FIEE 8-K
FiEE, Inc. (FIEE)
8-K
2021-05-17
For: 2021-05-17
View Original
Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported) May 17, 2021
ZOOM
TELEPHONICS, INC.
(Exact
Name Of Registrant As Specified In Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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001-37649
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04-2621506
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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848 Elm Street, Manchester, NH
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03101
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(Address of Principal Executive Offices)
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(Zip Code)
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(833)
966-4646
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of
the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of
this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02
Results of Operations and Financial Condition.
On
May 17, 2021, Zoom Telephonics, Inc. (the “Company”)
issued a press release announcing its financial results for the
quarter ended March 31, 2021. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein in its
entirety by reference.
The
information furnished pursuant to Item 2.02 of this Current Report
on Form 8-K and in Exhibit 99.1 shall not be deemed to be
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, is not subject to the liabilities
of that section and is not deemed incorporated by reference in any
filing of the Company’s under the Securities Act of 1933, as
amended, except as otherwise expressly stated in such
filing.
Except
for historical information contained in the press release attached
as an exhibit hereto, the press release contains forward-looking
statements which involve certain risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by these statements. Please refer to the cautionary note in
the press release regarding these forward-looking
statements.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Title
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Press
release of Zoom Telephonics, Inc., dated May 17, 2021, announcing
its financial results for the quarter
ended March 31, 2021.
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Dated: May 17, 2021
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ZOOM TELEPHONICS, INC.
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By:
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/s/ Sean Doherty
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Name:
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Sean Doherty
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Title:
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Chief Financial Officer
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Exhibit 99.1
Minim Reports 26% Increase in Q1 Revenue to a Record $15.0
Million
Company Announces Third Sequential Quarter of Record Revenue
Growth;
Reports Deferred Software Subscription Revenue for the First
Time; and
Company
Submits Application for NASDAQ Uplisting
Manchester, NH (May 17, 2021) — Zoom Telephonics, Inc.,
doing business as Minim
(OTCQB: MINM), the creator of
innovative internet access products under the globally-recognized
Motorola® brand, today reported first quarter financial
results for the period ended March 31, 2021.
Q1 2021 Financial Highlights:
●
Record
net revenue of $15.0 million and record revenue growth of 26% year
over year, and a 9% increase sequentially from Q4
2020.
●
Revenue Bookings1 of $15.3 million; deferred revenue as of March 31,
2021 was $265,000, reflecting software subscription revenue to be
recognized in future periods.
●
Continued
improvement in gross margin at 34.0%, up 810 basis points
year-over-year compared to 25.9% in Q1 2020 and up 120 basis points
sequentially compared to 32.8% in Q4 2020.
●
Improved
operational efficiency with a net loss of $546,000, compared to a
net loss of $752,000 in Q1 2020 and a net loss of $1.2 million in
Q4 2020.
●
Expanded
total credit availability with signing of a $13 million credit line
with Silicon Valley Bank.
Recent Business Highlights
●
Launched
nationwide availability of two next-generation DOCSIS 3.1
networking devices and an intelligent mobile app in a record eight
retailers.
●
Signed
new business agreement with ANY LAB TEST NOW to provide secure WiFi
solutions for its patient health data; added as a technology vendor
for its over 190 locations.
●
Expanded
AI-driven Trusted Home platform in partnership with Irdeto with new
data centers in Amsterdam and Moscow.
●
Won
award for Achievement in Growth at the 2021 American Business
Awards.
●
Trailblazed
the first Cable Labs-certified Low Latency Device in a WiFi 6
modem/router that will be a “luxury car” product for
gamers, video streamers, and remote workers in fall
2021.
●
Presented
at VirtualInvestorsConference.com by OTC Markets and will be
presenting at Sidoti Microcap Conference on May 19, 2021 at 9:15 am
(details on ir.minim.com).
●
Board unanimously voted to uplist to The NASDAQ
Capital Market, and the application has been filed.2
__________________
1
Revenue Bookings (non-GAAP) are defined as GAAP Revenue plus the
change in Deferred Revenue recorded within the financial reporting
period being disclosed.
2 The listing
of the company’s common shares on a national exchange is
subject to exchange approval and the company’s ability to
satisfy all applicable listing and regulatory requirements. There
is no assurance that a national exchange will approve the
company’s application or that the company will complete the
listing as proposed.
●
Board
unanimously voted to officially change the company’s name to
Minim, Inc. The change will be made effective promptly after the
upcoming Annual Meeting which is scheduled on June 2,
2021.
