Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 11, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-37649 | |
Entity Registrant Name | MINIM, INC. | |
Entity Central Index Key | 0001467761 | |
Entity Tax Identification Number | 04-2621506 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 848 Elm Street | |
Entity Address, City or Town | Manchester | |
Entity Address, State or Province | NH | |
Entity Address, Postal Zip Code | 03101 | |
City Area Code | 833 | |
Local Phone Number | 966-4646 | |
Title of 12(b) Security | Common Stock, $0.01 per share | |
Trading Symbol | MINM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,831,239 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 812,373 | $ 771,757 |
Restricted cash | 750,000 | 800,000 |
Accounts receivable, net of allowance of doubtful accounts of $173,603 as of June 30, 2021 and December 31, 2020 | 9,254,845 | 9,203,334 |
Inventories, net | 19,579,030 | 16,504,840 |
Prepaid expenses and other current assets | 304,455 | 399,119 |
Total current assets | 30,700,703 | 27,679,050 |
Equipment, net | 633,662 | 455,066 |
Operating lease right-of-use assets, net | 91,179 | 86,948 |
Goodwill | 58,872 | 58,872 |
Intangible assets, net | 332,963 | 388,629 |
Other assets | 845,855 | 942,404 |
Total assets | 32,663,234 | 29,610,969 |
Current liabilities | ||
Bank credit line | 7,228,672 | 2,442,246 |
Accounts payable | 12,204,708 | 11,744,834 |
Current maturities of government loan | 60,470 | 65,225 |
Current maturities of operating lease liabilities | 92,654 | 65,651 |
Accrued expenses | 5,045,579 | 7,465,063 |
Deferred revenue, current | 349,961 | |
Total current liabilities | 24,982,044 | 21,783,019 |
Long term government loan, less current maturities | 15,245 | |
Operating lease liabilities, less current maturities | 22,235 | |
Deferred revenue, noncurrent | 652,899 | |
Total Liabilities | 25,634,943 | 21,820,499 |
Commitments and Contingencies (Note 6) | ||
Stockholders’ equity | ||
Common Stock: Authorized: 40,000,000 shares at $0.01 par value; issued and outstanding: 35,631,239 shares at June 30, 2021 and 35,074,922 shares at December 31, 2020, respectively | 356,350 | 350,749 |
Additional paid-in capital | 65,858,315 | 64,526,664 |
Accumulated deficit | (59,186,374) | (57,086,943) |
Total stockholders’ equity | 7,028,291 | 7,790,470 |
Total liabilities and stockholders’ equity | $ 32,663,234 | $ 29,610,969 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 173,603 | $ 173,603 |
Common stock, authorized | 40,000,000 | 40,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, issued | 35,631,239 | 35,074,922 |
Common stock, outstanding | 35,631,239 | 35,074,922 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 14,893,145 | $ 10,272,757 | $ 29,910,719 | $ 22,228,360 |
Cost of goods sold | 10,415,427 | 8,148,888 | 20,329,211 | 17,009,273 |
Gross profit | 4,477,718 | 2,123,869 | 9,581,508 | 5,219,087 |
Operating expenses: | ||||
Selling and marketing | 3,209,247 | 2,283,490 | 6,383,196 | 4,637,733 |
General and administrative | 1,326,493 | 716,166 | 2,403,861 | 1,544,105 |
Research and development | 1,386,358 | 644,492 | 2,774,530 | 1,297,244 |
Total operating expenses | 5,922,098 | 3,644,148 | 11,561,587 | 7,479,082 |
Operating loss | (1,444,380) | (1,520,279) | (1,980,079) | (2,259,995) |
Other income (expense): | ||||
Interest expense, net | (78,041) | (2,242) | (106,362) | (7,640) |
Other, net | 892 | 20,000 | 443 | |
Total other income (expense) | (78,041) | (1,350) | (86,362) | (7,197) |
Loss before income taxes | (1,522,421) | (1,521,629) | (2,066,441) | (2,267,192) |
Income taxes | 31,490 | 6,356 | 32,990 | 12,672 |
Net loss | $ (1,553,911) | $ (1,527,985) | $ (2,099,431) | $ (2,279,864) |
Net loss per share: | ||||
Basic and diluted | $ (0.04) | $ (0.07) | $ (0.06) | $ (0.10) |
Basic and diluted weighted average common and common equivalent shares | 35,482,181 | 22,275,441 | 35,368,931 | 21,776,101 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 209,299 | $ 46,496,330 | $ (40,596,638) | $ 6,108,991 |
Beginning balance, shares at Dec. 31, 2019 | 20,929,928 | |||
Net loss | (751,879) | (751,879) | ||
Stock option exercises | $ 3,468 | 194,190 | 197,658 | |
Stock option exercise, shares | 346,834 | |||
Stock-based compensation | 127,053 | 127,053 | ||
Ending balance, value at Mar. 31, 2020 | $ 212,767 | 46,817,573 | (41,348,517) | 5,681,823 |
Ending balance, shares at Mar. 31, 2020 | 21,276,762 | |||
Beginning balance, value at Dec. 31, 2019 | $ 209,299 | 46,496,330 | (40,596,638) | 6,108,991 |
Beginning balance, shares at Dec. 31, 2019 | 20,929,928 | |||
Net loss | (2,279,864) | |||
Stock-based compensation | 194,601 | |||
Ending balance, value at Jun. 30, 2020 | $ 237,814 | 50,237,836 | (42,876,502) | 7,599,148 |
Ending balance, shares at Jun. 30, 2020 | 23,781,431 | |||
Beginning balance, value at Mar. 31, 2020 | $ 212,767 | 46,817,573 | (41,348,517) | 5,681,823 |
Beginning balance, shares at Mar. 31, 2020 | 21,276,762 | |||
Net loss | (1,527,985) | (1,527,985) | ||
Private investment offering, net of offering costs of $237,030 | $ 22,371 | 3,140,999 | 3,163,370 | |
Private investment offering, net of offering costs of $237,030, shares | 2,237,103 | |||
Stock option exercises | $ 2,676 | 211,716 | 214,392 | |
Stock option exercise, shares | 267,566 | |||
Stock-based compensation | 67,548 | 67,548 | ||
Ending balance, value at Jun. 30, 2020 | $ 237,814 | 50,237,836 | (42,876,502) | 7,599,148 |
Ending balance, shares at Jun. 30, 2020 | 23,781,431 | |||
Beginning balance, value at Dec. 31, 2020 | $ 350,749 | 64,526,664 | (57,086,943) | 7,790,470 |
Beginning balance, shares at Dec. 31, 2020 | 35,074,922 | |||
Net loss | (545,520) | (545,520) | ||
Stock option exercises | $ 2,879 | 376,268 | 379,147 | |
Stock option exercise, shares | 287,932 | |||
Stock-based compensation | 404,718 | 404,718 | ||
Ending balance, value at Mar. 31, 2021 | $ 353,628 | 65,307,650 | (57,632,463) | 8,028,815 |
Ending balance, shares at Mar. 31, 2021 | 35,362,854 | |||
Beginning balance, value at Dec. 31, 2020 | $ 350,749 | 64,526,664 | (57,086,943) | 7,790,470 |
Beginning balance, shares at Dec. 31, 2020 | 35,074,922 | |||
Net loss | (2,099,431) | |||
Stock-based compensation | 615,842 | |||
Ending balance, value at Jun. 30, 2021 | $ 356,350 | 65,858,315 | (59,186,374) | 7,028,291 |
Ending balance, shares at Jun. 30, 2021 | 35,631,239 | |||
Beginning balance, value at Mar. 31, 2021 | $ 353,628 | 65,307,650 | (57,632,463) | 8,028,815 |
Beginning balance, shares at Mar. 31, 2021 | 35,362,854 | |||
Net loss | (1,553,911) | (1,553,911) | ||
Stock option exercises | $ 2,722 | 339,541 | 342,263 | |
Stock option exercise, shares | 268,385 | |||
Stock-based compensation | 211,124 | 211,124 | ||
Ending balance, value at Jun. 30, 2021 | $ 356,350 | $ 65,858,315 | $ (59,186,374) | $ 7,028,291 |
Ending balance, shares at Jun. 30, 2021 | 35,631,239 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Offering Costs | $ 237,030 |
Condensed Consildated Statement
Condensed Consildated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows used in operating activities: | ||
Net loss | $ (2,099,431) | $ (2,279,864) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 337,463 | 96,546 |
Amortization of right-of-use assets | 54,971 | 54,640 |
Stock-based compensation | 615,842 | 194,601 |
Provision recovery of accounts receivable allowances | (112,308) | |
Provision for inventory reserves | 118,927 | 9,578 |
Non-cash loan forgiveness | (20,000) | |
Non-cash interest expense | 13,999 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (51,511) | (817,929) |
