Overview





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



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Our Critical Accounting Policies





Our unaudited condensed consolidated interim financial statements and the notes
to our unaudited condensed consolidated interim financial statements contain
information that is pertinent to management's discussion and analysis. The
preparation of unaudited condensed consolidated interim financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities. Management bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. On a continual basis, management reviews its estimates utilizing
currently available information, changes in facts and circumstances, historical
experience and reasonable assumptions. After such reviews, and if deemed
appropriate, those estimates are adjusted accordingly. Actual results may vary
from these estimates and assumptions under different and/or future
circumstances. Our significant accounting policies are described in Note 2 of
the notes to the audited financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2021. A discussion of our critical
accounting policies and estimates are also included in Note 2. Summary of
Significant Accounting Policies in notes to condensed consolidated interim
financial statements are included elsewhere in this report. Management has
discussed the development and selection of these policies with the Audit
Committee of the Company's Board of Directors, and the Audit Committee of the
Board of Directors has reviewed the Company's disclosures of these policies.
There have been no material changes to the critical accounting policies or
estimates to be disclosed in this Quarterly Report since being reported in the
Management's Discussion and Analysis section of the Annual Report on Form 10-K
for the year ended December 31, 2021.

Cautionary Statement Regarding Forward-Looking Statements





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

• our assumptions, estimates and beliefs regarding the possible effects of

general economic conditions (including periods of inflation), public health

(including the continuing impact of COVID-19), delays and interruptions in the

supply chain and consumer demand, and the Company's results of operations,


    liquidity, capital resources and general performance in the future;

• our ability to obtain financing, and the limitations in the Revenue Sharing


    Agreement;




  • our limited cash and our history of losses;




  • our ability to achieve profitability;




  • our ability to continue as a going concern;




  • whether we obtain market acceptance and effectively commercialize our
    products;

• the adequacy of protections afforded to us by the patents that we own and the


    cost of maintaining, enforcing and deeding our patents;

• receiving an unfavorable ruling in our current litigation proceedings, which


    may adversely affect our business, results of operations and financial
    condition;

• changes in economic, competitive, governmental, technological and other


    factors that may affect our business (including component costs) and
    prospects;

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

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






Additional factors are discussed under "Risk Factors" and in Part I, "Item 1A -
Risk Factors" in the Company's Annual Report on Form 10-K for the year ended
December 31, 2021 and under Part II, "Item 1A - Risk Factors" in the Company's
quarterly reports on Form 10-Q. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements. Except as required by applicable law or
regulation, the Company does not undertake, and specifically disclaims any
obligation, to release publicly the result of any revisions that may be made to
any forward-looking statements to reflect events or circumstances after the date
of the statements or to reflect the occurrence of anticipated or unanticipated
events.



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Results Of Operations

Three and Nine Months ended September 30, 2022 compared to the Three and Nine Months ended September 30, 2021





Total Revenues



                                   For the Three Months Ended                       For the Nine Months Ended
                                          September 30,                 %                 September 30,                  %
                                      2022               2021         Change           2022             2021          Change

Patent Monetization revenues
License revenues                 $           42       $       93          (55 )   $          140     $       250           (44 )
Total Patent Monetization
revenues                                     42               93          (55 )              140             250           (44 )

Andrea DSP Microphone and
Audio Software Products
revenues
Revenue from automotive array
microphone products                     163,442          106,904           53            309,369         253,897            22   (a)
Revenue from OEM array
microphone products                     386,436          250,965           54          1,175,551         788,573            49   (b)
Revenue from customized
digital products                         38,674           42,006           (8 )           98,354         146,789           (33 ) (c)
All other Andrea DSP
Microphone and Audio Software
Products revenues                        18,132           37,412          (52 )          117,965          55,131           114   (d)
License and service related
revenues                                    782           11,050          (93 )            8,852          20,869           (58 )
Total Andrea DSP Microphone
and Audio Software Products
revenues                                607,466          448,337           36          1,710,091       1,265,259            35

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

(a) The approximate $57,000 and $55,000 increases in revenues from automotive

array microphone products for the three and nine months ended September 30,

2022, respectively, as compared to the same periods in 2021, is the result

of the timing of sales to integrators of public safety and mass transit


      vehicle solutions.

(b) The approximate $135,000 and $387,000 increases in revenues from OEM array

microphone products for the three and nine months ended September 30, 2022,

respectively, as compared to the same period in 2021, is primarily the

result of increased sales to existing customers as well as new customers


      that are integrating our commercial product audio solutions.

