UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2018March 31, 2021

 

or

 

☐Transition Report Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

¨Transition Report Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from __________________ to ______________________.

 

Commission file number 001-37659

 

INTERLINK ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

77-0056625

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

31248 Oak Crest Drive,1 Jenner, Suite 110
Westlake Village,
200
Irvine, California 9136192618

(Address of principal executive offices, zip code)

 

(805) 484-8855

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No  ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”,filer,” “accelerated filer”,filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Act:

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer   

x

(Do not check if smaller reporting company)

Smaller reporting company

x

Emerging growth company

¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨  No  x

 

As of August 9, 2018,May 6, 2021, the issuer had 6,482,7846,600,893 shares of common stock issued and outstanding.

 

 

 


Table of Contents

INTERLINK ELECTRONICS, INC.

TABLE OF CONTENTS

 

Page No.

PART I -- FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

Condensed Consolidated Balance Sheets

3

Condensed Consolidated Statements of Income andOperations

4
Condensed Consolidated Statements of Comprehensive Income (Loss)

4

Condensed Consolidated Statements of Cash Flows

5

Notes to Condensed Consolidated Financial Statements

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

18

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

29

23

Item 4.

Controls and Procedures

29

23

PART II -- OTHER INFORMATION

Item 1A.

Risk Factors

30

25

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

30

Item 6.

Exhibits

31

25

Signatures

32

26


 

2


PART I: FINANCIAL INFORMATION

Item 1.Financial Statements

Item 1.Financial Statements

INTERLINK ELECTRONICS, INC.

CONDENSED CONSOLIDAED BALANCE SHEETS

(unaudited)

 

Condensed Consolidated Balance Sheets

(unaudited)

 

 

 

 

 

 

 

 March 31, December 31, 

 

June 30, 

 

December 31, 

 

 2021  2020 

    

2018

    

2017

    

      

 

(in thousands, except par value)

 

 (in thousands, except share amounts) 

ASSETS

 

 

 

 

 

 

 

        

Current assets

 

 

 

 

 

 

 

        

Cash and cash equivalents

 

$

5,944

 

$

7,772

 

 $6,098  $6,120 

Restricted cash

 

 

 5

 

 

 5

 

  5   5 

Accounts receivable, net

 

 

1,214

 

 

1,374

 

  970   1,113 

Inventories

 

 

797

 

 

1,195

 

  881   866 

Prepaid expenses and other current assets

 

 

232

 

 

338

 

  337   392 

Total current assets

 

 

8,192

 

 

10,684

 

  8,291   8,496 

Property, plant and equipment, net

 

 

654

 

 

525

 

  364   407 

Intangibles, net

 

 

88

 

 

69

 

Deferred income taxes

 

 

409

 

 

493

 

Intangible assets, net  179   195 
Right-of-use assets  272   334 
Deferred tax assets  548   527 

Other assets

 

 

59

 

 

59

 

  64   63 

Total assets

 

$

9,402

 

$

11,830

 

 $9,718  $10,022 

 

 

 

 

 

 

 

        

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY        

Current liabilities

 

 

 

 

 

 

 

        

Accounts payable

 

$

189

 

$

255

 

 $286  $235 

Accrued liabilities

 

 

323

 

 

345

 

  295   343 
Lease liabilities, current  195   219 
PPP loan payable     186 

Accrued income taxes

 

 

32

 

 

103

 

  53   59 

Total current liabilities

 

 

544

 

 

703

 

  829   1,042 

 

 

 

 

 

 

 

        
Long term liabilities        
Lease liabilities, long term  99   140 
Total long-term liabilities  99   140 

Total liabilities

 

 

544

 

 

703

 

  928   1,182 

 

 

 

 

 

 

 

        

Commitments and contingencies (see note 9)

 

 

 —

 

 

 —

 

Commitments and contingencies (Note 9)        

 

 

 

 

 

 

 

        

Stockholders' equity

 

 

 

 

 

 

 

Preferred stock, $0.01 par value: 1,000 shares authorized, no shares issued or outstanding

 

 

 —

 

 

 —

 

Common stock, $0.001 par value: 30,000 shares authorized, 6,479 and 7,328 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively

 

 

 7

 

 

 7

 

Stockholders’ equity        
Preferred stock, $0.01 par value: 1,000,000 shares authorized, no shares issued or outstanding      
Common stock, $0.001 par value: 30,000,000 shares authorized, 6,600,893 shares issued and outstanding at March 31, 2021, and 6,600,550 shares issued and outstanding at December 31, 2020  7   7 

Additional paid-in-capital

 

 

57,808

 

 

60,527

 

  57,971   57,966 

Accumulated other comprehensive income

 

 

14

 

 

41

 

  25   37 

Accumulated deficit

 

 

(48,971)

 

 

(49,448)

 

  (49,213)  (49,170)

Total stockholders' equity

 

 

8,858

 

 

11,127

 

Total liabilities and stockholders' equity

 

$

9,402

 

$

11,830

 

Total stockholders’ equity  8,790   8,840 
Total liabilities and stockholders’ equity $9,718  $10,022 

 

See accompanying notes to these unaudited condensed consolidated financial statements.

 


INTERLINK ELECTRONICS, INC. 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

3(unaudited)


 

  Three months ended March 31, 
  2021  2020 
       
  (in thousands, except per share data) 
Revenue, net $1,568  $1,691 
Cost of revenue  694   732 
Gross profit  874   959 
Operating expenses:        
Engineering, research and development  217   285 
Selling, general and administrative  717   746 
Total operating expenses  934   1,031 
(Loss) from operations  (60)  (72)
Other income (expense):        
Other income (expense), net  10   6 
(Loss) before income taxes  (50)  (66)
Income tax (benefit)  (7)  (48)
Net (loss) $(43) $(18)
         
Earnings (loss) per share – basic and diluted $(0.01) $(0.00)
         
Weighted average common shares outstanding – basic and diluted  6,601   6,563 

Table of Contents

INTERLINK ELECTRONICS, INC.

INTERLINK ELECTRONICS, INC.

Condensed Consolidated Statements of Income and Comprehensive IncomeCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

Six months ended June 30, 

 

 

    

2018

    

2017

    

2018

    

2017

 

 

 

(in thousands, except per share data)

 

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue, net

 

$

2,683

 

$

3,264

 

$

5,256

 

$

6,148

 

Cost of revenue

 

 

1,135

 

 

1,203

 

 

2,297

 

 

2,351

 

Gross profit

 

 

1,548

 

 

2,061

 

 

2,959

 

 

3,797

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 Engineering, research and development

 

 

237

 

 

157

 

 

461

 

 

335

 

 Selling, general and administrative

 

 

881

 

 

1,065

 

 

1,849

 

 

2,092

 

  Total operating expenses

 

 

1,118

 

 

1,222

 

 

2,310

 

 

2,427

 

Income from operations

 

 

430

 

 

839

 

 

649

 

 

1,370

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 Other income (expense), net

 

 

62

 

 

(2)

 

 

16

 

 

17

 

Income before income tax expense

 

 

492

 

 

837

 

 

665

 

 

1,387

 

Income tax expense

 

 

133

 

 

288

 

 

188

 

 

474

 

Net income

 

 

359

 

 

549

 

 

477

 

 

913

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(112)

 

 

25

 

 

(27)

 

 

36

 

Comprehensive income

 

$

247

 

$

574

 

$

450

 

$

949

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share, basic and diluted

 

$

0.05

 

$

0.07

 

$

0.06

 

$

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic

 

 

7,317

 

 

7,333

 

 

7,322

 

 

7,331

 

Weighted average common shares outstanding - diluted

 

 

7,407

 

 

7,420

 

 

7,410

 

 

7,416

 

  Three months ended March 31, 
  2021  2020 
       
  (in thousands) 
Net (loss) $(43) $(18)
Other comprehensive income (loss), net of tax:        
Foreign currency translation adjustments  (12)  (20)
Comprehensive (loss) $(55) $(38)

 

See accompanying notes to these unaudited condensed consolidated financial statements.


4


Table of Contents

INTERLINK ELECTRONICS, INC. 

INTERLINK ELECTRONICS, INC.CONDENSED CONSOLIDATED SATEMENTS OF CASH FLOWS

(unaudited)

 

Condensed Consolidated Statements of Cash Flows

(unaudited)

 

 

 

 

 

 

 

 Three months ended March 31, 

 

Six months ended June 30, 

 

 2021 2020 

    

2018

    

2017

 

     

 

(in thousands)

 

 (in thousands) 

Cash flows from operating activities:

 

 

 

 

 

 

 

        

Net income

 

$

477

 

$

913

 

Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:

 

 

 

 

 

 

 

Net (loss) $(43) $(18)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:        

Depreciation and amortization

 

 

85

 

 

86

 

  71   73 

Stock based compensation

 

 

39

 

 

50

 

Stock-based compensation  5   19 
Amortization of right-of-use assets  60   50 
Gain on forgiveness of PPP loan  (186)   

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

        

Accounts receivable

 

 

160

 

 

(232)

 

  143   11 

Inventories

 

 

398

 

 

(93)

 

  (20)  101 

Prepaid expenses and other current assets

 

 

106

 

 

163

 

Other assets

 

 

 -

 

 

(1)

 

Prepaid expenses and other assets  55   60 

Accounts payable

 

 

(66)

 

 

11

 

  53   45 

Accrued liabilities

 

 

(22)

 

 

(31)

 

  (48)  (20)

Accrued income taxes

 

 

(71)

 

 

97

 

  (6)  7 

Deferred income taxes

 

 

84

 

 

53

 

Deferred taxes  (20)   
Lease liabilities  (65)  (52)

Deferred revenue

 

 

 —

 

 

(67)

 

     (13)

Net cash provided by operating activities

 

 

1,190

 

 

949

 

Net cash provided by (used in) operating activities  (1)  263 

Cash flows from investing activities:

 

 

 

 

 

 

 

        

Property, plant and equipment

 

 

(202)

 

 

(41)

 

  (12)   

Share repurchase

 

 

(2,764)

 

 

 —

 

Intangibles

 

 

(31)

 

 

(19)

 

Intangible assets     (34)

Net cash used in investing activities

 

 

(2,997)

 

 

(60)

 

  (12)  (34)

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

 6

 

 

34

 

Net cash provided by financing activities

 

 

 6

 

 

34

 

      

 

 

 

 

 

 

 

        

Effect of exchange rate changes on cash and cash equivalents

 

 

(27)

 

 

36

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash  (9)  (20)

Net increase (decrease) in cash and cash equivalents

 

 

(1,828)

 

 

959

 

  (22)  209 

Cash, cash equivalents and restricted cash, beginning of period

 

 

7,777

 

 

6,014

 

  6,125   5,844 

Cash, cash equivalents and restricted cash, end of period

 

$

5,949

 

$

6,973

 

 $6,103  $6,053 

 

 

 

 

 

 

 

        
Reconciliation of cash, cash equivalents and restricted cash, end of period:        
Cash and cash equivalents, end of period $6,098  $6,021 
Restricted cash, end of period  5   32 
Cash, cash equivalents and restricted cash, end of period $6,103  $6,053 
        

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

        

Income taxes paid

 

$

210

 

$

293

 

 $6  $ 
Interest paid      

 

See accompanying notes to these unaudited condensed consolidated financial statements.

 


 

5


Table of Contents

INTERLINK ELECTRONICS, INC.

 

Notes to Condensed Consolidated Financial Statements

(unaudited)

NOTE 1-THE1 – THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

 

Description of Business

 

Interlink Electronics, Inc. (“we,” “us,” “our,” “Interlink” or the “Company”) designs, develops, manufactures and sells a range of force-sensing technologies that incorporate our proprietary materials technology, firmware and software into a portfolio of standard sensor based products and custom sensor system solutions. These include sensor components, subassemblies, modules and products that support effective, efficient cursor control and novel three-dimensional user inputs. Our Human Machine Interface (“HMI”) technology platforms are deployed in a wide range of markets including consumer electronics, automotive, industrial, and medical.

 

Interlink serves our world-wide customer base from our corporate headquarters in Westlake Village,Irvine, California (greater Los Angeles(Orange County area), and from our facility in Camarillo, California (Ventura County). We are establishing a Global Product Development and Materials Science Center in our existing Camarillo footprint, which we expect to be operational in May 2021. This facility will have a state-of-the-art printed electronics development laboratory as well as materials science lab. Our engineering team will be based in this center where we will work with our US and global researchcustomers on developing, engineering, prototyping and developmentimplementing our advanced HMI solutions. We also maintain a small embedded software and Internet-of-Things (“R&D”IoT”) and engineeringapplication development center in Singapore,Singapore. We manufacture all our printed-electronicsproducts in our printed electronics manufacturing facility in Shenzhen, China, and ourwhich has been in operation since 2006. In addition, we maintain a global distribution and logistics center in Hong Kong.  We also maintain engineering, assembly and prototyping capabilities in Simi Valley, California along withKong, a technical and sales officesoffice in Japan, and at multipleseveral manufacturer representatives and distributors in strategic locations in our key markets, all of which allows us to support our global customer base. We sell our products in a wide range of markets, including consumer electronics, automotive, industrial and medical. Our customers are some of the United States.  world’s largest companies and most recognizable brands.