Inventories | (3,193,116) | 2,808,903 |
Prepaid expenses and other current assets | 94,664 | 44,604 |
Other assets | (65,898) | |
Accounts payable | 454,713 | 2,106,480 |
Accrued expenses | (2,377,861) | 1,155,687 |
Deferred revenue | 966,399 | |
Operating lease liabilities | (54,434) | (54,506) |
Net cash used in operating activities | (5,205,273) | 3,206,431 |
Cash flows from investing activities: | ||
Purchases of equipment | (297,947) | (71,910) |
Certification costs incurred and capitalized | (308,000) | |
Net cash used in investing activities | (297,947) | (379,910) |
Cash flows from financing activities: | ||
Net proceeds from bank credit lines | 4,865,332 | |
Proceeds from debt | 583,300 | |
Net proceeds from private placement offering | 3,163,370 | |
Bank credit line | (92,905) | |
Proceeds from stock option exercises | 721,409 | 412,050 |
Net cash provided by financing activities | 5,493,836 | 4,158,720 |
Net change in cash | (9,383) | 6,985,241 |
Cash, cash equivalents, and restricted cash - Beginning | 1,571,757 | 1,366,893 |
Cash, cash equivalents, and restricted cash - Ending | 1,562,373 | 8,352,134 |
Cash paid during the period for: | ||
Interest | 106,417 | 8,432 |
Income taxes | $ 32,990 | $ 12,672 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | (1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION Minim, Inc., formerly known as Zoom Telephonics, Inc., and its wholly owned subsidiaries, Zoom Connectivity, Inc. and MTRLC LLC, are herein collectively referred to as the “Company”. We deliver innovative Internet access products that reliably and securely connect homes and offices around the world. We are the exclusive global license holder to the Motorola brand for home networking hardware. The Company designs and manufactures products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax (“MoCA”) adapters and mesh home networking devices. Our AI-driven cloud software platform and applications make network management and security simple for home and business users, as well as the service providers that assist them— leading to higher customer satisfaction and decreased support burden. On June 3, 2021, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to change its legal corporate name from “Zoom Telephonics, Inc.” to “Minim, Inc.”, effective as of June 3, 2021. On July 7, 2021, the Company’s common stock, $ 0.01 Basis of Presentation The accompanying unaudited consolidated financial statements, including the accounts of Minim, Inc. and its wholly-owned subsidiaries, have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. generally accepted accounting principles (“GAAP”) can be condensed or omitted. In the opinion of management, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. All intercompany balances and transactions have been eliminated in consolidation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The results of the Company’s operations can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year or any future periods. Certain prior year amounts have been reclassified to conform to the current year presentation. None of the reclassifications impacted the consolidated statements of operations for the period ended June 30, 2020. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ from those estimates. Significant estimates made by the Company include: 1) allowance for doubtful accounts for accounts receivable (collectability); 2) contract liabilities (sales returns, and other variable considerations); 3) asset valuation allowance for deferred income tax assets; 4) write-downs of inventory for slow-moving and obsolete items, and market valuations; and 5) stock-based compensation. Zoom Connectivity Merger On November 12, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Zoom Connectivity, Inc., (“Zoom Connectivity”), a Delaware corporation, that designs, develops, sells and supports an IoT security platform that enables and secures a better connected home. Under the Merger Agreement, Elm Acquisition Sub, Inc., a wholly-owned subsidiary of the Company, was merged with and into Zoom Connectivity in exchange for 10,784,534 Immediately prior to closing of the Merger Agreement, the majority stockholder of the Company was also the majority stockholder of Zoom Connectivity. As a result of the common ownership upon closing of the transaction, the merger was considered a common-control transaction and was outside the scope of the business combination guidance in ASC 805-50. The entities are deemed to be under common control as of October 9, 2020, which was the date that the majority stockholder acquired control of the Company and, therefore, held control over both companies. The consolidated financial statements incorporate Zoom Connectivity’s financial results and financial information for the period beginning October 9, 2020, and the comparative information of the prior period does not include the financial results of Zoom Connectivity prior to October 9, 2020. The merger of the Company with Zoom Connectivity is referred to as the “Zoom Connectivity Merger” within these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020. The Company’s significant accounting policies did not change during the six months ended June 30, 2021. Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2019-12 “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Issued Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments With the exception of the new standards discussed above, there have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial condition, results of operations and cash flows. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | (3) REVENUE RECOGNITION The Company primarily sells hardware products to its customers. The hardware products include cable modems and gateways, mobile broadband modems, wireless routers, MoCA adapters and mesh home networking devices. The Company derives its net sales primarily from the sales of hardware products to computer peripherals retailers, computer product distributors, OEMs, and direct to consumers and other channel partners via the Internet. The Company accounts for point-of-sale taxes on a net basis. The Company also sells and earns revenues from software as a service (“SaaS”), including software service that enables and secures a better-connected home with the AI-driven smart home WiFi management and security platform. Customers do not have the contractual right or ability to take possession of the hosted software. The Company has concluded that transfer of control of its hardware products transfers to the customer upon shipment or delivery, depending on the delivery terms of the purchase agreement. Revenues from sales of hardware products are recognized at a point in time upon transfer of control. The Company sells software as a SaaS offering. The SaaS agreements are offered over a defined contract period, generally one year, and are sold to Internet service providers, who then promote the services to their subscribers. These services are available as an on-demand application over the defined term. The agreements include service offerings, which deliver applications and technologies via cloud-based deployment models that the Company develops functionality for, provides unspecified updates and enhancements for, and hosts, manages, provides upgrade and support for the customers access by entering into solution agreements for a stated period. The monthly fees charged to the customers are based on the number of subscribers utilizing the services each month, and the revenue recognized generally corresponds to the monthly billing amounts