“Our
strong first quarter demonstrates that we are answering the robust
demand for advanced connectivity solutions and delivering on the
strategic, software-driven playbook we outlined in the
merger,” said Gray Chynoweth, Chief Executive Officer of
Minim. “We drove a 26% increase
in revenue year-over-year through new product launches, expanded
retail distribution and sustained product availability. I am proud
of our COO John Lauten’s exceptional supply chain management
to date and the full-court efforts the team has put forth to
successfully launch our next-generation
products.”
Chynoweth added, “We are out of the gate quickly in 2021 and
have high expectations for continued value creation as we reach
more home and office users with bundled solutions, increase our
base of recurring revenue and approach profitability. Uplisting to
The NASDAQ Capital Market will increase our visibility as an
investment target for institutional investors. It will mark an
important milestone for Minim as we continue to execute building
long-term shareholder value.”
Sean Doherty, Chief Financial Officer of Minim, commented,
“For the first time, we have a deferred revenue balance,
reflecting the software subscription portion of our product sales
and the progress we are making towards building a book of recurring
revenue. Our profitability was affected by approximately $351
thousand in merger expenses and adjustments that we believe are
largely in our rearview mirror. We significantly increased our
financial flexibility with a new $13 million credit line that
provides us with capacity to fund our strategic growth
initiatives.”
Deferred revenue as of March 31, 2021 was $265,000 compared with $0
as of December 31, 2020.
Net loss in the first quarter of 2021 was $546,000, a $197,000
year-over-year improvement compared to a net loss of $752,000 in
the first quarter of 2020. Sequentially, this compares to $1.2
million in the fourth quarter of 2020, an improvement of $0.7
million. Net loss per share on a GAAP basis for the first quarter
of 2021 was ($0.02), compared with ($0.04) in the comparable period
of Q1 2020, and ($0.04) in the prior quarter in Q4
2020.
Non-GAAP adjusted EBITDA in the first quarter of 2021 was $0.3
million, a $0.5 million year over year reduction compared to $0.9
million in the first quarter of 2020, which was normalized for $1.5
million of tariff expense, and a $0.8 million improvement
sequentially compared to a loss of $0.4 million in the fourth
quarter of 2020.
At the end of Q1 2021, the company had $1.2 million cash, cash
equivalents and restricted cash compared to $1.6 million at the end
of Q4 2020. The company closed a 24-month, $13.0 million credit
facility with Silicon Valley Bank during the first quarter of 2021
which replaced its previous $5.0 million credit facility. The
company had $449 thousand in availability for borrowing under the
new credit facility at March 31, 2021.
Business Outlook
“It’s an exciting time to be in the business of
broadband,” said Nicole Zheng, Chief Marketing Officer of
Minim. “The US is contemplating a $100 billion investment in
high-speed broadband infrastructure; challenger ISPs are emerging
and thriving; and there are similar movements globally. These are
potentially positive signals for our addressable market and healthy
consumer choice preservation. We see big opportunities, and we are
focused on here-and-now execution of supply chain synchrony,
successful product launches, and sales channel expansion. We
continue to build out our portfolio of brands to capture an
increasing share of the internet connectivity
market.”
Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with
generally accepted accounting principles in the United States (U.S.
GAAP), this news release contains the non-GAAP financial
measure Adjusted EBITDA, which we define as U.S. GAAP net income
(loss) plus depreciation of fixed assets and amortization of
intangible assets, other (expense) income, net, income tax
provision, revenue bookings which is GAAP revenue plus the change
in Deferred Revenue recorded within the financial reporting period
being disclosed, material one-time expenses and income, and
stock-based compensation expenses. We use Adjusted EBITDA in
internal forecasts and models when establishing internal operating
budgets, supplementing the financial results and forecasts reported
to our Board of Directors, and evaluating short-term and long-term
operating trends in our operations. We believe that the Adjusted
EBITDA financial measure assists in providing an enhanced
understanding of our underlying operational measures to manage the
business, to evaluate performance compared to prior periods and the
marketplace, and to establish operational goals. We believe that
the Adjusted EBITDA is useful to investors because it allows them
to gain a meaningful understanding of changes in our core operating
results, and can also help investors who wish to make comparisons
between the company and other companies on both a GAAP
and a non-GAAP basis.
Adjusted EBITDA is a non-GAAP financial measure and
should not be considered in isolation or as a substitute for
financial information provided in accordance with U.S. GAAP.