We were incorporated in California on February 27, 1985. On July 10, 1996, we re-incorporated into a Delaware corporation and, on July 20, 2012, we again changed our domicile from Delaware to Nevada by completing a merger with a newly formed Nevada corporation named Interlink Electronics, Inc.

Our principal executive office is located at 31248 Oak Crest Drive,1 Jenner, Suite 110, Westlake Village,200, Irvine, California 9136192618 and our telephone number is (805) 484-8855. Our website address is www.interlinkelectronics.com. Interlink makes available its annual financial statements, quarterly financial statements, and other significant reports and amendments to such reports, free of charge, on its website as soon as reasonably practicable after such reports are prepared.

 

Fiscal Year

 

Our fiscal year is the calendar year reporting cycle beginning January 1 and ending December 31.

 

Basis of Presentation

 

The interimaccompanying unaudited condensedinterim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intra-entity transactions and balances have been eliminated in consolidation.

The accompanying unaudited interim consolidated financial statements for the Company and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. They do not include all of thereporting. Accordingly, certain information and footnotes required by GAAP for complete financial statements. The December 31, 2017 balance sheet data was derived from the Company’s auditedfootnote disclosures normally included in annual consolidated financial statements but doeshave been condensed or omitted. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments and the elimination of intra-entity accounts) considered necessary for a fair presentation of all periods presented. The results of the Company’s operations for any interim periods are not include all disclosures requirednecessarily indicative of the results of operations for annual periods. Therefore, theseany other interim period or for a full fiscal year. These unaudited condensedinterim consolidated financial statements should be read in conjunction with our auditedthe consolidated financial statements and notes thereto for the year ended December 31, 2017,footnotes included in our Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission, or SEC, on March 15, 2018.17, 2021.

 

The condensed consolidated financial statements included herein are unaudited. However, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly our consolidated financial position and our consolidated results of operations and consolidated cash flows. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for future quarters or the full year.

Our condensed consolidated financial statements include the accounts of Interlink and our subsidiaries in Shenzhen, China, Hong Kong and Singapore. All intercompany accounts and transactions between our consolidated operations have been eliminated. 

Foreign Currency Translation

The functional currency of our Chinese subsidiary is the Chinese Yuan Renminbi.  Translation adjustments are an inherent result of the process of translating our Chinese subsidiary 's financial statements from Renminbi to United States dollars. Assets and liabilities are translated into United States dollars at the exchange rate in effect on the balance sheet date.  Revenues and expenses are translated at the average exchange rate prevailing during the respective periods. 


6


Table of Contents

INTERLINK ELECTRONICS, INC.

 

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

Translation adjustments are not included in determining net income for the period but are accumulated in a separate component of consolidated equity until a recognition event takes place.

The functional currency for our Hong Kong and Singapore subsidiaries is the United States dollar.  However, our Hong Kong and Singapore subsidiaries also transact business in their local currency.  Therefore, the effect of exchange rate changes on transactions denominated in currencies other than the functional currency are included in results of operations. 

Segment Reporting

We operate in one reportable segment: the manufacture and sale of force sensing technology solutions.

 

Use of Estimates

 

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes to the consolidated financial statements. Management regularly evaluates estimates and assumptions related to revenue recognition, allowances for doubtful accounts, warranty reserves, inventory valuation reserves, stock-based compensation, purchased intangible asset valuations and useful lives, asset retirement obligations, and deferred income tax asset valuation allowances. These estimates and assumptions are based on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. The actual results we experience may differ materially and adversely from our original estimates. To the extent there are material differences between the estimates and the actual results, our future results of operations will be affected.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606), when a customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Delivery occurs when goods are shipped and title and risk of loss transfer to the customer, in accordance with the terms specified in the arrangement with the customer. Revenue recognition is deferred until the earnings process is complete.

We (i) input orders based upon receipt of a customer purchase order, (ii) confirm pricing through the customer purchase order record, (iii) validate creditworthiness through past payment history, credit agency reports and other financial data, and (iv) recognize revenue upon shipment of goods or when risk of loss and title transfer to the buyer. All customers have warranty rights, and some customers also have explicit or implicit rights of return. We establish reserves for potential customer returns or warranty repairs based on historical experience and other factors that enable us to reasonably estimate the obligation.

A portion of our product sales is made through distributors under agreements allowing for right of return. Our past history with these sell-through right of return provisions allow us to reasonably estimate the amount of inventory that could be returned pursuant to these agreements, and revenue is recognized accordingly.

We recognize revenue for non-recurring engineering or non-recurring tooling fees when there is persuasive evidence of an arrangement, performance obligations are identified, fees are fixed or determinable, delivery has occurred, and collectability is reasonably assured.

Warranty

We establish reserves for future product warranty costs that are expected to be incurred pursuant to specific warranty provisions with our customers. We generally warrant our products against defects for one year from date of shipment, with certain exceptions in which the warranty period can extend to more than one year based on contractual agreements. A warranty reserve is recorded against revenues when products are shipped. At each reporting period, we adjust our reserve for warranty claims based on our actual warranty claims experience as a percentage of net revenue for the preceding 12 months and also consider the effect of known operations issues that may have an impact that differs from historical trends. Historically, our warranty returns have not been material.


INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

Shipping and Handling Fees and Costs

Amounts billed to customers for shipping and handling fees are presented in product revenues. Costs incurred for shipping and handling are included in cost of revenues.

Engineering, Research and Development Costs

Engineering, research and development (“R&D”) costs are expensed when incurred. R&D expenses consist primarily of compensation expenses for employees engaged in research, design and development activities. R&D expenses also include depreciation and amortization, and overhead, including facilities expenses.

Marketing Costs

All of the costs related to marketing and advertising our products are expensed as incurred or at the time the marketing takes place.

Stock-Based Compensation

All stock-based payments to employees, including grants of employee stock options and employee stock purchase rights, are recognized in the financial statements based on their respective grant date (measurement date) fair values. We calculate the compensation cost of full-value awards such as restricted stock based on the market value of the underlying stock at the date of the grant. We estimate the expected life of a stock award as the period of time that the award is expected to be outstanding. We are required to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service periods. We estimate the fair value of each option award as of the date of grant using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of our stock price. Although the Black-Scholes option pricing model meets the accounting guidance requirements, the fair values generated by the Black-Scholes option pricing model may not be indicative of the actual fair values of our awards, as it does not consider other factors important to those stock-based payment awards, such as continued employment, periodic vesting requirements, and limited transferability.

We have elected to recognize compensation expense for all stock-based awards on a straight-line basis over the requisite service period for the entire award. The amount of compensation expense recognized through the end of each reporting period is equal to the portion of the grant-date value of the awards that have vested, or for partially vested awards, the value of the portion of the award that is ultimately expected to vest for which the requisite services have been provided. The benefits of tax deductions in excess of recognized compensation cost are reported as a financing cash flow.

Other Income, Net 

Other income, net, consists of interest income, foreign exchange gains and losses and other non-operating gains and losses.

Income Taxes

We account for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not determinable beyond a “more likely than not” standard, we establish a valuation allowance. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, we include an expense or benefit within the tax provision in the statement of operations. We also utilize a “more likely than not” recognition threshold and measurement analysis for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of operations as income tax expense.


INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

We operate within multiple tax jurisdictions and are subject to audit in these jurisdictions. Our foreign subsidiaries are subject to foreign income taxes on earnings in their respective jurisdictions. Earnings of our foreign subsidiaries are not included in our U.S. federal income tax return until earnings are repatriated. We are generally eligible to receive tax credits on repatriated earnings on our U.S. federal income tax return for foreign taxes paid by our subsidiaries.

Foreign Currency Translation

The functional currency of our Chinese subsidiary is the Chinese Yuan Renminbi. The functional currency for our Hong Kong and Singapore subsidiaries is the United States dollar. However, our Hong Kong and Singapore subsidiaries also transact business in their local currency. Therefore, assets and liabilities are translated into United States dollars at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate prevailing during the respective periods. Foreign currency transaction and translation gains and losses are included in results of operations.

Segment Reporting

We operate in one reportable segment: the manufacture and sale of force sensing technology solutions.

Comprehensive Income

Comprehensive income includes all components of comprehensive income, including net income and any changes in equity during the period from transactions and other events and circumstances generated by non-owner sources.

Earnings per Share

Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of diluted common shares, which is inclusive of common stock equivalents from unexercised stock options and restricted stock units. Unexercised stock options and restricted stock units are considered to be common stock equivalents if, using the treasury stock method, they are determined to be dilutive.

Under the two-class method of determining earnings for each class of stock, we consider the dividend rights and participating rights in undistributed earnings for each class of stock.

Leases

The Company accounts for its leases under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheets as both a right-of-use (“ROU”) asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For finance leases, interest on the lease liability and the amortization of the ROU asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.

In calculating the ROU asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial term of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term.


INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

 

Risk and Uncertainties

 

Our future results of operations involve a number of risks and uncertainties. Factors that could affect our business or future results and cause actual results to vary materially from historical results include, but are not limited to, the rapid change in our industry; problems with the performance, reliability or quality of our products; loss of customers; impacts of doing business internationally, including foreign currency fluctuations; potential shortages of the supplies we use to manufacture our products; disruptions in our manufacturing facilities; changes in environmental directives impacting our manufacturing process or product lines; the development of new proprietary technology and the enforcement of intellectual property rights by or against us; our ability to attract and retain qualified employees; and our ability to raise additional capital.

 

Recently Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).”  The amendments to this update supersede nearly all existing revenue recognition guidance under GAAP, including the revenue recognition requirements in ASC Topic 605, “Revenue Recognition.  The standard was originally set to become effective in annual periods beginning after December 15, 2016 and for interim and annual reporting periods thereafter. In August 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers; Deferral of the Effective Date,” which defers the effective date of ASU 2014-09 for all entities by one year, thereby delaying the effective date of the standard to January 1, 2018, withPublic health threats could have an option that permitted companies to adopt the standard as early as the original effective date. Early adoption prior to the original effective date was not permitted. The core principle of this Topic is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for

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INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

those goods or services. This Topic defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. Effective January 1, 2018, the Company adopted ASU No. 2014-12 and it did not have a materialadverse effect on our consolidatedoperations and financial statements or the timing of when we recoignize revenue.results.

 

Public health threats could adversely affect our ongoing or planned business operations. In February 2015,particular, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendmentsoutbreak in December 2019 of a novel coronavirus (COVID-19) in China has resulted in quarantines, restrictions on travel and other business and economic disruptions. We cannot presently predict the scope and severity of any potential business shutdowns or disruptions, but if we or any of the third parties with whom we engage, including the suppliers, distributers, resellers and other third parties with whom we conduct business, were to experience shutdowns or other business disruptions, our ability to conduct our business in the Consolidation Analysis”, to changemanner and on the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities.  The standard is effective for fiscaltimelines presently planned could be materially and interim periods within those fiscal years, beginning after December 15, 2015.  Effective January 1, 2016, the Company adopted ASU No. 2015-02 and it had no impact on our consolidated financial statements.adversely impacted.

 

In July 2015,Fair Value Measurements

We determine fair value measurements based on the FASB issued ASU 2015-11, “Inventory (Topic 330):Simplifyingassumptions that market participants would use in pricing the Measurement of Inventory”, which provides new guidance regardingasset or liability. As a basis for considering market participant assumptions in fair value measurements, we follow the measurement of inventory.  The new guidance requires most inventory to be measured atfollowing fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) our own assumptions about market participant assumptions developed based on the lower of cost or net realizable value. The standard defines net realizable value as estimated selling pricesbest information available in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The standard applies to companies other than those that measure inventory using last-in, first-out ("LIFO") or the retail inventory method.  The standard will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within those reporting periods. Early application is permitted. Effective January 1, 2017, the Company adopted ASU No. 2015-11 and it had no impact on our consolidated financial statements.circumstances (unobservable inputs):

 

In January 2016,Level 1:  Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2:  Other inputs observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborate inputs; and

Level 3:  Unobservable inputs for which there is little or no market data and which requires the FASB issued ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurementowner of Financial Assets and Financial Liabilities”, that amends existing guidance around classification and measurementthe assets or liabilities to develop its own assumptions about how market participants would price these assets or liabilities.