as the services are delivered. Multiple Performance Obligations During the six months ended June 30, 2021, the Company introduced new hardware products that include SaaS software services as a bundled product to its customers. The Company accounts for these sales in accordance with the multiple performance obligation guidance of ASC Topic 606. For multiple performance obligation contracts, the Company accounts for the promises separately as individual performance obligations if they are distinct. Performance obligations are determined to be distinct if they are both capable of being distinct and distinct within the context of the contract. In determining whether performance obligations meet the criteria of being distinct, the Company considers a number of factors, such as degree of interrelation and interdependence between obligations, and whether or not the good or service significantly modifies or transforms another good or service in the contract. SaaS included with certain hardware products is considered distinct from the hardware, and therefore the hardware and SaaS software services offerings are treated as separate performance obligations. After identifying the separate performance obligations, the transaction price is allocated to the separate obligations on a relative standalone selling price basis (“SSP”). SSP’s are generally determined based on the prices charged to customers when the performance obligation is sold separately or using an adjusted market assessment. The estimated SSP of the hardware and SaaS offerings are directly observable from the sales of those products and software based on a range of prices. Revenue is recognized for each distinct performance obligation as control is transferred to the customer. In general, control of the hardware transfers to the customer at time of shipment or delivery while the SaaS offering is delivered over the service period. Revenue attributable to hardware products bundled with SaaS offerings are recognized at the time control of the product transfers to the customer. The transaction price allocated to the SaaS offering is recognized ratably beginning when the customer is expected to activate their account and over a three-year period that the Company has estimated based on the expected replacement of the hardware. The following table includes estimated revenue expected to be recognized in the future related to performance obligations for the SaaS offering that are unsatisfied or (partially unsatisfied) as of June 30, 2021: SCHEDULE OF PERFORMANCE OBLIGATIONS 1 year 2 years Greater than 2 years Total Performance obligations $ 349,961 $ 330,391 $ 322,508 $ 1,002,860 Other considerations of ASC 606 include the following: ● Warranties ● Returned Goods 1.3 775 ● Price protection ● Volume Rebates and Promotion Programs 113 384 Contract Balances The Company records accounts receivable when it has an unconditional right to consideration. Contract liabilities are recorded when cash payments are received or due in advance of performance. Contract liabilities consist of deferred revenue, where the Company has unsatisfied performance obligations. The following table reflects the contract balances as of periods ended: SCHEDULE OF CONTRACT BALANCES Balance Sheet Location June 30, 2021 December 31, 2020 Accounts receivable, net Accounts receivable, net $ 9,254,845 $ 9,203,334 Contract liabilities - current Deferred revenue, current $ 349,961 $ — Contract liabilities – non-current Deferred revenue, non-current $ 652,899 $ — The Company’s business is controlled as a single operating segment that consists of the manufacture and sale of cable modems and gateway, and the majority of the Company’s customers are retailers and distributors. Disaggregated revenue by distribution channel for three and six months ended: SCHEDULE OF DISAGGREGATION OF REVENUE 2021 2020 2021 2020 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Retailers $ 12,995,760 $ 8,321,755 $ 26,787,278 $ 19,296,044 Distributors 1,872,934 1,587,617 2,786,084 2,185,146 Other 24,451 363,385 337,357 747,170 Total $ 14,893,145 $ 10,272,757 $ 29,910,719 $ 22,228,360 Disaggregated revenue by product for three and six months ended: 2021 2020 2021 2020 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cable Modems & gateways $ 12,808,320 $ 9,192,784 $ 27,395,410 $ 20,362,794 Software as a service 152,704 — 277,376 — Other 1,932,121 1,079,973 2,237,933 1,865,566 Total $ 14,893,145 $ 10,272,757 $ 29,910,719 $ 22,228,360 Revenues $ 14,893,145 $ 10,272,757 $ 29,910,719 $ 22,228,360 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | (4) INVENTORIES SCHEDULE OF INVENTORIES Inventories consist of : June 30, 2021 December 31, 2020 Raw materials $ 1,521,699 $ 1,238,332 Work in process 7,414 84,203 Finished goods 18,049,917 15,182,305 Total $ 19,579,030 $ 16,504,840 Finished goods include consigned inventory held by our customers of approximately $ 3.4 2.3 5.6 6.2 214 139 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | (5) ACCRUED EXPENSES Accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES June 30, 2021 December 31, 2020 Inventory $ 280,408 $ 1,458,850 Payroll & related compensation 149,100 853,402 Professional fees 588,156 618,308 Royalty costs 1,586,571 1,906,439 Sales allowances 1,714,068 1,559,847 Sales and use tax 70,528 183,264 Other 656,748 884,953 Total accrued other expenses $ 5,045,579 $ 7,465,063 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (6) COMMITMENTS AND CONTINGENCIES (a) Lease Obligations In May 2020, the Company signed a two 3,218 The agreement includes a one-time option to cancel the second year of lease with three months advance notice. 13 4 27 4 Upon the completion of the Zoom Connectivity Merger, the Company assumed Zoom Connectivity’s office facility lease located at the 848 Elm Street in Manchester, NH. The two 2,656 8 15 In June 2019, the Company signed a twelve June 30, 2020 134 261 The Company performs most of the final assembly, testing, packaging, warehousing and distribution at an approximately 24,000 On April 16, 2021, the Company signed a lease extension to November 30, 2021. 22 49 The Company also had a lease for approximately 1,550 1,500 35 71 At inception of a lease the Company determines whether that lease meets the classification criteria of a finance or operating lease. Some of the Company’s lease arrangements contain lease components (e.g., minimum rent payments) and non-lease components (e.g., maintenance, labor charges, etc.). The Company generally accounts for each component separately based on the estimated standalone price of each component. As of June 30, 2021, the Company’s estimated future minimum committed rental payments, excluding executory costs, under the operating leases described above to their expiration or the earliest possible termination date, whichever is sooner. There is no future minimum committed rental payment that extend beyond 2022. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, and long-term operating lease liabilities on the consolidated balance sheets. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Lease expense is included in general and administrative expenses on the consolidated statements of operations. The following table presents information about the amount and timing of the Company’s operating leases as of June 30, 2021. SCHEDULE OF LEASE MATURITY June 30, 2021 Maturity of Lease Liabilities Lease Payments 2021 (remaining) $ 72,741 2022 22,794 Less: Imputed interest (2,881 ) Present value of operating lease liabilities $ 92,654 Balance Sheet Classification Current maturities of operating lease liabilities $ 92,654 Operating lease liabilities, less current maturities — Total operating lease liabilities $ 92,654 Other Information Weighted-average remaining lease term for operating leases 0.7 Weighted-average discount rate for operating leases 7.1 % Cash Flows During the three months ended June 30, 2021 and 2020, the Company recorded an additional lease liability and corresponding right-of-use asset of $ 59 96 58 55 55 55 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2021 2020 Six Months Ended June 30, 2021 2020 Operating cash flow information: Amounts included in measurement of lease liabilities $ 59,202 $ 57,404 Non-cash activities: Right-of-use assets obtained in exchange for lease obligations $ 59,202 $ 96,199 (b) Commitments The Company is party to a license agreement with Motorola Mobility LLC pursuant to which the Company has an exclusive license to use certain trademarks owned by Motorola Trademark Holdings, LLC for the manufacture, sale and marketing of consumer cable modem products, consumer routers, WiFi range extenders, MoCa adapters, cellular sensors, home powerline network adapters, and access points worldwide through a wide range of authorized sales channels. The license agreement, has a term ending December 31, 2025. In connection with the License Agreement, the Company has committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company is required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments as follows: SCHEDULE OF MINIMUM ANNUAL ROYALTY PAYMENTS Years ending December 31, 2021 (remaining) $ 3,175,000 2022 6,600,000 2023 6,850,000 2024 7,100,000 2025 7,100,000 Total $ 30,825,000 Total minimum royalty payments $ 30,825,000 Royalty expense under the license agreement was $ 1.6 1.3 3.2 2.5 (c) Contingencies The Company is party to various lawsuits and administrative proceedings arising in the ordinary course of business. The Company evaluates such lawsuits and proceedings on a case-by-case basis, and its policy is to vigorously contest any such claims which it believes are without merit. On February 16, 2021, the Company received a letter from a law firm representing a purported stockholder of the Company requesting the opportunity to review certain books and records of the Company to investigate the possibility of breaches of fiduciary duty by current and former members of the Board of Directors and the Company’s controlling stockholder in connection with his and his affiliates’ acquisition of majority control of the Company without compensating the Company’s minority stockholders and the acquisition by merger of Zoom Connectivity in which he held a substantial equity stake. The parties have been in negotiations with the counsel for the purported stockholder to resolve this matter. The Company believes that the resolution of this matter is likely to include the imposition of certain corporate governance restrictions, which would expand on current practices of the Company over a longer period of time than the standstill agreement currently in effect with the Company’s controlling stockholder, on the Company and the controlling stockholder and his affiliates and the payment of legal expenses. The matter is under negotiation and is subject to change based upon the negotiations and any other factors that may arise. There can be no assurance that this matter will be resolved on satisfactory terms. On June 29, 2021, the Company received a letter from a law firm representing a purported stockholder of the Company making a litigation demand on behalf of the Company and its stockholders to address certain alleged misconduct by the Company’s Board of Directors in connection with the implementation of an amendment to the Company’s Amended and Restated Certificate of Incorporation without having received proper stockholder approval thereof as required under Delaware corporation law. The letter demanded that the Board of Directors take immediate action to: deem the amendment ineffective and make appropriate disclosure of that fact and seek a valid stockholder approval of the amendment; and adopt and implement adequate internal controls and systems at the Company designed to prohibit and prevent a recurrence of the circumstances. The letter requested a response or contact with the law firm on or before July 16, 2021. On June 30, 2021, the Company filed with the Delaware Secretary of State a Certificate of Correction to void the previously filed amendment to the Company’s Amended and Restated Certificate of Incorporation. The Company filed an amendment to a Current Report on Form 8-K to disclose these matters. The Company held a special meeting of stockholders on July 22, 2021 and received the requisite stockholder approval of the amendment. On July 23, 2021, the Company filed with the Delaware Secretary of State an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of capital stock to 62,000,000 60,000,000 2,000,000 The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the loss can be reasonably estimated. This review is updated periodically as additional information becomes available. If both of the criteria are not met, the Company reassesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of the loss or range of losses, that the amount is not material, or that an estimate of the loss cannot be made. Except for the matter disclosed above, at June 30, 2021, the Company is not currently a party to any legal proceedings that, if determined adversely to the Company, in management’s opinion, are currently expected to individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition taken as a whole. The Company expenses its legal fees as incurred. In the ordinary course of its business, in addition to the matters described above, the Company is subject to lawsuits, arbitrations, claims, and other legal proceedings in connection with their business. Some of such additional proceedings include claims for substantial or unspecified compensatory and/or punitive damages. A substantial adverse judgment or other unfavorable resolution of such matters could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows. Management believes that the Company has adequate legal defenses with respect to such additional legal proceedings to which it is a defendant or respondent and that the outcome of such proceedings is not likely to have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, the Company is unable to predict the outcome of these matters. |
BANK CREDIT LINES AND GOVERNMEN
BANK CREDIT LINES AND GOVERNMENT LOANS | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
