase in total current liabilities of $6,706,077 reflects an increasea decrease in trade accounts payable and other current liabilities of $721,777 and$287,035 offset in part by an increase in current portion of long-termlong term debt of $5,999,000, partially offset by a decrease in liabilities from discontinued operations of $14,700.$2,193.

The increasedecrease in cash of $4,555,725$2,905 reflects $118,990$137,426 of net cash used in operating activities, $74,715$10,479 of net cash provided byused in investing activities and $4,600,000$145,000 of net cash provided by financing activities.

The cash used byin operating activities of $118,990,$137,426 excluding non-cash charges for the nine months ended September 30, 2017,2022, was attributable to a $157,437$72,948 increase in accounts receivable, a $54,484 increase$58,775 decrease in inventories, a $23,444 increase$63,835 decrease in prepaid expenses and other current assets and other assets, a $707,077 increase$315,841 decrease in trade accounts payable and other current liabilities.liabilities and operating 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 operating 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$10,479 reflects $103,709an increase in patents and trademarks of proceeds from repayments of note receivable offset in part by $14,968 in patent$676 and trademark related expenses and $14,026 of purchases of property and equipment.equipment of $9,803. The increase in patentpatents and trademark expensestrademarks reflects capital expenditures associated with our intellectual property. The increase in property and equipmentsequipment is associated with the purchases of computer and test fixtures.equipment.

The cash provided by financing activities of $4,600,000,$145,000 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, 2017,8, 2022, Andrea had approximately $2,600,000$130,000 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.

19

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 IIOTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

In December 2010, Audrey Edwards, Executrix

The “Legal Proceedings” section of the Estate of Leon Leroy Edwards, filed a law suit in the Superior Court of Providence County, Rhode Island, against 3M CompanyNote 7. “Commitments 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 contributedContingencies” to the deathnotes to unaudited condensed consolidated interim financial statements in Part I, Item 1 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 lawsuitthis report 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, 2017incorporated herein 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.reference.

Also in September 2016, the Company filed complaints with the United States District Court for the Eastern District of New York, alleging patent infringement against Apple and Samsung, and requesting monetary and injunctive relief. Andrea also dismissed its New York case against Samsung on September 13, 2017 based on the aforementioned Settlement Agreement and a Patent License Agreement. The case against Apple remains stayed pending the final outcome of the Company’s litigation at the ITC against Apple.

In January 2017, Apple filed four (4) petitions for inter partes review (“IPR”) of the Andrea patents asserted in the ITC and District Court litigation proceedings with the United States Patent and Trademark Office (PTO). Andrea 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. Andrea filed its Patent Owner’s Response in two of these IPR proceedings on November 7, 2017. Andrea intends to vigorously defend its patents in these PTO proceedings.


ITEM 1A.RISK FACTORS

Risk Factors

Our business may be adversely affected by interruptions in the global supply chain.

The global economy, including the impact from the COVID-19 pandemic (and new variants of COVID-19), continues to evolve and be impacted by disruptions and delays in the supply chain. In 2021 and 2022, we experienced an increase in component costs due to supply chain issues related to COVID-19 as well as general economic conditions and global issues such 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 extent to which the global economy and supply chain 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 COVID-19 and supply chain disruptions. 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.

20

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 (including supply chain issues), 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.

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, 20172022 were $6,307,674$607,508 compared to $162,880$448,430 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, 2016.2021. Net incomeloss for the three months ended September 30, 20172022 was $5,310,951,$15,274, or $0.08 and $0.07$0.00 loss per share on a basic and diluted basis, respectively, compared to a net lossincome of $601,491,$12,329, or $0.01$0.00 income per share on a basic and diluted basis for the three months ended September 30, 2016. Net loss2021. Our total revenues for the nine months ended September 30, 20172022 were $1,710,231 compared to $1,265,509 for the nine months ended September 30, 2021. Net income for the nine months ended September 30, 2022 was $821,258,$1,456, or $0.01 loss$0.00 income per share on a basic and diluted basis, compared to a net loss of $148,483,$150,105, or $0.00 loss per share on a basic and diluted basis for the nine months ended September 30, 2016.2021. 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, 2017.8, 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”Factorsin 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.

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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

Exhibits
 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 32.0 –Exhibit 32 – Section 1350 Certifications*Certifications
 Exhibit 101.0 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017,2022, 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)

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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, Chief

November 14, 2022

Douglas J. Andrea

Executive 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. GUIFFRE

Vice President, Chief Financial Officer and

November 14, 20172022

Corisa L. Guiffre

Assistant Corporate Secretary

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