Our assessment of certain financial assets and liabilities.  Changesthe significance of a particular input to the current GAAP model primarily affect the accounting for equity investments, financial liabilities under the fair value option,measurement requires judgment and may affect the presentation and disclosure requirements for financial instruments.  Under the new guidance, all equity investments in unconsolidated entities (other than those accounted for using the equity methodvaluation of accounting) will generally be measured at fair value through earnings.  For equity investments without readily determinable fair values, the cost method is also eliminated.  However, most entities will be able to elect to record equity investments without readily determinable fair values at cost, less impairment, and plus or minus subsequent adjustments for observable price changes.  The standard also requires that financial assets and liabilities be disclosed separately in the notes to the financial statements based on measurement principle and form of financial asset.  The amendments in this guidance are effective for financial statements issued for interim and annual periods beginning after December 15, 2017.  Effective January 1, 2018, the Company adopted ASU No. 2016-01 and it had no impact on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, “Compensation- Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which modifies and simplifies several aspects of accounting for share-based payment transactions.  Changes to the current guidance primarily pertain to the income tax consequences of share-based payment transactions.  Under the standard, all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statement.  The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur, regardless of whether the benefit reduces taxes payable in the current period.  The full amount of excess tax benefits should be classified along with other income tax cash flows as an operating activity.  When awards are settled, cash paid to the taxing authorities by an employer when directly withholding shares for tax withholding purposes will be classified as a financing activity.  Additionally, with respect to forfeitures of awards, an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur.  The amendments in this standard are effective for annual periods beginning after December

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INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

15, 2016, and interim periodstheir placement within those annual periods, with early adoption permitted.  Effective January 1, 2017, the Company adopted ASU No. 2016-09 and it had no impact on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payment,” which clarifies how cash receipts and cash payments in certain transactions are presented and classified in the statement of cash flows.  The effective date of this update is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted.  The update requires retrospective application to all periods presented but may be applied prospectively if retrospective application is impracticable.  Effective January 1, 2018, the Company adopted ASU No. 2016-15 and it had no impact on our consolidated statement of cash flows.

In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory,” which reduces the complexity in the accounting standards by allowing the recognition of current and deferred income taxes for an intra-entity asset transfer, other than inventory, when the transfer occurs. Historically, recognition of the income tax consequence was not recognized until the asset was sold to an outside party.  This amendment should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption.  ASU 2016-16 is effective for annual periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods.  Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance.  Effective January 1, 2018, the Company adopted ASU No. 2016-16 and it had no impact on our consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. The amendments in this update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230.  The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.  These amounts should be included within cash and cash equivalents when reconciling the beginning and ending balances for the periods shown on the statement of cash flows.  The ASU requires retrospective application, and is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods.  Early adoption is permitted.  Effective January 1, 2018, the Company adopted ASU No. 2016-18 and it had no impact on our consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, “Modification Accounting for Share-Based Payment Arrangements”, which amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value vesting conditions, and classification of the awards are the same immediately before and after the modification. The ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. Effective January 1, 2018, the Company adopted ASU No. 2017-09 and it had no impact on our consolidated financial statements.hierarchy.

 

Recently Issued Accounting Pronouncements (Not Yet Adopted)

In February 2016, the FASB issued ASU No. 2016-02, “Leases(Topic 842)”, which replaces the existing guidance in ASC Topic 840, “Leases”.  The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months.  Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.  The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods

9


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INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

within those fiscal years and requires retrospective application.  The Company is currently evaluating the impact of ASU 2016-02 to our consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, that significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, including trade receivables.  The standard requires an entity to estimate its lifetime “expected credit loss” for such assets at inception, and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset.  The standard is effective for annual periods beginning after December 15, 2019, and interim periods therein.  Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein.  This standard is not expected to have a significant impact on our consolidated financial statements or disclosures.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”, clarifying the definition of a business, reducing the number of transactions that need to be further evaluated and providing a framework to assist entities in evaluating whether both an input and a substantive process are present.  The amendments in the ASU specify that when the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or a group of similar identifiable assets, the integrated set of assets and activities is not a business.  The guidance also requires that an integrated set of assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output to be considered a business, and removes the evaluation of whether a market participant could replace the missing elements.  The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019, with early adoption permitted.  The Company does not expect the adoption of this accounting standard to have a material impact on our consolidated financial statements.

In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. This standard amends Accounting Standards Codification 740, Income Taxes (ASC 740) to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the Tax Reform Act) pursuant to Staff Accounting Bulletin No. 118, which allows companies to complete the accounting under ASC 740 within a one-year measurement period from the Tax Act enactment date. This standard is effective upon issuance. As described in the footnotes to the Annual Report on Form 10-K, the Company’s accounting for the tax effects of enactment of the Tax Reform Act is being assessed; however, in certain cases, as described below, we made a reasonable estimate of the effects on our existing deferred tax balances and valuation allowance at December 31, 2017. In all aspects, the Company will continue to make and refine calculations as additional analysis is completed. The Company expects to complete the accounting assessment during the one-year measurement period provided by SAB 118.

In June 2018, the FASB issued ASU 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”, to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date. The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of this accounting standard to have a material impact on our consolidated financial statements.

In July 2018, the FASB issued ASU 2018-10, “Leases (Topic 842),Codification Improvements” and ASU 2018-11, “Leases (Topic 842), Targeted Improvements”, to provide additional guidance for the adoption of Topic 842. ASU 2018-10 clarifies certain provisions and correct unintended applications of the guidance such as the application of implicit rate,

10


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INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

lessee reassessment of lease classification, and certain transition adjustments that should be recognized to earnings rather than to stockholders' equity. ASU 2018-11 provides an alternative transition method and practical expedient for separating contract components for the adoption of Topic 842. As discussed above, In February 2016 the FASB issued ASU 2016-02. ASU 2018-11, ASU 2018-10, and ASU 2016-02 (collectively, "the new lease standards") are effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect the new lease standards will have on our consolidated financial statements.

In July 2018, the FASB issued ASU 2018-09, “Codification Improvements”. The amendments in ASU 2018-09 affect a wide variety of Topics in the FASB Codification and apply to all reporting entities within the scope of the affected accounting guidance. The Company is evaluating ASU 2018-09 in its entirety to determine if any of the amendments apply to the Company. The amendments in ASU 2018-09 have various effective dates. The Company does not expect the adoption of the new standard to have a material impact on our consolidated financial statements.

 

We reviewed all other recently issued accounting pronouncements and concluded they are not applicable or not expected to be material to our financial statements.

 

Subsequent Events

The Company has evaluated subsequent events through May 6, 2021, being the date these condensed consolidated financial statements were issued.


INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

NOTE 2-INVENTORIES2 – DETAILS OF CERTAIN FINANCIAL STATEMENT COMPONENTS

 

Inventories, stated at the lower of cost or net realizable value, consistconsisted of the following:

 

 March 31, December 31, 

 

 

 

 

 

 

 

 2021  2020 

 

June 30, 

 

December 31, 

 

      

    

2018

    

2017

    

 (in thousands) 

Inventories

 

(in thousands)

 

   

Raw materials

 

$

468

 

$

743

 

 $555  $520 

Work-in-process

 

 

223

 

 

290

 

  229   246 

Finished goods

 

 

106

 

 

162

 

  97   100 

Total inventories

 

$

797

 

$

1,195

 

 $881  $866 

Property, plant and equipment, net, consisted of the following: 

  March 31,  December 31, 
  2021  2020 
       
Property, plant and equipment, net (in thousands) 
Furniture, machinery and equipment $1,661  $1,662 
Leasehold improvements  544   538 
   2,205   2,200 
Less: accumulated depreciation  (1,841)  (1,793)
Total property, plant and equipment, net $364  $407 

  

 

Depreciation expense totaled $54 thousand and $59 thousand for the three months ended March 31, 2021 and 2020, respectively.

Intangible assets, net consisted of the following: 

  March 31,  December 31, 
  2021  2020 
       
  (in thousands) 
Intangible assets, net        
Patents and trademarks $658  $658 
Less: accumulated amortization  (479)  (463)
Total intangible assets, net $179  $195 

Amortization expense totaled $17 thousand and $13 thousand for the three months ended March 31, 2021 and 2020, respectively. Future amortization expense on existing intangible assets over the next five years is as follows:

Years ending December 31,  (in thousands) 
2021 (remainder of year)  $49 
2022   54 
2023   42 
2024   27 
2025   7 
Thereafter    
   $179 


INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

Accrued liabilities consisted of the following: 

  March 31,  December 31, 
  2021  2020 
       
  (in thousands) 
Accrued liabilities        
Accrued warranty $7  $7 
Accrued wages and benefits  138   180 
Accrued vacation  103   110 
Accrued other  47   46 
Total accrued liabilities $295  $343 

NOTE 3-STOCK BASED3 – STOCK-BASED COMPENSATION

 

Under the terms of our 2016 Omnibus Incentive Plan (the “2016 Plan”), officers and key employees could be granted restricted stock units, as well as non-qualified or incentive stock options, at the discretion of the Compensation Committee of the Board of Directors. The Plan replaces the 1996 Stock Incentive Plan (the “1996 Plan”) which was terminated in December 2015; however, all grants issued under the 1996 Plan prior to its termination will continue to vest, expire or terminate in accordance with the 1996 Plan document and the terms of each award.   

Restricted Stock Units

Our outstanding restricted stock unit grants vest over five years in installments of 50% on the fourth anniversary of the grant date and the remaining 50% on the fifth anniversary of the grant date. Unvested restricted shares are forfeited if the recipient’s employment terminates for any reason other than death, disability or special circumstances as determined by the Compensation Committee of the Board of Directors.

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INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

Activity for our restricted stock units is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Weighted Average

    

 

 

 

 

Restricted Stock

 

Weighted-Average Grant

    

Remaining

    

Aggregate Intrinsic

 

 

    

Units

    

Date Fair Value

    

Contractual Life

    

Value

 

 

 

(in thousands)

 

 

 

 

(years)

 

(in thousands)

 

Restricted stock units, December 31, 2017

 

165

 

$

3.47

 

1.35

 

$

861

 

Awarded

 

 5

 

$

8.81

 

 

 

 

 

 

Issued

 

(40)

 

$

1.00

 

 

 

 

 

 

Forfeited

 

(5)

 

$

11.30

 

 

 

 

 

 

Restricted stock units, June 30, 2018

 

125

 

$

4.06

 

1.32

 

$

406

 

The aggregate intrinsic values in the preceding table for the restricted stock units outstanding represent the total pretax intrinsic value, based on our closing stock price of $3.25 and $5.22 as of June 30, 2018 and December 31, 2017, respectively. A total of forty thousand restricted stock units vested in the six months ended June 30, 2018.

Stock based compensation incurred for the three and six months ended June 30, 2018 was $9 thousand and $39 thousand, respectively, as compared to $21 thousand and $50 thousand for the comparable periods ended June 30, 2017.

Stock Options

The exercise price of our stock options is the closing price on the date the options are granted. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Options generally expire 10 years from the date of grant. The following table summarizes the activity for the remaining options outstanding under the Plan:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

Weighted Average

 

Remaining

 

Aggregate Intrinsic

 

 

    

Shares

    

Exercise Price

    

Contractual Life

    

Value

 

 

 

(in thousands)

 

 

 

 

(years)

 

(in thousands)

 

Options outstanding, December 31, 2017

 

 7

 

$

4.12

 

4.46

 

$

15

 

Granted

 

 —

 

 

 

 

 

 

 

 

 

Exercised

 

(4)

 

$

1.56

 

 

 

 

 

 

Cancelled or expired

 

 —

 

 

 

 

 

 

 

 

 

Options outstanding, June 30, 2018

 

 3

 

$

7.40

 

9.34

 

$

 —

 

Options exercisable, June 30, 2018

 

 3

 

$

7.40

 

9.34

 

$

 —

 

This intrinsic value represents the excess of the fair market value of our common stock on the date of exercise over the exercise price of such options.  The aggregate intrinsic values in the preceding table for the options outstanding represent the total pretax intrinsic value, based on our closing stock price of $3.25 and $5.22 as of June 30, 2018 and December 31, 2017, respectively, which would have been received by the option holders had those option holders exercised their in-the-money options as of those dates. 

 

The fair value of stock-basedstock option awards is estimated at the date of grant using the Black-Scholes option pricing model; however, the value calculated using an option pricing model may not be indicative of the fair value observed in a willing buyer/willing seller market transaction, or actually realized by the employee upon exercise. Expected volatility used to estimate the fair value of options granted is based on the historical volatility of our common stock. The risk-free interest rate is based on the United States Treasury constant maturity rate for the expected life of the stock option. The expected life of a stock award is the period of time that the award is expected to be outstanding.