BANK CREDIT LINES AND GOVERNMENT LOANS | (7) BANK CREDIT LINES AND GOVERNMENT LOANS Bank Credit Line On December 18, 2012 and as amended, the Company entered into a Financing Agreement with Rosenthal & Rosenthal, Inc. (the “Financing Agreement”). The Financing Agreement provided for up to $ 4.0 5.0 On March 12, 2021, the Company terminated its Financing Agreement with Rosenthal & Rosenthal, Inc. and entered into a new loan and security agreement with Silicon Valley Bank (the “SVB Loan Agreement”). The SVB Loan Agreement provides for a revolving facility up to a principal amount of $ 12.0 March 12, 2023 Loans under the credit facility bear interest at a rate per annum equal to (i) at all times when a streamline period is in effect, the greater of (a) one-half of one percent (0.50%) above the Prime Rate or (b) three and three-quarters of one percent (3.75%) and (ii) at all times when a streamline period is not effect, the greater of (a) one percent (1.0%) above the Prime Rate and (b) four and one-quarter of one percent (4.25%). Interest is payable monthly. The availability of borrowings under the SVB Loan Agreement are subject to certain conditions and requirements, and the borrowing base amount is up to (a) 85% of eligible accounts receivable balances plus (b) the least of (i) 60% of eligible inventory, (ii) 85% of net orderly liquidation value, and (iii) $4.8 million. In conjunction with the SVB Loan Agreement, the Company secured a $ 1.0 The Company incurred $ 93 78 3 106 8 As of June 30, 2021, the Company had $ 7.3 79 2.8 4.25 Government Loans On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted to provide financial aid to family and businesses impacted by the COVID-19 pandemic. The Company participated in the CARES Act, and on April 15, 2020, the Company entered into a note payable with Primary Bank, a bank under the Small Business Administration (“SBA”), Paycheck Protection Program (“PPP”) in the amount of $ 583 March 15, 2022 1 two years 513 On April 11, 2020, Zoom Connectivity entered into a note payable with Primary Bank and received $ 545 March 11, 2022 1 two years 535 3 In February 2021, the Company received an additional forgiveness of $ 20 For the period ended June 30, 2021, the Company has recorded $ 61 65 15 |
SIGNIFICANT CUSTOMER AND DEPEND
SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS | (8) SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS Relatively few companies account for a substantial portion of the Company’s revenues. In the three months ended June 30, 2021, three companies accounted for 10% or greater individually and 93 78 88 89 85 89 The Company’s customers generally do not enter into long-term agreements obligating them to purchase products. The Company may not continue to receive significant revenues from any of these or from other large customers. A reduction or delay in orders from any of the Company’s significant customers, or a delay or default in payment by any significant customer could materially harm the Company’s business and prospects. Because of the Company’s significant customer concentration, its net sales and operating income could fluctuate significantly due to changes in political or economic conditions, or the loss, reduction of business, or less favorable terms for any of the Company’s significant customers. The Company participates in the PC peripherals industry, which is characterized by aggressive pricing practices, continually changing customer demand patterns and rapid technological developments. The Company’s operating results could be adversely affected should the Company be unable to successfully anticipate customer demand accurately; manage its product transitions, inventory levels and manufacturing process efficiently; distribute its products quickly in response to customer demand; differentiate its products from those of its competitors or compete successfully in the markets for its new products. The Company depends on many third-party suppliers for key components contained in its product offerings. For some of these components, the Company may only use a single source supplier, in part due to the lack of alternative sources of supply. During the three months ended June 30, 2021, the Company had one supplier that provided 99 98 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | (9) INCOME TAXES During the six months ended June 30, 2021 and 2020, we recorded no We have evaluated the positive and negative evidence bearing upon the Company’s ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards and research and development tax credits. We considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and we have concluded that it is more likely than not that we will not realize the benefits of our deferred tax assets. As a result, as of June 30, 2021 and December 31, 2020, we recorded a full valuation allowance against our net deferred tax assets. As of June 30, 2021 and December 31, 2020, the Company had federal net operating loss carry-forwards of approximately $ 64 61.8 2021 15.9 21 19.2 They are due to expire in varying amounts from 2032 through 2040. 31 33 6 13 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
Net loss per share: | |
EARNINGS (LOSS) PER SHARE | (10) EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares. Diluted earnings (loss) per share reflects additional common shares that would have been outstanding if dilutive potential shares of Common Stock had been issued. Potential shares of Common Stock that may be issued by the Company include shares of Common Stock that may be issued upon exercise of outstanding stock options. Under the treasury stock method, the unexercised options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase shares of Common Stock at the average market price during the period. Net loss per share for the three and six months ended June 30, 2021 and 2020, respectively, are as follows: SCHEDULE OF NET LOSS PER SHARE June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Numerator: Net loss $ (1,553,911 ) $ (1,527,985 ) $ (2,099,431 ) $ (2,279,864 ) Denominator: Weighted average common shares - basic 35,482,181 22,275,441 35,368,931 21,776,101 Potentially dilutive common share equivalent 1,511,030 314,493 1.511,030 314,493 Weighted average common shares - dilutive $ 36,993,211 $ 22,589,934 36,879,961 22,090,594 Basic net loss per share $ (0.04 ) $ (0.07 ) $ (0.06 ) $ (0.10 ) Diluted net loss per share $ (0.04 ) $ (0.07 ) $ (0.06 ) $ (0.10 ) Diluted loss per common share excludes the effects of 1,511,030 314,493 1,511,030 314,493 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | (11) RELATED PARTY TRANSACTIONS Zoom Connectivity On November 12, 2020, the Company entered into the Merger Agreement pursuant to which the Company and Zoom Connectivity merged and combined their businesses. Zoom Connectivity offers a cloud WiFi management platform that enables and secures a better-connected home by providing AI-driven WiFi management and IoT security platform for homes, SMBs, and broadband service providers. Mr. Jeremy Hitchcock was Chairman and, together with Ms. Elizabeth Hitchcock, a controlling stockholder of Zoom Connectivity. Prior to the Zoom Connectivity Merger, the Company had licensed Zoom Connectivity software products and, upon completion of the Zoom Connectivity Merger, the Company expected to integrate not only the Zoom Connectivity software with the Company’s hardware products but also to combine Zoom Connectivity’s business-to-business sales channels with the Company’s retail channels. Immediately prior to execution of the Merger Agreement, Mr. Hitchcock, the Company’s Chairman of the Board of Directors, and Ms. Hitchcock, his spouse and a director of the Company, were, through investment vehicles jointly beneficially owned by them, the majority stockholders of both the Company and Zoom Connectivity. Zoom Connectivity Relationship On July 25, 2019, the Company entered into a Master Partnership Agreement with Zoom Connectivity together with a related Statement of Work, License, Collaborative Agreement, Software/Service Availability Agreement and Software/Service Support Level Agreement (collectively, the “Partnership Agreement”). Mr. Hitchcock was the Chairman of Zoom Connectivity. Under the Partnership Agreement, the Company would integrate software and services into certain hardware products distributed by the Company, and Zoom Connectivity would be entitled to certain fees and a portion of revenue received from the end users of such services and software. The Company and Zoom Connectivity entered into an additional Statement of Work on December 31, 2019 providing for further integration of Zoom Connectivity services, with a monthly minimum payment of $ 5 36 months 90 15 45 45 45 no Zoom Connectivity leases office space located at the 848 Elm Street, Manchester, NH. The landlord is an affiliate entity owned by Mr. Hitchcock. The two 2,656 30 8 15 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | (12) SUBSEQUENT EVENTS On July 7, 2021, the Company’s Common Stock ceased trading on the OTCQB and commenced trading on The Nasdaq Capital Market under the ticker symbol “MINM.” On July 20, 2021, the Company renewed its Manchester, New Hampshire headquarter offices with an effective term from August 1, 2021 to July 31, 2022. 