This non-GAAP financial measure may not be computed in
the same manner as similarly titled measures used by other
companies. We expect to continue to incur expenses similar to the
financial adjustments described above in arriving at Adjusted
EBITDA and investors should not infer from our presentation of
this non-GAAP financial measure that these costs are
unusual, infrequent or non-recurring. The following table
includes the reconciliations of our U.S. GAAP net loss the most
directly comparable U.S. GAAP financial measure, to our adjusted
EBITDA for the three months ended March 31, 2021, December 30,
2020, and March 31, 2020.
These supplemental financial measures in Adjusted EBITDA exclude
temporary supplemental air freight resulting from supply chain
interruptions resulting from a global pandemic; China tariffs as
the company believes these costs are not part of normal business
operations (the imposed tariff rates increased mid-2019 from 10% to
25% on the value of imported goods and remained at 25% until the
company relocated its manufacturing source from China to Vietnam by
June 2020); costs incurred and related to the merger with Minim,
Inc. as the company deems these costs as one-time in nature;
stock-based compensation expenses are deemed non-cash expenses that
the company believes are not reflective of ongoing operating
results; and the one-time income from the forgiveness of the
Payroll Protection Program loan, which is reflected in other
(expense) income, net.
Conference Call Details Date/Time:
Minim will host a conference call today, May 17, 2021, at 8:30 a.m.
ET to discuss these results. To participate, please access the live
webcast at https://ir.minim.co/,
or by dialing (866) 393-7958 (US) or (706) 643-5255 (international)
and referencing code 6164624.
A slide presentation will accompany management’s remarks and
will be accessible five minutes prior to the start of the call via
the following link: https://ir.minim.co.
A recording of the call will also be made available afterwards
through the investor information section of the company’s
website.
About Minim
Zoom Telephonics, Inc., doing business as Minim
(OTCQB: MINM), is the creator of
innovative internet access products that dependably connect people
to the information they need and the people they love.
Headquartered in Manchester, NH, the company delivers smart
software-driven communications products under the globally
recognized Motorola® brand and ZOOM® trademark. Minim end
users benefit from a personalized and secure WiFi experience,
leading to happy and safe homes where things just work. To learn
more, visit https://www.minim.com.
MOTOROLA and the Stylized M Logo are trademarks or registered
trademarks of Motorola Trademark Holdings, LLC and are used under
license.
Forward-Looking Statements
This press release contains “forward-looking
statements”, within the meaning of the safe harbor provisions
of the U.S. Private Securities Litigation Reform Act of 1995. Such
forward-looking statements relate to Minim’s plans,
expectations, and intentions. Actual results may be materially
different from expectations as a result of known and unknown risks,
including: risks associated with Minim’s potential inability
to realize intended benefits of the merger; the potential increase
in tariffs on the company's imports; potential difficulties and
supply interruptions from moving the manufacturing of most of the
company’s products to Vietnam; risks relating to global
semiconductor shortages; potential changes in NAFTA; the potential
need for additional funding which Minim may be unable to obtain;
declining demand for certain of Minim’s products; delays,
unanticipated costs, interruptions or other uncertainties
associated with Minim’s production and shipping;
Minim’s reliance on several key outsourcing partners;
uncertainty of key customers’ plans and orders; risks
relating to product certifications; Minim’s dependence on key
employees; uncertainty of new product development, including
certification and overall project delays, budget overruns; the risk
that newly introduced products may contain undetected errors or
defects or otherwise not perform as anticipated; costs and senior
management distractions due to patent related matters; risks from a
material weakness in our internal control over financial reporting;
the impact of the COVID-19 pandemic; and other risks set forth in
Minim’s filings with the Securities and Exchange Commission.
Minim cautions readers not to place undue reliance upon any such
forward-looking statements, which speak only as of the date made.
Minim expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any such statements to reflect
any change in Minim’s expectations or any change in events,
conditions or circumstance on which any such statement is
based.
Investor Relations Contact:
James
Carbonara
(646)
755-7412
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ZOOM TELEPHONICS, INC.