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INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

The following table provides additional information in regards to options outstanding as of June 30, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options Outstanding

 

Options Exercisable

 

 

 

 

 

 

 

 

 

 

    

Weighted

 

Range of

 

Number

 

Weighted Average

 

Weighted Average

 

Number

    

Average Exercise

 

Exercise Price

    

Outstanding

    

Remaining Contractual Life

    

Exercise Price

    

Exercisable

    

Price

 

 

 

 

 

 

(in thousands)

 

(years)

 

 

 

(in thousands)

 

 

 

 

$

 

 

7.40

 

 3

 

9.34

 

$

7.40

 

 3

 

$

7.40

 

 

 

 

 

 

 3

 

9.34

 

 

 

 

 3

 

 

7.40

 

and for the period ended March 31, 2021, there were no stock-based compensation awards outstanding. 

 

NOTE 4-EARNINGS4 – EARNINGS PER SHARE

 

Basic earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period, plus the dilutive effect of outstanding stock options and restricted stock-based awards using the treasury stock method.

 

The following table sets forth the computation of basic and diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Three Months Ended 

 

Three Months Ended

 

Six Months Ended

 

 March 31, 

 

June 30, 

 

June 30, 

 

 2021 2020 

    

2018

    

2017

    

2018

    

2017

 

     

 

(in thousands, except per share data)

 

(in thousands, except per share data)

 

 (in thousands, except per share data) 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

359

 

$

549

 

$

477

 

$

913

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

$

247

 

$

574

 

$

450

 

$

949

 

Net income (loss)  $(43) $(18)

 

 

 

 

 

 

 

 

 

 

 

 

 

        

Weighted average outstanding shares of common stock

 

 

7,317

 

 

7,333

 

 

7,322

 

 

7,331

 

  6,601   6,563 

Dilutive potential common shares from stock options and restricted stock units

 

 

90

 

 

87

 

 

88

 

 

85

 

     35 

Common stock and common stock equivalents

 

 

7,407

 

 

7,420

 

 

7,410

 

 

7,416

 

  6,601   6,598 

 

 

 

 

 

 

 

 

 

 

 

 

 

        

Earnings per share, basic and diluted

 

$

0.05

 

$

0.07

 

$

0.06

 

$

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income per share: basic and diluted

 

$

0.03

 

$

0.08

 

$

0.06

 

$

0.13

 

Earnings (loss) per share, basic and diluted  $(0.01) $(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

        

Shares subject to anti-dilutive stock options and restricted stock-based awards excluded from calculation

 

 

38

 

 

82

 

 

40

 

 

84

 

     6 

 

NOTE 5-EQUITY TRANSACTIONS

In December 2017, our Board of Directors authorized a new program for the repurchase of up to $1 million of our outstanding common shares. This program authorization will expire in December 2018. 


13


Table of Contents

INTERLINK ELECTRONICS, INC.

 

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

Pursuant to this program, on January 17, 2018, we repurchased 34,010 common shares at a purchase price of $4.75 per share from an unrelated shareholder in a private transaction.  The repurchased shares were immediately retired and restored to the status of authorized and unissued shares.

Separate from and in addition to the $1 million repurchase program, on June 22, 2018, we repurchased 867,681 shares of our common stock at a purchase price of $3.00 per share from an existing stockholder in a private transaction approved by the Board of Directors.  The repurchased shares were immediately retired and restored to the status of authorized and unissued shares.

At June 30, 2018, the Company had 6,478,797 shares of common stock issued and outstanding.

 

NOTE 6-SIGNIFICANT5 – SIGNIFICANT CUSTOMERS, CONCENTRATION OF CREDIT RISK AND GEOGRAPHIC INFORMATION

 

We manage and operate our business through one operating segment.

 

Net revenues from customers equal to or greater than 10% of total net revenues are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

Six months ended June 30, 

 

 

    

2018

    

2017

 

2018

    

2017

 

Customer A

 

 

18

%

 

15

%

 

18

%

 

15

%

Customer B

 

 

13

%

 

11

%

 

15

%

 

11

%

Customer C

 

 

*

%

 

25

%

 

*

%

 

21

%


  Three months ended March 31, 
  2021  2020 
       
Customer A              29%  11%
Customer B              17%  10%
Customer C              *%  24%

*Less than 10% of total net revenues

*Less than 10% of total net revenues

 

Net revenues by geographic area are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Three months ended March 31, 

 

Three months ended June 30, 

 

Six months ended June 30, 

 

 2021 2020 

    

2018

    

2017

    

2018

    

2017

 

     

 

(in thousands)

 

(in thousands)

 

 (in thousands) 

United States

 

$

1,159

 

$

1,763

 

$

2,421

 

$

2,989

 

 $270  $742 

Asia and Middle East

 

 

1,247

 

 

1,167

 

 

2,361

 

 

2,324

 

  1,112   771 

Europe and other

 

 

277

 

 

334

 

 

474

 

 

835

 

  186   178 

Revenue, net

 

$

2,683

 

$

3,264

 

$

5,256

 

$

6,148

 

 $1,568  $1,691 

 

Revenues by geographic area are based on the country of shipment destination. The geographic location of distributors and third-party manufacturing service providers may be different from the geographic location of the purchasers and/or ultimate end users.

 

We provide credit only to creditworthy third parties who are subject to our credit verification procedures. Accounts receivable balances are monitored on an ongoing basis, and accounts deemed to have credit risk are fully reserved. At June 30, 2018,  threeMarch 31, 2021, two customers accounted for 40%,  20%46% and 10%12% of total accounts receivable, respectively. At December 31, 2017,  three2020, two customers accounted for 35%,  10%47% and 10%22% of total accounts receivable, respectively. Our allowance for doubtful accounts was $0 and $32 thousand at June 30, 2018both March 31, 2021 and December 31, 2017, respectively.2020.

 

Our long-lived assets were geographically located as follows:

14


 

  March 31,  December 31, 
  2021  2020 
       
  (in thousands) 
United States $1,154  $1,194 
Asia  273   332 
Total long-lived assets $1,427  $1,526 


Table of Contents

INTERLINK ELECTRONICS, INC.

 

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

Our long-lived assets (property, plant and equipment plus intangibles, net) were geographically located as follows:

 

 

 

 

 

 

 

 

 

 

June 30, 

 

December 31, 

 

 

    

2018

    

2017

 

 

 

(in thousands)

 

United States

 

$

115

 

$

103

 

Asia

 

 

627

 

 

491

 

Total long-lived assets

 

$

742

 

$

594

 

 

NOTE 7-RELATED6 - RELATED PARTY TRANSACTIONS

 

BKF Capital Group (OTC:BKFG)

We entered into an agreement, dated March 1, 2015 with BKF Capital Group, Inc. (“BKF”).  Pursuant to the agreement, BKF occupies and uses one furnished office, telephone and other services, located at our corporate offices in Westlake Village, CA, for a fee of $1,000 per month.  As of February 1, 2017 this agreement was modified as BKF relocated and no longer occupied the furnished office.  Accordingly, the fee was reduced to $250 per month.  In addition, we will occasionally pay administrative expenses on behalf of BKF, and BKF will reimburse the Company.

On March 1, 2018, BFK leased executive office space in Charleston, SC.  Interlink intends to use a portion of this office space for a fee of $2,465 per month.  BKF still intends to utilize a portion of the Interlink offices in California for a fee of $250 per month.  Effective March 1, 2018 we modified the existing agreement and entered into a cost-sharing agreement with Interlink that calls for a monthly net settlement of all shared costs between the use of the California and the South Carolina offices, including rent, administrative expenses and similar costs. 

For the three and six months ended June 30, 2018 BKF paid $750 and $3,000, respectively to the Company, as compared to $750 and $2,250 thousand for the comparable periods ended June 30, 2017. The Company incurred costs to BKF of $2,465 and $7,395 for the three and six months ended June 30, 2018, respectively.  There were no similar payments made by the Company to BKF in 2017.  Steven N. Bronson, our Chairman of the Board, President and Chief Executive Officer, is also the Chairman of the Board, Chief Executive Officer and majority shareholder of BKF.  At June 30, 2018 and December 31, 2017, there were no unpaid amounts owed by BKF to us. At June 30, 2018 the company’s outstanding balance due BKF was $0.Qualstar Corporation (OTCM:QBAK)

 

Qualstar Corporation (NASDAQ:(OTCMKTS:QBAK)

The Company agreed to reimburse, or be reimbursed by, Qualstar Corporation (“Qualstar”) for our occupancy and use ofis a portion of their Simi Valley manufacturing location and other expenses paid by one company on behalf of the other. 

15


Table of Contents

INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

related party. Steven N. Bronson, our Chairman of the Board, President and Chief Executive Officer, is also the President and Chief Executive Officer and Director of Qualstar. Ryan J. Hoffman, our Chief Financial Officer, is also the Chief Financial Officer of Qualstar. Mr. Bronson, together with BKF Capital Group, Inc. (OTCMKTS:BKFG) which he controls, has a controlling interest in both Interlink and Qualstar. We have a facilities agreement with Qualstar to allow Qualstar to use of a portion of our Irvine, California office facility, for which we have agreed to split substantially all rent and lease-related costs on an apportioned basis according to the approximate relative usage levels by each entity. Qualstar also has a facilities agreement with us to allow us to use of a portion of its Camarillo, California office and warehouse facility, for which we have agreed to split substantially all rent and lease-related costs on an apportioned basis according to the approximate relative usage levels by each entity. In addition, we have various consulting agreements with Qualstar for certain of our respective employees and/or independent contractors that provide certain operational, sales, marketing, general and administrative services to the other entity. Interlink and Qualstar also agree to reimburse, or be reimbursed by, one another for expenses paid by one company on behalf of the other. Transactions with Qualstar are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

 

 

2018

 

2017

 

 

    

Due from Qualstar

    

Due to Qualstar

    

Due from Qualstar

    

Due to Qualstar

 

 

 

(in thousands)

 

Balance at March 31,

 

$

22

 

$

 1

 

$

 —

 

$

 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Billed to Qualstar by Interlink

 

 

81

 

 

 —

 

 

 1

 

 

 —

 

Paid by Qualstar to Interlink

 

 

(93)

 

 

 —

 

 

(1)

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Billed to Interlink by Qualstar

 

 

 —

 

 

 4

 

 

 —

 

 

 3

 

Paid by Interlink to Qualstar

 

 

 —

 

 

(4)

 

 

 —

 

 

(3)

 

Balance at June 30, 

 

$

10

 

$

 1

 

$

 —

 

$

 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Three months ended March 31, 

 

Six months ended June 30, 

 

 2021  2020 

 

2018

 

2017

 

 Due from Qualstar Due to Qualstar Due from Qualstar Due to Qualstar 

    

Due from Qualstar

    

Due to Qualstar

    

Due from Qualstar

    

Due to Qualstar

 

         

 

(in thousands)

 

 (in thousands) 

Balance at January 1,

 

$

17

 

$

 —

 

$

 2

 

$

 1

 

 $52  $34  $24  $12 

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Billed to Qualstar by Interlink

 

 

145

 

 

 —

 

 

 7

 

 

 —

 

Billed (or accrued) to Qualstar by Interlink  208      128    

Paid by Qualstar to Interlink

 

 

(152)

 

 

 —

 

 

(9)

 

 

 —

 

  (145)     (151)   

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Billed to Interlink by Qualstar

 

 

 —

 

 

 8

 

 

 —

 

 

 5

 

Billed (or accrued) to Interlink by Qualstar     31      33 

Paid by Interlink to Qualstar

 

 

 —

 

 

(7)

 

 

 —

 

 

(5)

 

     (58)     (38)

Balance at June 30,

 

$

10

 

$

 1

 

$

 —

 

$

 1

 

Balance at March 31, $115  $7  $1  $7 

BKF Capital Group (OTCM:BKFG)

 

BKF Capital Group, Inc. (OTCMKTS:BKFG) (“BKF Capital”) is a related party. Steven N. Bronson, our Chairman of the Board, President and Chief Executive Officer, is also the Chief Executive Officer and Chairman of BKF Capital. Ryan J. Hoffman, our Chief Financial Officer, is also the Chief Financial Officer of BKF Capital. BKF Capital, together with Mr. Bronson, has a controlling interest in Interlink. We have a facilities agreement with BKF Capital to allow BKF Capital to use of a portion of our Irvine, California office facility, for which we have agreed to split substantially all rent and lease-related costs on an apportioned basis according to the approximate relative usage levels by each entity. Interlink and BKF Capital also agree to reimburse, or be reimbursed by, one another for expenses paid by one company on behalf of the other. For the periods ended March 31, 2021 and 2020, BKF Capital paid Interlink $2 thousand and $0, respectively pursuant to these arrangements. For the periods ended March 31, 2021 and 2020, Interlink paid BKF Capital $0 pursuant to these arrangements.