30,000 A proposal on the amendment to our Amended and Restated Certificate of Incorporation was considered but not approved by the stockholders of the Company at its 2021 Annual Meeting of Stockholders held on June 2, 2021. The voting results of this proposal reflected a tabulation report that treated the proposal as “routine”; however, the Company’s proxy materials for the 2021 Annual Meeting of Stockholders described the proposal as “non-routine.” When tabulated as a non-routine matter, this proposal was not approved by the Company’s stockholders. Certain shares of Common Stock beneficially owned by executive officers and directors of the Company who had been stockholders of Zoom Connectivity, inadvertently were not voted at the meeting. If those votes had been cast at the meeting and were voted for the proposal, the proposal would have been approved by the requisite vote of the Company’s stockholders. See Note (6), Commitments and Contingencies in these Notes to Consolidated Financial Statements (Unaudited). On June 30, 2021, the Company filed with the Secretary of State of the State of Delaware a Certificate of Correction to void the previously filed amendment to the Company’s Certificate of Incorporation. The Company held a special meeting of stockholders on July 22, 2021 and received the requisite stockholder approval of the amendment. On July 23, 2021, the Company filed with the Delaware Secretary of State an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of capital stock to 62,000,000 60,000,000 2,000,000 0.001 On July 28, 2021, the Company entered into an underwriting agreement with B. Riley Securities, Inc., as representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 10,000,000 2.50 2.32715 1,500,000 22.7 10,000,000 One August 12, 2021, the Company entered into an agreement with Zoom Video Communications, Inc. (“Zoom Video”) to sell, and sold, all of the Company’s right, title and interest in the ZOOM® trademark for cash consideration in the amount of $ 4 The Company has evaluated subsequent events from June 30, 2021 through the date of this filing and has determined that there are no additional events requiring recognition or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2019-12 “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Issued Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments With the exception of the new standards discussed above, there have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial condition, results of operations and cash flows. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF PERFORMANCE OBLIGATIONS | The following table includes estimated revenue expected to be recognized in the future related to performance obligations for the SaaS offering that are unsatisfied or (partially unsatisfied) as of June 30, 2021: SCHEDULE OF PERFORMANCE OBLIGATIONS 1 year 2 years Greater than 2 years Total Performance obligations $ 349,961 $ 330,391 $ 322,508 $ 1,002,860 |
SCHEDULE OF CONTRACT BALANCES | The following table reflects the contract balances as of periods ended: SCHEDULE OF CONTRACT BALANCES Balance Sheet Location June 30, 2021 December 31, 2020 Accounts receivable, net Accounts receivable, net $ 9,254,845 $ 9,203,334 Contract liabilities - current Deferred revenue, current $ 349,961 $ — Contract liabilities – non-current Deferred revenue, non-current $ 652,899 $ — |
SCHEDULE OF DISAGGREGATION OF REVENUE | Disaggregated revenue by distribution channel for three and six months ended: SCHEDULE OF DISAGGREGATION OF REVENUE 2021 2020 2021 2020 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Retailers $ 12,995,760 $ 8,321,755 $ 26,787,278 $ 19,296,044 Distributors 1,872,934 1,587,617 2,786,084 2,185,146 Other 24,451 363,385 337,357 747,170 Total $ 14,893,145 $ 10,272,757 $ 29,910,719 $ 22,228,360 Disaggregated revenue by product for three and six months ended: 2021 2020 2021 2020 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cable Modems & gateways $ 12,808,320 $ 9,192,784 $ 27,395,410 $ 20,362,794 Software as a service 152,704 — 277,376 — Other 1,932,121 1,079,973 2,237,933 1,865,566 Total $ 14,893,145 $ 10,272,757 $ 29,910,719 $ 22,228,360 Revenues $ 14,893,145 $ 10,272,757 $ 29,910,719 $ 22,228,360 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | SCHEDULE OF INVENTORIES Inventories consist of : June 30, 2021 December 31, 2020 Raw materials $ 1,521,699 $ 1,238,332 Work in process 7,414 84,203 Finished goods 18,049,917 15,182,305 Total $ 19,579,030 $ 16,504,840 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES June 30, 2021 December 31, 2020 Inventory $ 280,408 $ 1,458,850 Payroll & related compensation 149,100 853,402 Professional fees 588,156 618,308 Royalty costs 1,586,571 1,906,439 Sales allowances 1,714,068 1,559,847 Sales and use tax 70,528 183,264 Other 656,748 884,953 Total accrued other expenses $ 5,045,579 $ 7,465,063 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF LEASE MATURITY | The following table presents information about the amount and timing of the Company’s operating leases as of June 30, 2021. SCHEDULE OF LEASE MATURITY June 30, 2021 Maturity of Lease Liabilities Lease Payments 2021 (remaining) $ 72,741 2022 22,794 Less: Imputed interest (2,881 ) Present value of operating lease liabilities $ 92,654 Balance Sheet Classification Current maturities of operating lease liabilities $ 92,654 Operating lease liabilities, less current maturities — Total operating lease liabilities $ 92,654 Other Information Weighted-average remaining lease term for operating leases 0.7 Weighted-average discount rate for operating leases 7.1 % |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES | Supplemental cash flow information and non-cash activity related to our operating leases are as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2021 2020 Six Months Ended June 30, 2021 2020 Operating cash flow information: Amounts included in measurement of lease liabilities $ 59,202 $ 57,404 Non-cash activities: Right-of-use assets obtained in exchange for lease obligations $ 59,202 $ 96,199 |
SCHEDULE OF MINIMUM ANNUAL ROYALTY PAYMENTS | In connection with the License Agreement, the Company has committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company is required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments as follows: SCHEDULE OF MINIMUM ANNUAL ROYALTY PAYMENTS Years ending December 31, 2021 (remaining) $ 3,175,000 2022 6,600,000 2023 6,850,000 2024 7,100,000 2025 7,100,000 Total $ 30,825,000 Total minimum royalty payments $ 30,825,000 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Net loss per share: | |
