EX-99.2
4
ex99-2.htm
Exhibit
99.2
UNAUDITED
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On
August 11, 2021, Minim, Inc. (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 million (the "Disposition").
The following unaudited pro forma financial information
gives effect to the Disposition as if the Disposition had occurred on January 1, 2020. The unaudited Pro Forma Consolidated Financial
Statements should be read in conjunction with our unaudited Pro Forma Consolidation Balance Sheet and Pro Forma Consolidated Statement
of Operations appearing herein and our historical financial statements and notes hereto as filed in our annual report on Form 10-K and
10-K/A for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the "SEC") on April 13, 2021
and April 30, 2021, respectively.
The accompanying unaudited pro forma balance sheet
as of December 31, 2020, giving effect to the Disposition, as if the Disposition event had occurred on January 1, 2020. The accompanying
unaudited pro forma statement of operations for the twelve months ended December 31, 2020, giving effect to the Disposition as if the
Disposition event had occurred on January 1, 2020, the first day of the Company's calendar year ended December 31, 2020.
The accompanying pro forma adjustments are based on
estimates that have been made solely for the purpose of providing unaudited pro forma financial information prepared in accordance with
the rules and regulations of the SEC. The unaudited pro forma financial information does not purport to represent the actual results of
operations that the Company would have achieved had the Disposition been completed on January 1, 2020.
The Company has prepared the following unaudited
pro forma financial information pursuant to the requirements of Rule 8-05 of Regulation S-X, as amended by SEC Final Rule Release No.
33-10786,
Amendments to Financial Disclosures About Acquired and Disposed Businesses
. The unaudited pro forma financial information
is presented to illustrate the transaction accounting adjustments related to the Disposition. The unaudited pro forma financial information
is not intended to project the future results of operations that the Company may achieve after the Disposition.
1
UNAUDITED
PRO FORMA BALANCE SHEET
As
of
December 31, 2020 (1)
Pro
Forma
Adjustments
Pro
Forma
ASSETS
Current
Assets
Cash and cash
equivalents
$
771,757
$
4,000,000
(a)
$
4,771,757
Restricted cash
800,000
-
800,000
Accounts receivable, net
9,203,334
-
9,203,334
Inventories, net
16,504,840
-
16,504,840
Prepaid
expenses and other current assets
399,119
-
399,119
Total
current assets
27,679,050
-
31,679,050
Equipment, net
455,066
-
455,066
Operating lease right-of-use
asset, net
86,948
-
86,948
Goodwill
58,872
-
58,872
Intangible assets, net
388,629
-
388,629
Other
assets
942,404
-
942,404
Total
assets
$
29,610,969
$
4,000,000
$
33,610,969
Current
Liabilities
Accounts payable
$
11,744,834
$
-
$
11,744,834
Current maturities of long-term
debt
2,507,471
-
2,507,471
Current maturities of operating
lease liabilities
65,651
-
65,651
Accrued
other expenses
7,465,063
-
7,465,063
Total
current liabilities
21,783,019
-
21,783,019
Long-term debt, less current
maturities
15,245
-
15,245
Operating
lease liabilities, less current maturities
22,235
-
22,235
Total
liabilities
$
21,820,499
$
-
$
21,820,499
Stockholders'
(deficit) equity
Common stock: Authorized 40,000,000
shares at $0.01 par value; Issued and outstanding 35,074,922 shares
350,749
-
350,749
Additional paid-in capital
64,526,664
-
64,526,664
Accumulated
deficit
(57,086,943
)
4,000,000
(a)
(53,086,943
)
Total
stockholders' (deficit) equity
7,790,470
4,000,000
11,790,470
Total
liabilities and stockholders' (deficit) equity
$
29,610,969
$
4,000,000
$
33,610,969
(1)
Source:
Audited financial statements of Minim, Inc. (formerly known as Zoom Telephonics, Inc.) obtained from the Company's Form 10-K
and Form 10-K/A filed with the SEC for the year ended December 31, 2020.