 

NOTE 8-INCOME7 – INCOME TAXES

 

Income tax expensebenefit as a percentage of income before income taxes was 27.0% and 28.3%14.0% for the three and six months ended June 30, 2018March 31, 2021 versus 34.4% and 34.2%tax expense of 72.7% for the comparable period in the prior year. Our income tax expense is primarily impacted by the mix of domestic and foreign pre-tax earnings, as well as our ability to utilize prior net operating loss carryovers (“NOLs”).

 

The Company experienced an ownership change under IRC Section 382 in February 2010. In general, a Section 382 ownership change occurs if there is a cumulative change in our ownership by “5% shareholders” (as defined in the Internal Revenue Code of 1986, as amended) that exceeds 50 percentage points over a rolling three-year period. An ownership change generally affects the rate at which NOLs and potential other deferred tax assets are permitted to offset future taxable income. Certain state jurisdictions within which we operate contain similar provisions and limitations. All of the remaining federal and state NOLs as of June 30, 2018March  31, 2021 are subject to annual limitations due to the February 2010 ownership change.

 

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. We analyzed our need to maintain the valuation allowance against our otherwise recognizable deferred tax assets in the federal, state and foreign jurisdictions and had previously recorded a full valuation allowance. During the fourth quarter of 2016, we determined, given our current earnings and anticipated

16


Table of Contents

INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

future earnings, that sufficient evidence existed to reach a conclusion that the valuation allowance was no longer warranted.


INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

NOTE 8 – PAYCHECK PROTECTION PROGRAM LOAN

During the second quarter of 2020, the Company received a loan from Silicon Valley Bank in the aggregate principal amount of $186 thousand pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The loan was evidenced by a promissory note, dated April 21, 2020, issued by us to the lender, which was scheduled to mature on April 20, 2022, and bore interest at a rate of 1.00% per annum. Proceeds from the loan were used to fund designated expenses, including certain payroll costs, group health care benefits and other permitted expenses, in accordance with the PPP. Under the terms of the PPP, up to the entire amount of principal and accrued interest may be forgiven to the extent loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP. The full amount of the loan principal and interest was forgiven in February 2021. As there is currently no authoritative guidance with GAAP for accounting for a loan forgivable by a government entity, the Company elected to account for the loan forgiveness by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance, for which the forgiveness was recorded as contra-expense within selling, general and administrative expense, where the substantial majority of the Company’s corresponding payroll and operating expenses are incurred. Forgiveness of the PPP loan resulted in contra-expense of $186 thousand being recorded in selling, general and administrative expense during the three months ended March 31, 2021.

 

NOTE 9-COMMITMENTS9 – COMMITMENTS AND CONTINGENCIES

 

Operating LeasesLease Agreements

 

We lease certain facilities under non-cancellable operating leases. The leases expire at various dates through fiscal 20212023 and frequently include renewal provisions for varying periods of time, provisions which require us to pay taxes, insurance and maintenance costs, and provisions for minimum rent increases. Minimum leaseleases payments, including scheduled rent increases are recognized as rent expenses on a straight-line basis over the term of the lease.

The rate implicit in each lease is not readily determinable, and we therefore use our incremental borrowing rate to determine the present value of the lease payments. No new ROU assets were capitalized during the three months ended March 31, 2021 or 2020.

ROU assets for operating leases are periodically reduced by impairment losses. We use the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant and Equipment – Overall, to determine whether a ROU asset is impaired, and if so, the amount of the impairment loss to recognize. As of March 31, 2021, we have not recognized any impairment losses for our ROU assets.

We monitor for events or changes in circumstances that require a reassessment of our leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss.

In June 2020, the Company entered into a sublease agreement to lease 4,351 square feet of space located in Irvine, California for approximately $5 thousand per month with 3 percent annual increases. The lease term began July 1, 2020 and ends May 31, 2023. The space is used for executive offices, sales, finance and administration.

The Company leases a 14,476 square-foot manufacturing facility and administrative office in Shenzhen, China. In May 2020, the Company renewed this lease for the period June 1, 2020 through May 31, 2022 for approximately $7 thousand per month through May 31, 2021 and increasing to approximately $8 thousand per month through May 31, 2022.

The Company leases a 4,544 square-foot engineering and administrative office in Singapore for approximately $10 thousand per month. This lease term ends July 2021.

The Company leases a 3,000 square-foot distribution facility in Hong Kong for approximately $2 thousand per month. This lease term ends April 2023.

The Company leases a 500 square-foot sales office in Tokyo, Japan for approximately $1 thousand per month. This lease term ends November 2022.

As of March 31, 2021, the Company had current and long-term lease liabilities of $195 thousand and $99 thousand, respectively, and right-of-use assets of $272 thousand. As of December 31, 2020, the Company had current and long-term lease liabilities of $219 thousand and $140 thousand, respectively, and right of use assets of $334 thousand. Future imputed interest as of March 31, 2021 totaled $17 thousand. The weighted average remaining lease term of the Company’s leases as of March 31, 2021 is 1.2 years.

 

Future minimum lease payments under non-cancellable operating leases that have remaining non-cancellable lease terms in excess of one year are as follows:

 

Years ending December 31,  (in thousands) 
2021 (remainder of year)  $165 
2022   117 
2023   29 
2024    
2025    
Thereafter    
Total undiscounted future non-cancelable minimum lease payments   311 
Less: imputed interest   (17)
Present value of lease liabilities  $294 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2018

    

2019

    

2020

    

2021

    

Thereafter

    

Total

 

 

 

 

(in thousands)

 

Operating Leases

 

$

167

 

$

293

 

$

162

 

$

68

 

$

0

 

$

690

 


INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

During the three months ended March 31, 2021, we recognized approximately $82 thousand, in operating lease costs. Operating lease costs of $30 thousand are included in cost of revenue, and $52 thousand are included in operating expenses in our consolidated statements of operations for the three months ended March 31, 2021.

During the three months ended March 31, 2020, we recognized approximately $59 thousand, in operating lease costs. Operating lease costs of $24 thousand are included in cost of revenue, and $35 thousand are included in operating expenses in our consolidated statements of operations for the three months ended March 31, 2020.

 

Litigation

 

We are not party to any legal proceedings at June 30, 2018.as of March 31, 2021. We are occasionally involved in legal proceedings in the ordinary course of business, including actions against us which assert or may assert claims or seek to impose fines and penalties in substantial amounts. Related legal defense costs are expensed as incurred.

 

Warranties

 

We establish reserves for future product warranty costs that are expected to be incurred pursuant to specific warranty provisions with our customers. We generally warrant our products against defects for one year from date of shipment, with certain exceptions in which the warranty period can extend to more than one year based on contractual agreements. Our warranty reserves are established at the time of sale and updated throughout the warranty period based upon numerous factors including pasthistorical warranty return rates and expenses over various warranty periods. Historically, our warranty returns have not been material.

 

Intellectual Property Indemnities

 

We indemnify certain customers and our contract manufacturers against liability arising from third-party claims of intellectual property rights infringement related to our products. These indemnities appear in development and supply agreements with our customers as well as manufacturing service agreements with our contract manufacturers, are not limited in amount or duration and generally survive the expiration of the contract. Given that the amount of any potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, we are unable to determine the maximum amount of losses that we could incur related to such indemnifications.

 

Director and Officer Indemnities and Contractual Guarantees

 

We have entered into indemnification agreements with our directors and executive officers, which require us to indemnify such individuals to the fullest extent permitted by Nevada law. Our indemnification obligations under such agreements are not limited in amount or duration. Certain costs incurred in connection with such indemnifications may be recovered under certain circumstances under various insurance policies. Given that the amount of any potential

17


Table of Contents

INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

liabilities related to such indemnities cannot be determined until a lawsuit has been filed, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities.

 

We have also entered into an employment agreement with Steven N. Bronson, our Chairman of the Board, President and Chief Executive Officer. This agreement contains certain severance and change in control obligations. Under the agreement, if Mr. Bronson’s employment is terminated due to his death or disability (as such terms are defined in the agreement), Mr. Bronson or his beneficiaries will be entitled to receive: (i) his base compensation to the end of the monthly pay period immediately following the date of termination; (ii) accrued bonus payments; and (iii) all unvested equity and/or options issued by the Company shall immediately fully vest. If Mr. Bronson’s employment is terminated by him for good reason (as such term is defined in the agreement), or by us without cause, then Mr. Bronson will be entitled to receive: (i) his base compensation to the date of termination; (ii) a severance payment equal to twelve months of his base compensation; (iii) any earned bonus compensation; (iv) employee benefits for twelve months following the date of termination; (v) any vested company match 401k or other retirement contribution; and (vi) all unvested equity and/or options issued by the Company shall immediately fully vest.

 


INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements - continued

(unaudited)

In the event of a change in control of the Company (as such term is defined in the agreement), Mr. Bronson is entitled to receive: (i) a change in control payment in an amount equal to twelve months of his base compensation, payable as of the date the change in control occurs; and (ii) all unvested equity and/or options issued by the Company shall immediately fully vest.

 

Guarantees and Indemnities 

 

In the normal course of business, we are occasionally required to undertake indemnification for which we may be required to make future payments under specific circumstances. We review our exposure under such obligations no less than annually, or more frequently as required. The amount of any potential liabilities related to such obligations cannot be accurately determined until a formal claim is filed. Historically, any such amounts that become payable have not had a material negative effect our business, financial condition or results of operations. We maintain general and product liability insurance which may provide a source of recovery to us in the event of an indemnification claim.

 

NOTE 10-SUBSEQUENT EVENTS

In July, 2018, subseqent to quarter end, the Company received purchase orders of $880,000 from an existing prestigious medical customer. This order is for deliveries from October 2018 to June 2019.


18


Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the following:

·

our future financial and operating results;

·

our business strategy;

·

our intentions, expectations and beliefs regarding anticipated growth, market penetration and trends in our business;

·

our dependence on growth in our customers’ businesses;

·

the effects of market conditions on our stock price and operating results;

·

our ability to maintain our competitive technological advantages against competitors in our industry;

·

our ability to timely and effectively adapt our existing technology and have our technology solutions gain market acceptance;

·

our ability to introduce new products and bring them to market in a timely manner;

·

our ability to maintain, protect and enhance our intellectual property;

·

the effects of increased competition in our market and our ability to compete effectively;

·

costs associated with defending intellectual property infringement and other claims;

·

our expectations concerning our relationships with customers and other third parties;

·

our expectations concerning relationships between our customers and their manufacturers;

·

the attraction and retention of qualified employees and key personnel;

·

future acquisitions of or investments in complementary companies or technologies; and

·

our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company and United States export regulations.

Thesestatements.These forward-looking statements speak only as of the date of this Form 10-Q and are subject to uncertainties, assumptions and business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements as a result of the factors set forth below in Part II, Item 1A, “Risk Factors,” and in our other reports filed with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements.

19


You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Form 10-Q to conform these statements to actual results or to changes in our expectations, except as required by law.

 

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

Overview and Outlook

 

Overview

 

Interlink Electronics, Inc. (“we”, “us”, “our”, “Interlink” or the “Company”) designs, develops, manufactures and sells a range of force-sensing technologies that incorporate our proprietary materials technology, firmware and software into a portfolio of standard products and custom solutions. These include sensor components, subassemblies, modules and products that support effective, efficient cursor control and novel three-dimensional user inputs. Our Human Machine Interface (“HMI”) technology platforms are deployed in a wide range of markets including consumer electronics, automotive, industrial, and medical. The application of our HMI technology platforms includes vehicle entry, vehicle multi-media control interface, rugged touch controls, presence detection, collision detection, speed and torque controls, biological monitoring and others.

 

Interlink has been a leader in the printed electronics industry for over 30 years with the commercialization of our patented Force SensingForce-Sensing Resistor (“FSR®”) technology that has enabled rugged and reliable HMI solutions. Our solutions have focused on handheld user input, menu navigation, cursor control, and other intuitive interface technologies for the world’s top electronics manufacturers.

 

We invented FSR® technology and pioneered commercialization of printed electronics manufacturing, paving the way for industry-wide adoption of force sensing technology. Our extensive knowledge and experience with this technology, along with the firmware we incorporate in our HMI solutions, differentiates us from other providers of HMI solutions. We, along with our customers, incorporate our FSR and force sensing sensors and modules into end user products. Our sensors and modules are used in electronics devices and systems where user input must be converted into useful output data. Our force sensing technology solution platforms enabled industry-first implementations in gaming, smartphone, rugged notebook, automotive cockpit and automotive entry applications. Consumer and end-user demand for enhanced user experience is driving the need for innovative multi-modal HMI technologies and applications. Force sensing input provides a critical novel modality that drives a paradigm shift in HMI.