SCHEDULE OF NET LOSS PER SHARE | Net loss per share for the three and six months ended June 30, 2021 and 2020, respectively, are as follows: SCHEDULE OF NET LOSS PER SHARE June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Numerator: Net loss $ (1,553,911 ) $ (1,527,985 ) $ (2,099,431 ) $ (2,279,864 ) Denominator: Weighted average common shares - basic 35,482,181 22,275,441 35,368,931 21,776,101 Potentially dilutive common share equivalent 1,511,030 314,493 1.511,030 314,493 Weighted average common shares - dilutive $ 36,993,211 $ 22,589,934 36,879,961 22,090,594 Basic net loss per share $ (0.04 ) $ (0.07 ) $ (0.06 ) $ (0.10 ) Diluted net loss per share $ (0.04 ) $ (0.07 ) $ (0.06 ) $ (0.10 ) |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - $ / shares | Nov. 12, 2020 | Jun. 30, 2021 | Jul. 07, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Entity listing, description | On July 7, 2021, the Company’s common stock, $0.01 par value per share (the “Common Stock”), ceased trading on the OTCQB and commenced trading on The Nasdaq Capital Market under the ticker symbol “MINM.” | |||
Common stock, par value | $ 0.01 | $ 0.01 | ||
Shares issued in zoom connectivity merger | 10,784,534 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | $ 0.01 |
SCHEDULE OF PERFORMANCE OBLIGAT
SCHEDULE OF PERFORMANCE OBLIGATIONS (Details) | Jun. 30, 2021USD ($) |
Disaggregation of Revenue [Line Items] | |
Performance obligations | $ 1,002,860 |
1 Year [Member] | |
Disaggregation of Revenue [Line Items] | |
Performance obligations | 349,961 |
2 Years [Member] | |
Disaggregation of Revenue [Line Items] | |
Performance obligations | 330,391 |
Greater than 2 Years [Member] | |
Disaggregation of Revenue [Line Items] | |
Performance obligations | $ 322,508 |
SCHEDULE OF CONTRACT BALANCES (
SCHEDULE OF CONTRACT BALANCES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 9,254,845 | $ 9,203,334 |
Contract liabilities - current | 349,961 | |
Contract liabilities – non-current | $ 652,899 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 14,893,145 | $ 10,272,757 | $ 29,910,719 | $ 22,228,360 |
Cable Modems & Gateways [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,808,320 | 9,192,784 | 27,395,410 | 20,362,794 |
Software as a Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 152,704 | 277,376 | ||
Other Hardware [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,932,121 | 1,079,973 | 2,237,933 | 1,865,566 |
Retailers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,995,760 | 8,321,755 | 26,787,278 | 19,296,044 |
Distributors [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,872,934 | 1,587,617 | 2,786,084 | 2,185,146 |
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 24,451 | $ 363,385 | $ 337,357 | $ 747,170 |
REVENUE RECOGNITION (Details Na
REVENUE RECOGNITION (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Sales returns accrual | $ 1,300 | $ 775 |
Rebate and promotion accrual amount | $ 113 | $ 384 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,521,699 | $ 1,238,332 |
Work in process | 7,414 | 84,203 |
Finished goods | 18,049,917 | 15,182,305 |
Total | $ 19,579,030 | $ 16,504,840 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Finished goods held by customer | $ 3,400 | $ 2,300 |
In-transit inventory | 5,600 | 6,200 |
Provision for inventory reserves | $ 214 | $ 139 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Inventory | $ 280,408 | $ 1,458,850 |
Payroll & related compensation | 149,100 | 853,402 |
Professional fees | 588,156 | 618,308 |
Royalty costs | 1,586,571 | 1,906,439 |
Sales allowances | 1,714,068 | 1,559,847 |
Sales and use tax | 70,528 | 183,264 |
Other | 656,748 | 884,953 |
Total accrued other expenses | $ 5,045,579 | $ 7,465,063 |
SCHEDULE OF LEASE MATURITY (Det
SCHEDULE OF LEASE MATURITY (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 (remaining) | $ 72,741 | |
2022 | 22,794 | |
Less: Imputed interest | (2,881) | |
Present value of operating lease liabilities | 92,654 | |
Current maturities of operating lease liabilities | 92,654 | $ 65,651 |
Operating lease liabilities, less current maturities | $ 22,235 | |
Total operating lease liabilities | $ 92,654 | |
Weighted-average remaining lease term for operating leases | 8 months 12 days | |
Weighted-average discount rate for operating leases | 7.10% |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Amounts included in measurement of lease liabilities | $ 59,000 | $ 96,000 | $ 59,202 | $ 57,404 |
Right-of-use assets obtained in exchange for lease obligations | $ 59,202 | $ 96,199 |
SCHEDULE OF MINIMUM ANNUAL ROYA
SCHEDULE OF MINIMUM ANNUAL ROYALTY PAYMENTS (Details) | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (remaining) | $ 3,175,000 |
2022 | 6,600,000 |
2023 | 6,850,000 |
2024 | 7,100,000 |
2025 | 7,100,000 |
Total minimum royalty payments | $ 30,825,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Apr. 16, 2021 | Dec. 04, 2020ft² | May 31, 2020ft² | Jun. 30, 2019 | Jun. 30, 2021USD ($)ft²shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)ft²shares | Jun. 30, 2020USD ($) | Jul. 23, 2021shares | Dec. 31, 2020shares |
Product Liability Contingency [Line Items] | ||||||||||
Amounts included in measurement of lease liabilities | $ 59,000 | $ 96,000 | $ 59,202 | $ 57,404 | ||||||
Reduction in operating lease liability | 58 | 55 | ||||||||
Amortization expense of right-of-use assets | 55,000 | 55,000 | ||||||||
Royalty expense | $ 1,600,000 | 1,300,000 | $ 3,200,000 | 2,500,000 | ||||||
Common stock, authorized | shares | 40,000,000 | 40,000,000 | 40,000,000 | |||||||
Subsequent Event [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Shares authorized | shares | 62,000,000 | |||||||||
Common stock, authorized | shares | 60,000,000 | |||||||||
Preferred stock, authorized | shares | 2,000,000 | |||||||||
275 Turnpike Executive Park in Canton, MA [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Lease term | 2 years | |||||||||
Lease area | ft² | 3,218 | |||||||||
Option to cancel lease | The agreement includes a one-time option to cancel the second year of lease with three months advance notice. | |||||||||
Rent expense | $ 13,000 | 4,000 | $ 27,000 | 4,000 | ||||||
848 Elm Street in Manchester, NH [Member] | Zoom Connectivity, Inc. [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Lease term | 2 years | |||||||||
Lease area | ft² | 2,656 | |||||||||
Rent expense | $ 8,000 | $ 15,000 | ||||||||
Lease term description | The two-year facility lease agreement is effective from August 1, 2019 to July 31, 2021 | |||||||||
225 Franklin Street, Boston, MA [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Lease term | 12 months | |||||||||
Rent expense | 134,000 | 261,000 | ||||||||
Lease expiration date | Jun. 30, 2020 | |||||||||
Tijuana, Mexico [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Lease area | ft² | 24,000 | 24,000 | ||||||||
Rent expense | $ 22,000 | $ 49,000 | ||||||||
Lease extension | On April 16, 2021, the Company signed a lease extension to November 30, 2021. | |||||||||
Boston, MA [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Rent expense | $ 35,000 | $ 71,000 | ||||||||
Lease term description | The Company also had a lease for approximately 1,550 square feet in Boston, MA that expired on October 31, 2019 and was terminated effective June 30, 2020. The Company had another lease for approximately 1,500 square feet in Boston that was terminated effective July 31, 2020. | |||||||||
Boston, MA [Member] | Terminated on June 30, 2020 [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Lease area | ft² | 1,550 | 1,550 | ||||||||
Boston, MA [Member] | Terminated on July 31, 2020 [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Lease area | ft² | 1,500 | 1,500 |
BANK CREDIT LINES AND GOVERNM_2
BANK CREDIT LINES AND GOVERNMENT LOANS (Details Narrative) - USD ($) | Mar. 12, 2021 | Apr. 15, 2020 | Feb. 28, 2021 | Nov. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Feb. 04, 2021 | Dec. 31, 2020 | Apr. 11, 2020 | Dec. 18, 2012 |