(c) The decreases of approximately $3,000 and $48,000 in customized digital

products revenue for the three and nine months ended September 30, 2022,

respectively, as compared to the same period in 2021, are related to the

timing of purchases from an OEM customer for a customized digital product.

(d) The decrease of approximately $19,000 in revenues of all other Andrea DSP

Microphone and Audio Software Products for the three months ended September

30, 2022, as compared to the same period in 2021, is the result of timing in

revenues of USB products. The increase of approximately $63,000 in revenues

of all other Andrea DSP Microphone and Audio Software Products for the nine

months ended September 30, 2022, as compared to the same period in 2021, is

the result of increased revenues of USB products coupled with increased

revenues of speaker and amplifier kits, a new addition to our overall audio


      solutions.

Cost of Product Revenues





Cost of product revenues as a percentage of total revenues for the three months
ended September 30, 2022, and 2021 were 31% and 27%, respectively. Cost of
product revenues as a percentage of total revenues for the nine months ended
September 30, 2022, and 2021 were 30% and 26%, respectively. There was no cost
of product revenues associated with the Patent Monetization revenues of $42 and
$140 for the three and nine months ended September 30, 2022, respectively, nor
the cost of product revenues associated with the Patent Monetization revenues of
$93 and $250, for the three and nine months ended September 30, 2021,
respectively. The increases in the cost of product revenues as a percentage of
total revenues are primarily the result of the increased component costs because
of supply chain issues as well as the product mix described in "Total Revenues"
above.



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Patent Monetization Expenses



Patent monetization expenses for the three months ended September 30, 2022,
increased 2% to $39,166 from $38,400 for the three months ended September 30,
2021. Patent monetization expenses for the nine months ended September 30, 2022,
increased 3% to $119,304 from $115,924 for the nine months ended September 30,
2021. These expenses are a result of our continuing efforts to pursue patent
monetization as disclosed under Part II, Item 1 Legal Proceedings. The increases
in Patent Monetization expenses for the three and nine months ended September
30, 2022 is mainly attributable to the timing of legal services incurred to
pursue patent monetization.

Research and Development Expenses





Research and development expenses for the three months ended September 30, 2022,
decreased 27% to $104,800 from $143,715 for the three months ended September 30,
2021. Research and development expenses for the nine months ended September 30,
2022, decreased 19% to $346,633 from $428,095 for the nine months ended
September 30, 2021. These expenses primarily relate to costs associated with the
development of new products. For the three months ended September 30, 2022, the
decrease in research and development expenses reflects a 17% increase in our
Patent Monetization efforts to $4,491, or 4% of total research and development
expenses, and a 28% decrease in our Andrea DSP Microphone and Audio Software
Technology efforts to $100,309 or 96% of total research and development
expenses. For the nine months ended September 30, 2022, the decrease in research
and development expenses reflects a 19% increase in our Patent Monetization
efforts to $13,531, or 4% of total research and development expenses, and a 20%
decrease in our Andrea DSP Microphone and Audio Software Technology efforts to
$333,102, or 96% of total research and development expenses. The increases in
our Patent Monetization efforts represent intangible asset amortization expense
while the decreases in our Andrea DSP Microphone and Audio Software Technology
efforts reflect decreases in compensation expenses related to projects completed
in 2021. All of our research efforts primarily focused on the pursuit of
commercializing a natural language-driven human/machine interface by developing
optimal far-field microphone solutions for various voice-driven interfaces,
incorporating Andrea's digital super directional array microphone technology,
and certain other related technologies such as noise suppression and stereo
acoustic echo cancellation. We believe that continued research and development
spending should benefit Andrea in the future.

General, Administrative and Selling Expenses





General, administrative and selling expenses increased approximately 1% to
$262,761 for the three months ended September 30, 2022, from $260,062 for the
three months ended September 30, 2021. For the three months ended September 30,
2022, general, administrative and selling expenses related to our Patent
Monetization efforts were $26,745, or 10% of the total general, administrative
and selling expenses, and general, administrative and selling expenses related
to our Andrea DSP Microphone and Audio Software Technology were $236,016, or 90%
of total general, administrative and selling expenses. General, administrative
and selling expenses increased approximately 3% to $805,647 for the nine months
ended September 30, 2022, from $784,895 for the nine months ended September 30,
2021. For the nine months ended September 30, 2022, general, administrative and
selling expenses related to our Patent Monetization efforts were $64,680, or 8%
of the total general, administrative and selling expenses, and general,
administrative and selling expenses related to our Andrea DSP Microphone and
Audio Software Technology were $740,967, or 92% of total general, administrative
and selling expenses. These small increases relate to changes in regular
operating expenses.