Market requirements for innovative solutions that enable smaller, thinner devices, lower power consumption, highly refined designs, better navigation and more intuitive usability in all environments, are also driving increased demand for our products. Industry is moving towards the use of multi-modal HMI in the home, industrial, medical and automotive spaces. Interlink delivers cutting edge, high performance HMI solutions for customers who wish to replace outdated switches and knobs in these environments.


Significant market opportunities are rapidly emerging for us to improve upon the functionality of standard capacitive sensors which are widely available and competitively priced. Inadvertent activation, where users unintentionally activate a control, is a common problem with capacitive technology. In contrast, force sensing solutions require a deliberate application of force to operate. We have had recent success in using our force sensing solutions in combination with capacitive technologies to minimize the latter’s performance issues, enabling force sensing solutions to complement competitive technologies and provide hybrid solutions and open up new opportunities for growth. We continue to simultaneously expand our standard product portfolio and develop new technology platforms to grow existing markets and capture emerging markets. This portfolio expansion will incorporate other complimentary sensing technologies. This broader portfolio of technologies will allow us to use our expertise in integrating multiple sensing technologies for applications in the rapidly growing Internet-of-Things (“IoT”).

Interlink serves our world-wide customer base from our corporate headquarters in Irvine, California (Orange County area) and from our facility in Camarillo, California (Ventura County). We plan to establish a Global Product Development and Materials Science Center in our existing Camarillo footprint, which we expect to be operational in May 2021. This facility will have a state-of-the-art printed electronics development laboratory as well as materials science lab. Our engineering team will be based in this center where we will work with our U.S. and global customers on developing, engineering, prototyping and implementing our advanced HMI solutions. We also maintain a small embedded software and IoT application development center in Singapore. We manufacture all our products in our printed electronics manufacturing facility in Shenzhen, China, which has been in operation since 2006. In addition, we maintain a global distribution and logistics center in Hong Kong, a technical sales office in Japan, and several manufacturer representatives and distributors in strategic locations in our key markets, all of which allows us to support our global customer base. We sell our products globally toin a diverse arraywide range of customers that include the Fortune 500 as well as start-ups, design houses, original design manufacturers, OEMs and universities.  Our technology has been deployed in themarkets, including consumer electronics, automotive, industrial automation, automotive and medical markets.medical. Our global presence in the United States, China, Hong Kong, Singapore and Japan, allows us to provide local sales and engineering support services to our existing and future customers.   Our productscustomers are manufactured by our wholly-owned subsidiary in a state-of-the-art facility in Shenzhen, China.  We also maintain engineering, assembly and prototyping capabilities in Simi Valley, California.  We control 100%some of the manufacturing and shipping process which enables us to respond quickly to customer product demand and design requirements. 

Over the next three years, we anticipate investing significantly in the expansion of our technology platforms through our own internal development to ensure we provide the market with leading-edge HMI solutions that are seamless to deploy and preform flawlessly.  We are dramatically growing our R&D organization in Singapore to ensure we have the right team to launch our current designs and develop new product offerings that will meet the market’s growing demand for touch technology.  Our Singapore location allows us to take advantage of the abundance of engineering talent for future new product development.  We are also exploring potential strategic relationships with Singapore-basedworld’s largest companies and technology institutes that will support our growth initiatives.most recognizable brands.

 

Outlook

We follow market research conducted by IDTechEx and other independent parties in the printed, flexible electronics industry. Market research indicates that the sensor portion of the printed electronics market is growing rapidly. We maintain our focus on developing solutions around scalable sensor and product architectures and emerging applications in order to capitalize on this growth. We believe there are significant innovation opportunities for sensors with  novel functions and form factors, which is why we have invested heavily in R&D to develop disruptive technology platforms

20


and a robust patent portfolio.We expect to accelerate such investments over the next 12 – 36 months as we continue to build out our R&D engineering center in Singapore.

The industrial markets we serve (automotive, medical, rugged computing, industrial tools and equipment, among others) face challenges driven by product innovation, changes in talent requirements, and disruptions in energy markets.  Such challenges present an opportunity for us to emerge as a solution provider for these markets.  These opportunities include: new technologies such as industrial Internet-of-Things (“IoT”), robotics and advanced manufacturing, and the skills and solutions needed to manage embedded technology and data analytics.  If capitalized and managed correctly, these innovations can support step changes in productivity by allowing companies to more actively monitor and optimize plant, asset, and supply chain performance.

The consumer market faces an unprecedented confluence of changes such as declining brand loyalty, rapidly evolving technologies, changing demographics and consumer preferences, and economic uncertainty.  The opportunities for us are to provide solutions to help consumer products companies keep up with the frantic pace of innovation to maintain performance of existing categories while also building the breakthrough new businesses of the future.  The advent of smarter products (e.g., products with embedded sensor technologies) provides an opportunity for us to deliver unique solutions to build and nurture breakthrough innovation.

Overall, our customers tend to be market leaders, and have been stable enough to manage their businesses through any challenging market cycle.  In spite of decreased sales resulting from the loss a significant customer platform, we are very pleased with our performance in the three and six months ended June 30, 2018.  We are confident that our leadership position in providing HMI solutions remains strong.

We remain committed to our strategy to create shareholder value through earnings growth and balanced capital allocation, including disciplined investments for organic growth and innovation and strategic bolt-on acquisitions.  In connection with our growth strategy, we will continue to evaluate potential acquisitions in 2018; however, the effect of such acquisitions cannot be predicted and therefore is not reflected in this outlook.

Critical Accounting Policies and Estimates

 

The preparation of condensedWe prepare our consolidated financial statements in conformityaccordance with GAAPgenerally accepted accounting principles in the United States (“GAAP”). The preparation of consolidated financial statements requires managementus to make estimates and assumptions about future events that affect the reported amounts reported in the condensed consolidated financial statementsof assets, liabilities, revenue, costs and accompanying notes to the condensed consolidated financial statements. Actual results could differ significantly from those estimates.expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are reasonabledifferences between our estimates and actual results, our future financial statements presentation, financial condition, results of operations, and cash flows will be affected.

A description of our critical accounting policies that represent the more significant judgments and estimates used in the circumstances. We regularly discuss with our audit committee the basispreparation of our estimates. These estimates could change under different assumptions or conditions.

We believe thatfinancial statements was provided in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2021. There have been no changes to our critical accounting policies and estimates as described in our annual Report onthe Form 10-K for the year ended December 31, 2017, are most important to the portrayal ofthat have had a material impact on our condensed consolidated financial conditionstatements and results of operations and require management’s most difficult, subjective and complex judgments. There have been no significant changes to these polices during the six months ended June 30, 2018.  related notes.

 

Impact of RecentRecently Issued and Adopted Accounting Pronouncements

 

For information with respect to recentRecent accounting pronouncements and the impact of these pronouncements see “Noteare detailed in Note 1 - The Company and its Significant Accounting Policies – Recently Adopted Accounting Pronouncements” and “Recently Issued Accounting Pronouncements (Not Yet Adopted)” in the accompanying notes to the unauditedour condensed consolidated financial statements.statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

 


21


 

Results of Operations

 

The following table sets forth certain unaudited condensed consolidated statements of income data for the periods indicated. The percentages in the table are based on net revenues.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Three months ended March 31, 

 

Three months ended June 30, 

 

Six months ended June 30, 

 

 2021  2020 

 

2018

 

 

2017

 

2018

 

 

2017

 

 $  %  $  % 

    

$

    

%

    

 

$

    

%

    

$

    

%

    

 

$

    

%

    

            

 

(in thousands, except percentages)

 

(in thousands, except percentages)

 

 (in thousands, except percentages) 

Revenue, net

 

$

2,683

 

100.0

%  

 

$

3,264

 

100.0

%  

$

5,256

 

100.0

%  

 

$

6,148

 

100.0

%  

 $1,568   100.0% $1,691   100.0%

Cost of revenue

 

 

1,135

 

42.3

%  

 

 

1,203

 

36.9

%  

 

2,297

 

43.7

%  

 

 

2,351

 

38.2

%  

  694   44.3%  732   43.3%

Gross profit

 

 

1,548

 

57.7

%  

 

 

2,061

 

63.1

%  

 

2,959

 

56.3

%  

 

 

3,797

 

61.8

%  

  874   55.7%  959   56.7%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Engineering, research and development

 

 

237

 

8.8

%  

 

 

157

 

4.8

%  

 

461

 

8.8

%  

 

 

335

 

5.4

%  

  217   13.8%  285   16.9%

Selling, general and administrative

 

 

881

 

32.8

%  

 

 

1,065

 

32.6

%  

 

1,849

 

35.1

%  

 

 

2,092

 

34.1

%  

  717   45.7%  746   44.1%

Total operating expenses

 

 

1,118

 

41.6

%  

 

 

1,222

 

37.4

%  

 

2,310

 

43.9

%  

 

 

2,427

 

39.5

%  

  934   59.6%  1,031   61.0%

Income from operations

 

 

430

 

16.1

%  

 

 

839

 

25.7

%  

 

649

 

12.4

%  

 

 

1,370

 

22.3

%  

Income (loss) from operations  (60)  (3.8)%  (72)  (4.3)%

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                

Other income (expense), net

 

 

62

 

2.3

%  

 

 

(2)

 

(0.1)

%  

 

16

 

0.3

%  

 

 

17

 

0.3

%  

  10   0.6%  6   0.4%

Income before income tax expense

 

 

492

 

18.4

%  

 

 

837

 

25.6

%  

 

665

 

12.7

%  

 

 

1,387

 

22.6

%  

Income tax expense

 

 

133

 

5.0

%  

 

 

288

 

8.8

%  

 

188

 

3.6

%  

 

 

474

 

7.7

%  

Net income

 

$

359

 

13.4

%  

 

$

549

 

16.8

%  

$

477

 

9.1

%  

 

$

913

 

14.9

%  

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(112)

 

(4.2)

%  

 

 

25

 

0.8

%  

 

(27)

 

(0.5)

%  

 

 

36

 

0.5

%  

Comprehensive income

 

$

247

 

9.2

%  

 

$

574

 

17.6

%  

$

450

 

8.6

%  

 

$

949

 

15.4

%  

Income (loss) before income taxes  (50)  (3.2)%  (66)  (3.9)%
Income tax expense (benefit)  (7)  (0.4)%  (48)  (2.8)%
Net income (loss) $(43)  (2.7)% $(18)  (1.1)%

 

ResultsComparison of Operations for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017Three Months Ended March 31, 2021 and 2020

 

Revenue, net by Marketthe markets we serve is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

    

Amount

    

% of 
Net Revenue

 

    

Amount

    

% of 
Net Revenue

 

    

Change

    

% Change

 

 

 

(in thousands, except percentages)

 

Automotive

 

$

119

 

4.4

%

 

$

1,016

 

31.1

%

 

$

(897)

 

(88.3)

%

Industrial

 

 

615

 

22.9

%

 

 

475

 

14.5

%

 

 

140

 

29.6

%

Medical

 

 

359

 

13.4

%

 

 

350

 

10.7

%

 

 

 9

 

2.7

%

Consumer

 

 

486

 

18.1

%

 

 

486

 

14.9

%

 

 

(0)

 

(0.0)

%

Standard

 

 

1,104

 

41.2

%

 

 

937

 

28.8

%

 

 

167

 

17.8

%

Revenue, net

 

$

2,683

 

100.0

%

 

$

3,264

 

100.0

%

 

$

(581)

 

(17.8)

%

  Three months ended March 31,       
  2021  2020       
  Amount  % of 
Net Revenue
  Amount  % of 
Net Revenue
  $ Change  % Change 
                   
  (in thousands, except percentages) 
Industrial $538   34.3% $392   23.2% $146   37.2%
Medical  43   2.7%  404   23.9%  (361)  (89.4)%
Consumer  449   28.6%  187   11.1%  262   140.1%
Standard  538   34.3%  708   41.8%  (170)  (24.0)%
Revenue, net $1,568   100.0% $1,691   100.0% $(123)  (7.3)%

 

We sell our custom products into the following markets: automotive, industrial, medical and consumer.consumer markets. We previously sold custom products in the automotive market and continue to pursue opportunities in that sector. We sell our standard products in manythrough various distribution networks. The ultimate customer for standard products may come from different markets which are often unknown to us at the time of sale. Each market has different product design cycles. Products with longer design cycles often have much longer product life-cycles. Automotive, industrial,Industrial and medical products generally have longer design and life-cycles than consumer products. We currently have products with life-cycles that have exceeded twenty years and are ongoing.