Line of Credit Facility [Line Items] | ||||||||||||
Line of credit outstanding | $ 7,228,672 | $ 7,228,672 | $ 2,442,246 | |||||||||
Current maturities of long-term loan | 60,470 | 60,470 | 65,225 | |||||||||
Paycheck Protection Program [Member] | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Interest rate | 1.00% | |||||||||||
Notes payable | $ 583,000 | |||||||||||
Maturity date | Mar. 15, 2022 | |||||||||||
Loan term | 2 years | |||||||||||
Loan forgiveness | $ 20,000 | $ 513,000 | ||||||||||
Current maturities of long-term loan | 61,000 | 61,000 | 65,000 | |||||||||
Long term loan | $ 15,000 | |||||||||||
Paycheck Protection Program [Member] | Zoom Connectivity, Inc. [Member] | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Interest rate | 1.00% | |||||||||||
Notes payable | $ 545,000 | |||||||||||
Maturity date | Mar. 11, 2022 | |||||||||||
Loan term | 2 years | |||||||||||
Loan forgiveness | 535,000 | |||||||||||
Forgiveness for accrued interest | $ 3,000 | |||||||||||
Financing Agreement [Member] | Rosenthal and Rosenthal, Inc. [Member] | Revolving Credit Facility [Member] | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 5,000,000 | $ 4,000,000 | ||||||||||
SVB Loan Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 12,000,000 | |||||||||||
Agreement maturity date | Mar. 12, 2023 | |||||||||||
Interest rate terms | Loans under the credit facility bear interest at a rate per annum equal to (i) at all times when a streamline period is in effect, the greater of (a) one-half of one percent (0.50%) above the Prime Rate or (b) three and three-quarters of one percent (3.75%) and (ii) at all times when a streamline period is not effect, the greater of (a) one percent (1.0%) above the Prime Rate and (b) four and one-quarter of one percent (4.25%). Interest is payable monthly. | |||||||||||
Borrowings availability conditions | The availability of borrowings under the SVB Loan Agreement are subject to certain conditions and requirements, and the borrowing base amount is up to (a) 85% of eligible accounts receivable balances plus (b) the least of (i) 60% of eligible inventory, (ii) 85% of net orderly liquidation value, and (iii) $4.8 million. In conjunction with the SVB Loan Agreement, the Company secured a $1.0 million commercial credit card line. | |||||||||||
Debt discount | $ 93,000 | |||||||||||
Interest expense | 78,000 | $ 3,000 | 106,000 | $ 8,000 | ||||||||
Line of credit outstanding | 7,300,000 | 7,300,000 | ||||||||||
Origination cost | 79,000 | 79,000 | ||||||||||
Available line of credit amount | $ 2,800,000 | $ 2,800,000 | ||||||||||
Interest rate | 4.25% | 4.25% | ||||||||||
SVB Loan Agreement [Member] | Revolving Credit Facility [Member] | Commercial Credit Card [Member] | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Secured loan | $ 1,000,000 |
SIGNIFICANT CUSTOMER AND DEPE_2
SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Companies [Member] | ||||
Concentration Risk [Line Items] | ||||
Percent concentration | 93.00% | 88.00% | 89.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Companies [Member] | ||||
Concentration Risk [Line Items] | ||||
Percent concentration | 85.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Companies [Member] | ||||
Concentration Risk [Line Items] | ||||
Percent concentration | 78.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Four Companies [Member] | ||||
Concentration Risk [Line Items] | ||||
Percent concentration | 89.00% | |||
Inventories [Member] | Supplier Concentration Risk [Member] | One Supplier [Member] | ||||
Concentration Risk [Line Items] | ||||
Percent concentration | 99.00% | 98.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||||
Research and development tax credits | $ 0 | $ 0 | $ 0 | $ 0 | |
Income tax expense | 31,490 | $ 6,356 | 32,990 | $ 12,672 | |
Domestic Tax Authority [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carry-forwards | 64,000,000 | $ 64,000,000 | $ 61,800,000 | ||
Net operating loss carry-forwards expiration year | 2021 | ||||
Net operating loss carry-forward indefinitely | 15,900,000 | $ 15,900,000 | |||
State and Local Jurisdiction [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carry-forwards | $ 21,000,000 | $ 21,000,000 | $ 19,200,000 | ||
Net operating loss carry-forwards expiration description | They are due to expire in varying amounts from 2032 through 2040. |
SCHEDULE OF NET LOSS PER SHARE
SCHEDULE OF NET LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net loss per share: | ||||||
Net loss | $ (1,553,911) | $ (545,520) | $ (1,527,985) | $ (751,879) | $ (2,099,431) | $ (2,279,864) |
Weighted average common shares - basic | 35,482,181 | 22,275,441 | 35,368,931 | 21,776,101 | ||
Potentially dilutive common share equivalent | 1,511,030 | 314,493 | 1,511.030 | 314,493 | ||
Weighted average common shares - dilutive | 36,993,211 | 22,589,934 | 36,879,961 | 22,090,594 | ||
Basic net loss per share | $ (0.04) | $ (0.07) | $ (0.06) | $ (0.10) | ||
Diluted net loss per share | $ (0.04) | $ (0.07) | $ (0.06) | $ (0.10) |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details Narrative) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net loss per share: | ||||
Anti-dilutive securities | 1,511,030 | 314,493 | 1,511,030 | 314,493 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Dec. 04, 2020ft² | Dec. 31, 2019USD ($) | Jul. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) |
Zoom Connectivity, Inc. [Member] | 848 Elm Street in Manchester, NH [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Lease term description | The two-year facility lease agreement is effective from August 1, 2019 to July 31, 2021 | |||||
Lease term | 2 years | |||||
Lease area | ft² | 2,656 | |||||
Annual rental price | $ 30,000 | |||||
Operating Lease, Expense | $ 8,000 | 15,000 | ||||
Partnership Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related party | 0 | 0 | ||||
Due to related parties | $ 0 | $ 0 | ||||
Partnership Agreement [Member] | Zoom Connectivity [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Minimum payment for services payable monthly | $ 5,000 | $ 15,000 | ||||
Payment duration | 36 months | |||||
Minimum purchase requirement of hardware | $ 90,000 | |||||
Payment to related party | $ 45,000 | |||||
Related party expense | $ 45,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Aug. 12, 2021 | Aug. 02, 2021 | Jul. 28, 2021 | Jul. 20, 2021 | Jul. 23, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||
Common stock, authorized | 40,000,000 | 40,000,000 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares authorized | 62,000,000 | ||||||
Common stock, authorized | 60,000,000 | ||||||
Preferred stock, authorized | 2,000,000 | ||||||
Preferred stock, par value | $ 0.001 | ||||||
Subsequent Event [Member] | Zoom Video Communications [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash consideration | $ 4 | ||||||
Subsequent Event [Member] | Underwriters Public Offering [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Aggregated shares issued | 10,000,000 | 10,000,000 | |||||
Offering price per share | $ 2.50 | ||||||
Share price per share | $ 2.32715 | ||||||
Additional shares granted | 1,500,000 | ||||||
Aggregate net proceeds | $ 22,700,000 | ||||||
Manchester, New Hampshire [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Lease term description | On July 20, 2021, the Company renewed its Manchester, New Hampshire headquarter offices with an effective term from August 1, 2021 to July 31, 2022. | ||||||
Annual rental expense | $ 30,000 |