Income from Employee Retention Tax Credits





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



Interest expense, net



Interest expense, net for the three months ended September 30, 2022, was $28,037
compared to $18,541 for the three months ended September 30, 2021. Interest
expense, net for the nine months ended September 30, 2022, was $66,534 compared
to $54,682 for the nine months ended September 30, 2021. The increases in this
line item were attributable to increases in interest expense due to a higher
amount of debt outstanding and higher overall interest rate.

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Provision for Income Taxes



There was no income tax provision for the three months ended September 30, 2022
or 2021. The income tax provision for the nine months ended September 30, 2022,
was $1,268 compared to $585 for the nine months ended September 30, 2021. The
provision for the nine months ended September 30, 2022 and 2021 is a result of
certain licensing revenues that are subject to withholding of income tax as
mandated by the foreign jurisdiction in which the revenues are earned.



Net (loss) income



Net loss for the three months ended September 30, 2022, was $15,274 compared to
a net income of $12,329 for the three months ended September 30, 2021. Net
income for the nine months ended September 30, 2022, was $1,456 compared to a
net loss of $150,105 for the nine months ended September 30, 2021. The results
for the three and nine months ended September 30, 2022 and 2021 principally
reflects the factors described above.

Off-Balance Sheet Arrangements





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

Liquidity And Capital Resources





At September 30, 2022, we had cash of $145,444 compared with $148,349 at
December 31, 2021. The decrease in our cash balance at September 30, 2022, was
primarily the result of cash used in operating activities as further described
below.



Our working capital balance at September 30, 2022, was $254,992 compared to
working capital of $14,940 at December 31, 2021. The increase in working capital
reflects a decrease in total current assets of $44,790 and a decrease in total
current liabilities of $284,842. The decrease in total current assets reflects a
decrease in cash of $2,905, an increase in accounts receivable of $71,680, a
decrease in inventories of $49,730, and a decrease in prepaid expenses and other
current assets of $63,835. The decrease in total current liabilities reflects a
decrease in trade accounts payable and other current liabilities of $287,035
offset in part by an increase in current portion of long term debt of $2,193.



The decrease in cash of $2,905 reflects $137,426 of net cash used in operating
activities, $10,479 of net cash used in investing activities and $145,000 of net
cash provided by financing activities.



The cash used in operating activities of $137,426 excluding non-cash charges for
the nine months ended September 30, 2022, was attributable to a $72,948 increase
in accounts receivable, a $58,775 decrease in inventories, a $63,835 decrease in
prepaid expenses and other current assets and a $315,841 decrease in trade
accounts payable and other current liabilities and operating lease liabilities
payable. The changes in accounts receivable, inventories, prepaid expenses and
other current assets and trade accounts payable and other current liabilities
and operating lease liabilities payable primarily reflect differences in the
timing related to both the payments for and the acquisition of inventory as well
as for other services in connection with ongoing efforts related to Andrea's
various product lines including continuing efforts to pursue patent
monetization.



The cash used in investing activities of $10,479 reflects an increase in patents
and trademarks of $676 and purchases of property and equipment of $9,803. The
increase in patents and trademarks reflects capital expenditures associated with
our intellectual property. The increase in property and equipment is associated
with the purchases of computer and test equipment.

The cash provided by financing activities of $145,000 reflects the proceeds from long-term notes.





We plan to improve our cash flows by aggressively pursuing monetization of our
patents related to our Andrea DSP Microphone Audio Software, increasing the
sales of our Andrea DSP Microphone Audio Software Products through the
introduction of new products as well as our increased sales and marketing
efforts. As of November 8, 2022, Andrea had approximately $130,000 of cash
deposits. For discussion regarding management's evaluation of our ability to
meet our obligations as they come due in coming months, see the section titled
"Liquidity" in Note 1, Basis of Presentation, of the notes to unaudited
condensed consolidated interim financial statements. We cannot provide
assurances that demand will continue for any of our products, including future
products related to our Andrea DSP Microphone and Audio Software technologies,
or, that if such demand does exist, that we will be able to obtain the necessary
working capital to increase production and provide marketing resources to meet
such demand on favorable terms, or at all.

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