2
UNAUDITED
PRO FORMA STATEMENT OF OPERATIONS
Twelve
Months Ended
December 31, 2020 (1)
Pro
Forma
Adjustments
Pro
Forma
Total revenue
$
47,988,549
$
-
$
47,988,549
Cost of sales
34,382,314
-
34,382,314
Gross
profit
13,606,235
-
13,606,235
Operating expenses:
Selling
expenses
9,154,685
-
9,154,685
General
and administrative expenses
5,443,529
-
5,443,529
Research
and development expenses
3,828,223
-
3,828,223
Total
operating expenses
18,426,437
-
18,426,437
Operating
loss
(4,820,202
)
-
(4,820,202
)
Other income (expense):
Interest
income
1,081
-
1,081
Interest
expense
(48,552
)
-
(48,552
)
Other
expense
(21,356
)
-
(21,356
)
Gain on
forgiveness of debt
1,057,330
-
1,057,330
Gain
on disposition
of tradename
-
4,000,000
(aa)
4,000,000
Total
other income
988,503
4,000,000
4,988,503
Income
(loss) before income taxes
(3,831,699
)
4,000,000
168,301
Income
taxes
26,716
-
26,716
Net
loss
$
(3,858,415
)
$
4,000,000
$
141,585
Basic and diluted net loss
per share
$
(0.15
)
-
$
(0.01
)
Weighted average common and
common equivalent shares (Basic and Diluted)
25,300,976
-
25,300,976
(1)
Source:
Audited financial statements of Minim, Inc. (formerly known as Zoom Telephonics, Inc.) obtained from the Company's Form 10-K
and Form 10-K/A filed with the SEC for the year ended December 31, 2020.
ADJUSTMENTS
TO UNAUDITED PRO FORMA BALANCE SHEET
(a)
The
pro forma adjustments represent the adjustments necessary to reflect the sale proceeds and
gain on the sale of the Disposition. The Company did not have a carrying basis in the tradename
that was subject to the Disposition.
ADJUSTMENTS
TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
(aa)
The pro forma adjustments
represent the adjustments necessary to reflect the gain on the sale of the Disposition.
3

EX - 99 . 2 4 ex99 - 2 . htm Exhibit 99 . 2 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On August 11 , 2021 , Minim , Inc . ( 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 million ( the " Disposition " ) . The following unaudited pro forma financial information gives effect to the Disposition as if the Disposition had occurred on January 1 , 2020 . The unaudited Pro Forma Consolidated Financial Statements should be read in conjunction with our unaudited Pro Forma Consolidation Balance Sheet and Pro Forma Consolidated Statement of Operations appearing herein and our historical financial statements and notes hereto as filed in our annual report on Form 10 - K and 10 - K / A for the year ended December 31 , 2020 , filed with the Securities and Exchange Commission ( the " SEC " ) on April 13 , 2021 and April 30 , 2021 , respectively . The accompanying unaudited pro forma balance sheet as of December 31 , 2020 , giving effect to the Disposition , as if the Disposition event had occurred on January 1 , 2020 . The accompanying unaudited pro forma statement of operations for the twelve months ended December 31 , 2020 , giving effect to the Disposition as if the Disposition event had occurred on January 1 , 2020 , the first day of the Company 's calendar year ended December 31 , 2020 . The accompanying pro forma adjustments are based on estimates that have been made solely for the purpose of providing unaudited pro forma financial information prepared in accordance with the rules and regulations of the SEC . The unaudited pro forma financial information does not purport to represent the actual results of operations that the Company would have achieved had the Disposition been completed on January 1 , 2020 . The Company has prepared the following unaudited pro forma financial information pursuant to the requirements of Rule 8 - 05 of Regulation S - X , as amended by SEC Final Rule Release No . 