 

22


The decrease in net revenues was driven by a major customerRevenues were up in the automotive market making a design changethree months ended March 31, 2021 compared to their product that eliminated the need for our solution.  This decrease was partially offset by increased sales of our custom productsthree months ended March 31, 2020 in the industrial and consumer markets, and were down in the medical markets.  We also had an increase in sales ofmarkets and for our standard products. Other than the automotiveThe increase in revenue from our industrial market growth in our custom product sales was drivencustomers is due to increased purchasing volume by increased sales to our currentthese customers for use in their ongoing product lines.  In alllines resulting from changes in demand by their customers. The increase in revenue from our consumer market customers is due to an increase in purchase levels on corresponding products and programs. The decrease in revenue from our medical market customers is primarily due to significant reduction of shipments to our largest medical customer, which is subject to delays in installing devices that use our products in hospitals due to COVID-19 restrictions. The decrease in revenue on our standard products is due to cyclical purchasing pattern of some of our custom product markets,larger customers who took delivery of bulk quantities during 2020. In the normal cycle, some of our larger customers purchase in bulk quantities and absorption of these products can straddle several financial reporting periods. TheIn all markets, the timing of orders from our customers is not always predictable and can be concentrated in varying periods during the year to coincide with their project and building plans.

 

Some of our more recent custom product success for new product lines in the medical market has been in the pipeline as part of a long design cycle and revenues are just starting to be realized in 2018.  In July 2018, subsequent to quarter end, the Company received purchase orders of $880,000 from an existing prestigious medical customer. This order is for deliveries from October 2018 to June 2019.    However, as these revenues materialize, revenues from current product lines that reach the end of their life cycle will likely offset some of this expected growth in 2018.  Overall. we expect revenues to be lower in the second half of 2018 until we are able to fully replace the automotive revenue.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

    

Amount

    

% of 
Net Revenue

 

    

Amount

    

% of 
Net Revenue

 

    

Change

    

% Change

 

 

 

(in thousands, except percentages)

 

Cost of revenue

 

$

1,135

 

42.3

%

 

$

1,203

 

36.9

%

 

$

(68)

 

(5.7)

%


  Three months ended March 31,       
  2021  2020       
  Amount  % of 
Net Revenue
  Amount  % of 
Net Revenue
  $ Change  % Change 
                   
  (in thousands, except percentages) 
Gross profit $874   55.7% $959   56.7% $(85)  (8.9)%

 

Our cost of revenue isgross profit and gross margin percentage are impacted by various factors including product mix, customer mix, volume, material costs, manufacturing efficiencies, facilities costs, compensation costs and any provisions for excess and obsolete inventories. Cost of revenues decreasedThe decrease in gross profit for the three months ended March 31, 2021 as compared with the prior year consistent withwas due to the decrease in revenues, particularly in the automotive market.  Cost of revenues increased as awhile gross margin percentage of revenues for the same reason, including less revenue to cover fixed costs and production overhead costs.was substantially unchanged.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

    

Amount

    

% of 
Net Revenue

 

    

Amount

    

% of 
Net Revenue

 

    

Change

    

% Change

 

 

 

(in thousands, except percentages)

 

 Engineering, research and development

 

$

237

 

8.8

%

 

$

157

 

4.8

%

 

$

80

 

51.0

%

  Three months ended March 31,       
  2021  2020       
  Amount  % of 
Net Revenue
  Amount  % of 
Net Revenue
  $ Change  % Change 
                   
  (in thousands, except percentages) 
Engineering, research and development $217   13.8% $285   16.9% $(68)  (23.9)%

 

Engineering and R&D expenses consist primarily of compensation expenses for employees engaged in research, design and development activities. Our R&D team focuses both on internal design development, as well as design development aimed at addressing customer design challenges, in order to develop our HMI solutions.

 

Our engineering and R&D costs increased aswere down for the three months ended March 31, 2021 when compared with the same period in the prior year primarily due to continued investments inbecause we reduced costs and headcount at our Singapore R&D center and an increase in our engineering and R&D staffing worldwide in order to enhance our technology and product offerings. We will continue to substantially grow the global R&D center in

23


Singapore over the next three years, including expanding our R&D team, expanding the sizeduring 2020 as part of the facility, and investing in additional tools and equipment. transfer of the lab to Camarillo, California.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

    

Amount

    

% of 
Net Revenue

 

    

Amount

    

% of 
Net Revenue

 

    

Change

    

% Change

 

 

 

(in thousands, except percentages)

 

 Selling, general and administrative

 

$

881

 

32.8

%

 

$

1,065

 

32.6

%

 

$

(184)

 

(17.3)

%

  Three months ended March31,       
  2021  2020       
  Amount  % of 
Net Revenue
  Amount  % of 
Net Revenue
  Change  % Change 
                   
  (in thousands, except percentages) 
Selling, general and administrative $717   45.7% $746   44.1% $(29)  (3.9)%

 

 

Selling, general and administrative expenses (“SG&A”) consist primarily of compensation expenses, legal and other professional fees, facilities expenses and communication expenses. SG&ASelling, general and administrative expenses decreased during the three months ended March 31, 2021 as compared with the same period in the prior year drivendue to recording forgiveness of the $186 thousand PPP loan, offset by internal efficiencies gainedincreases in sales, marketing, finance and administrative personnel, and an increase in legal costs and filing fees associated with relisting with Nasdaq during a period of lower revenue, and reduced reliance of third party consultants and professional service providers.the quarter.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

    

Amount

    

% of 
Pre-tax Income

 

    

Amount

    

% of 
Pre-tax Income

 

    

Change

    

% Change

 

 

 

(in thousands, except percentages)

 

Income tax expense (benefit)

 

$

133

 

27.0

%

 

$

288

 

34.4

%

 

$

(155)

 

(53.8)

%

  Three months ended March 31,       
  2021  2020       
  Amount  % of 
Pre-tax Income
  Amount  % of 
Pre-tax Income
  Change  % Change 
                   
  (in thousands, except percentages) 
Income tax expense (benefit) $(7)  14.0% $(48)  (72.7)% $41   nm  %

 

TaxIncome tax expense (benefit) reflects statutory tax rates in the jurisdictions that we operate adjusted for normal book/tax differences. Tax expenseThe tax benefit for the three monthsmonth periods ended June 30, 2018March 31, 2021 and 2020 was lower primarily as a result of operating losses for the enactment of the 2017 Tax Cut and Jobs Act (TCJA), which was signed into law on December 22, 2017. The TCJA significantly reforms the Internal Revenue Code of 1986 (as amended) and includes, among other things, changes to U.S. Federal tax rates, significant additional limitations on the deductibility of interest, immediate expensing of certain capital expenditures, migration from a “worldwide” system of taxation to a territorial system and the modification or repeal of many business deductions and credits.quarters.

 


Our effective tax rate is directly affected by the relative proportions of revenue and income before taxes in the jurisdictions in which we operate. Based on the expected mix of domestic and foreign earnings, we anticipate our effective tax rate to remain lower than prior periodsthe U.S. statutory rate primarily due to a significant portion of our earnings originating in lower rate foreign jurisdictions, and the reduction of the U.S. federal tax rates under the TCJA.jurisdictions. Discrete tax events may cause our effective rate to fluctuate on a quarterly basis. Certain events, including, for example, acquisitions and other business changes, which are difficult to predict, may also cause our effective tax rate to fluctuate. We are subject to changing tax laws, regulations, and interpretations in multiple jurisdictions. Continued corporate tax reform continues to be a priority in the U.S. and other jurisdictions. Additional changes to the tax system in the U.S. could have significant effects, positive and negative, on our effective tax rate, and on our deferred tax assets and liabilities.

 

24


Results of Operations for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017

Revenue, net by Market is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

    

Amount

    

% of 
Net Revenue

 

    

Amount

    

% of 
Net Revenue

 

    

Change

    

% Change

 

 

 

(in thousands, except percentages)

 

Automotive

 

$

266

 

5.1

%

 

$

1,716

 

27.9

%

 

$

(1,450)

 

(84.5)

%

Industrial

 

 

1,260

 

24.0

%

 

 

1,122

 

18.2

%

 

 

138

 

12.3

%

Medical

 

 

774

 

14.7

%

 

 

698

 

11.4

%

 

 

76

 

10.9

%

Consumer

 

 

934

 

17.8

%

 

 

935

 

15.2

%

 

 

(1)

 

(0.1)

%

Standard

 

 

2,022

 

38.5

%

 

 

1,677

 

27.3

%

 

 

345

 

20.6

%

Revenue, net

 

$

5,256

 

100.0

%

 

$

6,148

 

100.0

%

 

$

(892)

 

(14.5)

%

We sell our custom products into the following markets: automotive, industrial, medical and consumer.  We sell our standard products in many different markets which are often unknown to us at the time of sale.  Each market has different product design cycles.  Products with longer design cycles often have much longer product life-cycles. Automotive, industrial, and medical products generally have longer design and life-cycles than consumer products.  We currently have products with life-cycles that have exceeded twenty years and are ongoing.

The decrease in net revenues was driven by a major customer in the automotive market making a design change to their product that eliminated the need for our solution.  This decrease was partially offset by increased sales of our custom products in the industrial and medical markets. We also had an increase in sales of our standard products. Other than the automotive market, growth in our custom product sales was driven by increased sales to our current customers for use in ongoing product lines.  In all of our custom product markets, some of our larger customers purchase in bulk quantities and absorption of these products can straddle several financial reporting periods. The timing of orders from our customers is not always predictable and can be concentrated in varying periods during the year to coincide with their project and building plans.

Some of our more recent custom product success for new product lines in the medical market has been in the pipeline as part of a long design cycle and revenues are just starting to be realized in 2018.   In July 2018, subsequent to quarter end, the Company received purchase orders of $880,000 from an existing prestigious medical customer. This order is for deliveries from October 2018 to June 2019.    However, as these revenues materialize, revenues from current product lines that reach the end of their life cycle will likely offset some of this expected growth in 2018.  Overall, we expect revenues to be lower in the second half of 2018 until we are able to fully replace the automotive revenue.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

    

Amount

    

% of 
Net Revenue

 

    

Amount

    

% of 
Net Revenue

 

    

Change

    

% Change

 

 

 

(in thousands, except percentages)

 

Cost of revenue

 

$

2,297

 

43.7

%

 

$

2,351

 

38.2

%

 

$

(54)

 

(2.3)

%

Our cost of revenue is impacted by various factors including product mix, volume, material costs, manufacturing efficiencies, facilities costs, compensation costs and any provisions for excess and obsolete inventories.  Cost of revenues decreased compared with the prior year consistent with the decrease in revenues, particularly in the automotive market, although additional costs associated with the abrupt loss of the major customer were recognized in the first quarter of 2018.  Cost of revenues increased as a percentage of revenues for the same reason, including less revenue to cover fixed costs and production overhead costs.

25


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

    

Amount

    

% of 
Net Revenue

 

    

Amount

    

% of 
Net Revenue

 

    

Change

    

% Change

 

 

 

(in thousands, except percentages)

 

Engineering, research and development

 

$

461

 

8.8

%

 

$

335

 

5.4

%

 

$

126

 

37.6

%

Engineering and R&D expenses consist primarily of compensation expenses for employees engaged in research, design and development activities.  Our R&D team focuses both on internal design development, as well as design development aimed at addressing customer design challenges, in order to develop our HMI solutions.  

Our engineering and R&D costs increased as compared with the same period in the prior year primarily due to continued investments in our Singapore R&D center and an increase in our engineering and R&D staffing worldwide in order to enhance our technology and product offerings. We will continue to substantially grow the global R&D center in Singapore over the next three years, including expanding our R&D team, expanding the size of the facility, and investing in additional tools and equipment. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

    

Amount

    

% of 
Net Revenue

 

    

Amount

    

% of 
Net Revenue

 

    

Change

    

% Change

 

 

 

(in thousands, except percentages)

 

Selling, general and administrative

 

$

1,849

 

35.1

%

 

$

2,092

 

34.1

%

 

$

(243)

 

(11.6)

%

Selling, general and administrative expenses consist primarily of compensation expenses, legal and other professional fees, facilities expenses and communication expenses.  SG&A expenses decreased slightly as compared with the same period in the prior year driven by internal efficiencies gained during a period of lower revenue, and reduced reliance of third party consultants and professional service providers.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

    

Amount

    

% of 
Pre-tax Income

 

    

Amount

    

% of 
Pre-tax Income

 

    

Change

    

% Change

 

 

 

(in thousands, except percentages)

 

Income tax expense

 

$

188

 

28.3

%

 

$

474

 

34.2

%

 

$

(286)

 

N/A

%

��

Tax expense reflects statutory tax rates in the jurisdictions that we operate adjusted for normal book/tax differences. Tax expense for the three months ended June 30, 2018 was lower primarily as a result of the enactment of the 2017 Tax Cut and Jobs Act (TCJA), which was signed into law on December 22, 2017. The TCJA significantly reforms the Internal Revenue Code of 1986 (as amended) and includes, among other things, changes to U.S. Federal tax rates, significant additional limitations on the deductibility of interest, immediate expensing of certain capital expenditures, migration from a “worldwide” system of taxation to a territorial system and the modification or repeal of many business deductions and credits.