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Consolidated Balance Sheet
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(Unaudited)(in thousands, except share data)
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ASSETS
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March
31,
2021
(Unaudited)
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December
31,
2020
|
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Current assets
|
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Cash and cash
equivalents
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$398
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$772
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Restricted
cash
|
800
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800
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Accounts
receivable, net
|
8,646
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9,203
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Inventories,
net
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17,984
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16,505
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Prepaid expenses
and other current assets
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403
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399
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Total
current assets
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28,231
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27,679
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Equipment,
net
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646
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455
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Operating lease
right-of-use assets, net
|
68
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87
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Goodwill
|
59
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59
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Intangible assets,
net
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361
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389
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Other
assets
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974
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942
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Total
assets
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$30,339
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$29,611
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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Current liabilities
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Bank credit
line
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$6,919
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$2,442
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Accounts
payable
|
10,049
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11,745
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Current maturities
of long-term debt
|
60
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65
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Current maturities
of operating lease liabilities
|
60
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66
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Accrued
expenses
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4,947
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7,465
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Deferred revenue,
current
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110
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––
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Total
current liabilities
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$22,145
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$21,783
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Long-term debt,
less current maturities
|
––
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15
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Operating lease
liabilities, less current maturities
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9
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22
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Deferred revenue
noncurrent
|
155
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––
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Total
liabilities
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$22,309
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$21,820
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|
|
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Stockholders' equity
|
|
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Common
stock: Authorized: 40,000,000 shares at $0.01 par value; issued and
outstanding: 35,362,854 shares at March 31, 2021
and 35,074,922 shares at December 31, 2020,
respectively
|
354
|
351
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Additional
paid in capital
|
65,308
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64,527
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Accumulated
deficit
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(57,632)
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(57,087)
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Total
stockholders' equity
|
8,030
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7,791
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Total
liabilities and stockholders' equity
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$30,339
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$29,611
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ZOOM TELEPHONICS, INC.
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Consolidated Statements of Operations
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(Unaudited)(in thousands, except per share data)
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Three Months
Ended March 31,
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2021
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2020
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Net
sales
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$15,018
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$11,955
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Cost of
sales
|
9,914
|
8,860
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Gross
profit
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5,104
|
3,095
|
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|
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Operating
expenses:
|
|
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Selling
and marketing
|
3,174
|
2,354
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General
and administrative
|
1,077
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828
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Research
and development
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1,389
|
653
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Total
operating expenses
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5,640
|
3,835
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Operating
loss
|
(536)
|
(740)
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Other income
(expense):
|
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Interest
income (expense), net
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(28)
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(6)
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Other,
net
|
20
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––
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Total
other income (expense)
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(8)
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(6)
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Loss
before income taxes
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(544)
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(746)
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Income
taxes
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2
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6
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Net
loss
|
$(546)
|
$(752)
|
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Net loss per
share:
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Basic
and diluted
|
$(0.02)
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$(0.04)
|
|
|
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Basic and diluted
weighted average common and common equivalent shares
|
35,254
|
21,080
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ZOOM TELEPHONICS, INC.
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Reconciliation of GAAP to Non-GAAP Measures
|
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(Unaudited)(in thousands, except per share data)
|
|
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Three Months
Ended March 31,
|
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2021
|
2020
|
|
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GAAP net loss to
Non-GAAP Adjusted EBITDA reconciliation:
|
|
|
|
GAAP-based
net loss
|
$(546)
|
$(752)
|
|
Add:
Other income and taxes *
|
10
|
12
|
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Add:
Depreciation and Amortization
|
167
|
59
|
|
GAAP-based
EBITDA
|
(369)
|
(681)
|
|
Adjustments
to GAAP-based EBITDA:
|
|
|
|
Add:
GAAP sales net to revenue bookings
|
228
|
––
|
|
Add:
Merger deal costs
|
116
|
––
|
|
Add:
Tariffs
|
––
|
1,493
|
|
Add:
Stock-based compensation expense
|
405
|
127
|
|
Total
adjustments
|
749
|
1,620
|
|
Non-GAAP-based
Adjusted EBITDA
|
$380
|
$939
|
|
|
Three Months
Ended
|
|
|
|
March
31,
2021
|
December
31,
2020
|
|
|
|
|
|
GAAP net loss to
Non-GAAP Adjusted EBITDA reconciliation:
|
|
|
|
GAAP-based
net loss
|
$(546)
|
$(1,237)
|
|
Add:
Other income and taxes *
|
10
|
(991)
|
|
Add:
Depreciation and Amortization
|
167
|
145
|
|
GAAP-based
EBITDA
|
(369)
|
(2,083)
|
|
Adjustments
to GAAP-based EBITDA:
|
|
|
|
Add:
GAAP sales net to revenue bookings
|
228
|
––
|
|
Add:
Merger deal costs
|
116
|
1,270
|
|
Add:
Tariffs and air freight
|
––
|
206
|
|
Add:
Stock-based compensation expense
|
405
|
158
|
|
Total
adjustments
|
749
|
1,634
|
|
Non-GAAP-based
Adjusted EBITDA
|
$380
|
$(449)
|
* Other
income includes forgiveness of the
Payroll Protection Program loan of $20 thousand and $1,057
thousand for the three months ended March 31, 2021 and December 31,
2020, respectively.