33 - 10786 , Amendments to Financial Disclosures About Acquired and Disposed Businesses . The unaudited pro forma financial information is presented to illustrate the transaction accounting adjustments related to the Disposition . The unaudited pro forma financial information is not intended to project the future results of operations that the Company may achieve after the Disposition . 1 UNAUDITED PRO FORMA BALANCE SHEET As of December 31 , 2020 ( 1 ) Pro Forma Adjustments Pro Forma ASSETS Current Assets Cash and cash equivalents $ 771,757 $ 4,000,000 ( a ) $ 4,771,757 Restricted cash 800,000 - 800,000 Accounts receivable , net 9,203,334 - 9,203,334 Inventories , net 16,504,840 - 16,504,840 Prepaid expenses and other current assets 399,119 - 399,119 Total current assets 27,679,050 - 31,679,050 Equipment , net 455,066 - 455,066 Operating lease right - of - use asset , net 86,948 - 86,948 Goodwill 58,872 - 58,872 Intangible assets , net 388,629 - 388,629 Other assets 942,404 - 942,404 Total assets $ 29,610,969 $ 4,000,000 $ 33,610,969 Current Liabilities Accounts payable $ 11,744,834 $ - $ 11,744,834 Current maturities of long - term debt 2,507,471 - 2,507,471 Current maturities of operating lease liabilities 65,651 - 65,651 Accrued other expenses 7,465,063 - 7,465,063 Total current liabilities 21,783,019 - 21,783,019 Long - term debt , less current maturities 15,245 - 15,245 Operating lease liabilities , less current maturities 22,235 - 22,235 Total liabilities $ 21,820,499 $ - $ 21,820,499 Stockholders ' ( deficit ) equity Common stock : Authorized 40,000,000 shares at $ 0.01 par value ; Issued and outstanding 35,074,922 shares 350,749 - 350,749 Additional paid - in capital 64,526,664 - 64,526,664 Accumulated deficit ( 57,086,943 ) 4,000,000 ( a ) ( 53,086,943 ) Total stockholders ' ( deficit ) equity 7,790,470 4,000,000 11,790,470 Total liabilities and stockholders ' ( deficit ) equity $ 29,610,969 $ 4,000,000 $ 33,610,969 ( 1 ) Source : Audited financial statements of Minim , Inc . ( formerly known as Zoom Telephonics , Inc . ) obtained from the Company 's Form 10 - K and Form 10 - K / A filed with the SEC for the year ended December 31 , 2020 . 2 UNAUDITED PRO FORMA STATEMENT OF OPERATIONS Twelve Months Ended December 31 , 2020 ( 1 ) Pro Forma Adjustments Pro Forma Total revenue $ 47,988,549 $ - $ 47,988,549 Cost of sales 34,382,314 - 34,382,314 Gross profit 13,606,235 - 13,606,235 Operating expenses : Selling expenses 9,154,685 - 9,154,685 General and administrative expenses 5,443,529 - 5,443,529 Research and development expenses 3,828,223 - 3,828,223 Total operating expenses 18,426,437 - 18,426,437 Operating loss ( 4,820,202 ) - ( 4,820,202 ) Other income ( expense ) : Interest income 1,081 - 1,081 Interest expense ( 48,552 ) - ( 48,552 ) Other expense ( 21,356 ) - ( 21,356 ) Gain on forgiveness of debt 1,057,330 - 1,057,330 Gain on disposition of tradename - 4,000,000 ( aa ) 4,000,000 Total other income 988,503 4,000,000 4,988,503 Income ( loss ) before income taxes ( 3,831,699 ) 4,000,000 168,301 Income taxes 26,716 - 26,716 Net loss $ ( 3,858,415 ) $ 4,000,000 $ 141,585 Basic and diluted net loss per share $ ( 0 . 15 ) - $ ( 0 . 01 ) Weighted average common and common equivalent shares ( Basic and Diluted ) 25,300,976 - 25,300,976 ( 1 ) Source : Audited financial statements of Minim , Inc . ( formerly known as Zoom Telephonics , Inc . ) obtained from the Company 's Form 10 - K and Form 10 - K / A filed with the SEC for the year ended December 31 , 2020 . ADJUSTMENTS TO UNAUDITED PRO FORMA BALANCE SHEET ( a ) The pro forma adjustments represent the adjustments necessary to reflect the sale proceeds and gain on the sale of the Disposition . The Company did not have a carrying basis in the tradename that was subject to the Disposition . ADJUSTMENTS TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS ( aa ) The pro forma adjustments represent the adjustments necessary to reflect the gain on the sale of the Disposition . 3