Our effective tax rate is directly affected by the relative proportions of revenue and income before taxes in the jurisdictions in which we operate. Based on the expected mix of domestic and foreign earnings, we anticipate our effective tax rate to remain lower than prior periods primarily due to a significant portion of our earnings originating in lower rate foreign jurisdictions, and the reduction of the U.S. federal tax rates under the TCJA. Discrete tax events may cause our effective rate to fluctuate on a quarterly basis. Certain events, including, for example, acquisitions and other business changes, which are difficult to predict, may also cause our effective tax rate to fluctuate. We are subject to changing tax laws, regulations, and interpretations in multiple jurisdictions. Continued corporate tax reform continues to

26


be a priority in the U.S. and other jurisdictions. Additional changes to the tax system in the U.S. could have significant effects, positive and negative, on our effective tax rate, and on our deferred tax assets and liabilities.

Liquidity and Capital Resources

 

Cash requirements for working capital and capital expenditures have been funded from cash balances on hand and cash generated from operations. As of June 30, 2018,March 31, 2021, we had cash and cash equivalents of $6.0$6.1 million, working capital of $7.6$7.5 million and no indebtedness. Cash and cash equivalents consist of cash and money market funds. We did not have any short-term or long-term investments as of June 30, 2018.March 31, 2021. Of the $6.0$6.1 million of cash balances on hand, $2.3$1.7 million was held by foreign subsidiaries. If these funds are needed for our operations in the U.S., we have several methods to repatriate without significant tax effects, including repayment of intercompany loans or distributions of previously taxed income. Other distributions may require us to incur U.S. or foreign taxes to repatriate these funds. However, our intent is to permanently reinvest these funds outside the U.S. and our current plans do not demonstrate a need to repatriate cash to fund our U.S. operations.

 

During the second quarter of 2020, the Company received a loan from Silicon Valley Bank in the aggregate principal amount of $186 thousand pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The loan was evidenced by a promissory note, dated April 21, 2020, issued by us to the lender, which was scheduled to mature on April 20, 2022, and bore interest at a rate of 1.00% per annum. Proceeds from the loan were used to fund designated expenses, including certain payroll costs, group health care benefits and other permitted expenses, in accordance with the PPP. Under the terms of the PPP, up to the entire amount of principal and accrued interest was eligible to be forgiven to the extent loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP. The full amount of the loan principal and interest was forgiven in February 2021.

We believe that our existing cash and cash equivalents balance will be sufficient to maintain our current operations considering our current financial condition, obligations, and other expected cash flows for at least the next twelve months following the date these condensed consolidated financial statements were available for issuance.  We are proactively pursuing acquisition opportunities.  It is possibleflows. If our cash requirements for one or more acquisition opportunities could exceed our cash balance at the time of closing.circumstances change, however, we may require additional cash. If we require additional cash, we may attempt to raise additional capital through equity, equity-linked or debt financing arrangements. If we raise additional funds by issuing equity or equity-linked securities, the ownership of our existing stockholders will be diluted. If we raise additional financing by the incurrence of indebtedness, we willcould be subject to fixed payment obligations and could also be subject to restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business. If we are unable to raise additional needed funds, we may also take measures to reduce expenses to offset any shortfall.

 


We have a Form S-3 universal shelf registration statement on file with the SEC. The universal shelf registration statement on Form S-3 permits us to sell, in one or more public offerings, shares of our common stock, shares of preferred stock or debt securities, or any combination of such securities and warrants to purchase securities, for proceeds in an aggregate amount of up to $35.0 million, subject to limitations on the amount of securities we may sell in any twelve-month period. As of June 30, 2018, we have not issued any securities pursuant to the Form S-3.  The Form S-3 will expire in November 2020.

There can be no assurances that we will be able to raise additional needed capital on acceptable terms or at all, and the failure to do so could adversely affect our ability to achieve our business objectives.  In addition, if our future operating performance is below our expectations, our liquidity and ability to operate our business could be adversely affected.

Cash Flow Analysis

 

Our cash flows from operating, investing and financing activities are summarized as follows:

 

 

 

 

 

 

 

 

 Three Months Ended
March 31,
 

 

Six months ended June 30, 

 

 2021 2020 

    

2018

    

2017

 

     

 

(in thousands)

 

 (in thousands) 

Net cash provided by operating activities

 

$

1,190

 

$

949

 

Net cash provided by (used in) operating activities $(1) $263 

Net cash used in investing activities

 

$

(2,997)

 

$

(60)

 

  (12)  (34)

Net cash provided by financing activities

 

$

 6

 

$

34

 

      

Net Cash Provided by Operating Activities

 

For the sixthree months ended June 30, 2018,March 31, 2021, the $1,190$1 thousand in netof cash provided byused in operating activities was primarily attributable to net incomeloss of $477$43 thousand, adjusted for non-cash charges of $124 thousand.  The net increase in$136 thousand, non-cash gain on forgiveness of PPP loan of $186 thousand, and cash due toprovided by changes in operating assets and liabilities of $589 thousand was primarily due to payments and shipments during the period.

27


$92 thousand.

 

For the sixthree months ended June 30, 2017,March 31, 2020, the $949$263 thousand in netof cash provided by operating activities was primarily attributable to net incomeloss of $913$18 thousand, adjusted for non-cash charges of $136 thousand.  The net decrease in$142 thousand, and cash due toprovided by changes in operating assets and liabilities of $100$139 thousand.

Accounts receivable decreased from $1,113 thousand wasat December 31, 2020 to $970 thousand at March 31, 2021 due to lower shipments during the first quarter of 2021 compared to the fourth quarter of 2020. Many of our customers pay promptly and accounts receivable is generally related to the most recent shipments. Inventories increased from $866 thousand at December 31, 2020 to $881 thousand at March 31, 2021. Inventory balances fluctuate depending on the timing of materials purchases and product shipments. Prepaid expenses and other current assets decreased from $392 thousand at December 31, 2020 to $337 thousand at March 31, 2021, and accounts payable and accrued liabilities increased from $578 thousand at December 31, 2020 to $581 thousand at March 31, 2021, primarily due to the timing of shipmentspayment for purchases of materials and payments during the period.other services provided.

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities was $2,997of $12 thousand for the sixthree months ended June 30, 2018, compared to $60March 31, 2021 consisted purchases of property, plant, and equipment. Net cash used in investing activities of $34 thousand for the sixthree months ended June 30, 2017.  The increase is  primarilyMarch 31, 2020 consisted of legal costs related to share repurchases of $2,764 thousand plus additional expenditures for leasehold improvementssecuring patents on new products and equipment for the expansion of our global R&D center in Singapore.processes developed thereunder.

 

Stock RepurchasesNet Cash Provided by Financing Activities

 

In December 2017, our Board of Directors authorized a new program forThere was no cash provided by or used in financing activities during the repurchase of up to $1 million of our outstanding common shares. This program authorization will expire in December 2018.  Pursuant to this program, on January 17, 2018, we repurchased 34,010 common shares at a purchase price of $4.75 per share from an unrelated shareholder in a private transaction.  The repurchased shares were immediately retiredthree months ended March 31, 2021 and restored to the status of authorized and unissued shares.

Separate from and in addition to the $1 million repurchase program, on June 22, 2018, we repurchased 867,681 shares of our common stock at a purchase price of $3.00 per share from an existing stockholder in a private transaction approved by our Board of Directors.  The repurchased shares were immediately retired and restored to the status of authorized and unissued shares.

At June 30, 2018, we had 6,478,797 shares of common stock issued and outstanding.2020.

 

Off-Balance Sheet Arrangements

 

At June 30, 2018 and December 31, 2017, we didWe do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.arrangements.

 

Contractual Obligations and Commercial Commitments

Indemnification Agreements

In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by us or from intellectual property infringement claims made by third parties.  In addition, we have entered into indemnification agreements with directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees.  No demands have been made upon us to provide indemnification under such agreements and there are no claims that we are aware of that could have a material effect on our consolidated financial position and results of operations.

Operating Leases

We lease various office and manufacturing facilities, including our corporate headquarters in Westlake Village, California, under operating lease agreements that expire through 2021. The terms of the lease agreements provide for rental payments on a graduated basis. We recognize rent expense on a straight-line basis over the lease periods.

28


As of June 30, 2018, our principal commitments consisted of obligations under the operating leases for our office and manufacturing facilities. The following table summarizes our future minimum payments under these arrangements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2018

    

2019

    

2020

    

2021

    

Thereafter

    

Total

 

 

 

 

(in thousands)

 

Operating Leases

 

$

167

 

$

293

 

$

162

 

$

68

 

$

0

 

$

690

 

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Item 3.Quantitative and Qualitative Disclosures About Market Risk

 

Not Applicable.

Item 4.Controls and Procedures

Item 4.Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The phrase “disclosure controls and procedures” refers to controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission, or SEC. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer, or CEO, and chief financial officer, or CFO, as appropriate to allow timely decision regarding required disclosure.


Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of June 30, 2018,March 31, 2021, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO had concluded that as of June 30, 2018,March 31, 2021, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Controls over Financial Reporting

 

There was no change in our internal control over financial reporting during the period ended June 30, 2018March 31, 2021 that materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

29


 

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.


PART II: OTHER INFORMATION

Item 1A.Risk Factors

Item 1A.Risk Factors

 

This Quarterly Report on Form 10-Q contains forward-looking statements, which are subject to a variety of risks and uncertainties. Other actual results could differ materially from those anticipated in those forward-looking statements as a result of various factors, including those set forth in the risk factors relating to our business and common stock contained in Item 1A of our Annual Report on Form 10-K forfiled with the year ended December 31, 2017.SEC on March 17, 2021. There have been no material changes to such risk factors during the three months ended June 30, 2018.March 31, 2021.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

In December 2017, our Board of Directors authorized a new program for the repurchase of up to $1 million of our outstanding common shares. This program authorization will expire in December 2018.  On January 17, 2018, we repurchased 34,010 shares of our common stock at a price of $4.75 per share from an unrelated shareholder in a private transaction, for an aggregate purchase price of $161,548.

Separate from and in addition to the $1 million repurchase program, on June 22, 2018, we repurchased 867,681 shares of our common stock at a purchase price of $3.00 per share from  an existing stockholder in a private transaction approved by our Board of Directors, for an aggregate purchase price of $2,603,043.

30


Item 6.Exhibits

Exhibit   Incorporated by Reference Filed
Number Exhibit Description Form File Number Exhibit Filing Date Herewith
3.1 Articles of Incorporation of the Registrant 10 000-21858 3.1 February 17, 2016  
3.2 Bylaws of the Registrant 10 000-21858 3.2 February 17, 2016  
3.3 Amendment to Bylaws of the Registrant 10 000-21858 3.3 February 17, 2016  
31.1 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002         X
31.2 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002         X
32.1* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002         X
101.INS XBRL Instance Document         X
101.SCH XBRL Taxonomy Extension Schema Document         X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document         X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document         X
101.LAB XBRL Taxonomy Extension Label Linkbase Document         X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document         X

Item 6.Exhibits

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit

 

 

 

Incorporated by Reference

 

Filed

Number

 

Exhibit Description

  

Form

    

File Number

    

Exhibit

    

Filing Date

    

Herewith

 

 

 

 

 

 

 

 

 

 

 

 

 

3.1

 

Articles of Incorporation of the Registrant

 

10

 

000-21858

 

3.1

 

February 17, 2016

 

 

3.2

 

Bylaws of the Registrant

 

10

 

000-21858

 

3.2

 

February 17, 2016

 

 

10.1

 

Securities Purchase Agreement, dated June 22, 2018, between the Registrant and Leonard Hagan

 

8-K

 

001-37659

 

10.1

 

June 22, 2018

 

 

31.1

 

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

 

X

31.2

 

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

 

X

32.1*

 

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

 

X

101.INS

 

XBRL Instance Document

 

 

 

 

 

 

 

 

 

X

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

 

 

 

 

 

 

X

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

 

 

 

 

X

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

 

 

 

X

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

 

 

 

 

X

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

 

 

X


*The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Interlink Electronics, Inc. under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

*The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Interlink Electronics, Inc. under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

25

31


 

SIGNATURESSIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: August 9, 2018

May 6, 2021

Interlink Electronics, Inc.

(Registrant)

By:

/s/ David S.  Burnett

Ryan J. Hoffman

David S. Burnett

Ryan J. Hoffman

Chief Financial Officer

(Principal Financial and Accounting Officer)

 


32