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EXCEL - IDEA: XBRL DOCUMENT - SIERRA MONITOR CORP /CA/Financial_Report.xls
EX-32.2 - EXHIBIT 32.2 - SIERRA MONITOR CORP /CA/v409677_ex32-2.htm
EX-31.2 - EXHIBIT 31.2 - SIERRA MONITOR CORP /CA/v409677_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - SIERRA MONITOR CORP /CA/v409677_ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - SIERRA MONITOR CORP /CA/v409677_ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10 - Q

 

(Mark One)

 

xQuarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

For the quarterly period ended March 31, 2015

 

or

 

¨Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

For the transition period from _____to _____

 

Commission file number 000-07441

 

SIERRA MONITOR CORPORATION

 

(Exact name of registrant as specified in its charter)

 

California  95-2481914
    
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)

 

1991 Tarob Court

Milpitas, California 95035

 

(Address and zip code of principal executive offices)

 

(408) 262-6611

 

(Registrant's telephone number, including area code)

 

 

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 (§232.405 of this chapter) 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 or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ¨  Accelerated filer  ¨
          
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)  Smaller reporting company  x

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

 

The number of shares outstanding of the issuer's common stock, as of May 13, 2015, was 10,128,311.

 

 
 

 

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SIERRA MONITOR CORPORATION

 

Condensed Balance Sheets

 

Assets  March 31, 2015
(unaudited)
   December 31, 2014 
Current assets:          
Cash  $4,049,696   $3,339,952 
Trade receivables, less allowance for doubtful accounts          
of approximately $79,000 and $72,000 at March 31, 2015 and December 31, 2014 respectively   2,449,038    2,571,994 
Inventories, net   2,693,392    2,896,614 
Prepaid expenses   278,358    317,269 
Income tax deposit   180,306    180,306 
Deferred income taxes - current   207,231    207,231 
Total current assets   9,858,021    9,513,366 
           
Property and equipment, net   334,964    277,088 
Other assets   429,537    342,546 
Total assets  $10,622,522   $10,133,000 
Liabilities and Shareholders' Equity          
Current liabilities:          
Accounts payable  $903,432   $814,090 
Accrued compensation expenses   455,853    471,014 
Income taxes payable   200,295    - 
Other current liabilities   82,605    74,353 
Total current liabilities   1,642,185    1,359,457 
           
Deferred tax liability   138,125    138,125 
Total liabilities   1,780,310    1,497,582 
           
Commitments and contingencies
Shareholders' equity:
          

Common stock, $0.001 par value; 20,000,000 shares authorized;
10,128,311 shares issued and outstanding, at March 31, 2015
and December 31, 2014.

   10,128    10,128 
Additional paid-in capital   3,493,761    3,399,179 
Retained earnings   5,338,323    5,226,111 
Total shareholders' equity   8,842,212    8,635,418 
Total liabilities and shareholders’ equity  $10,622,522   $10,133,000 

 

See accompanying notes to the unaudited interim condensed financial statements.

 

Page 2 of 15
 

 

SIERRA MONITOR CORPORATION

 

Condensed Statements of Operations

 

(Unaudited)

 

   Three months ended 
   March 31, 
   2015   2014 
Net sales  $4,927,787   $4,101,258 
Cost of goods sold   1,981,927    1,627,104 
Gross profit   2,945,860    2,474,154 
Operating expenses          
Research and development   566,081    559,604 
Selling and marketing   1,184,678    1,244,566 
General and administrative   776,254    658,855 
    2,527,013    2,463,025 
Income from operations   418,847    11,129 
Interest income   32    38 
Income before income taxes   418,879    11,167 
Income tax provision   205,384    4,466 
Net  income  $213,495   $6,701 
Net income available to common shareholders
per common share:
          
Basic  $0.02   $0.00 
Diluted  $0.02   $0.00 
Weighted average number of common shares used in
per share computations:
          
Basic   10,128,311    10,107,644 
Diluted   10,143,097    10,198,450 

 

See accompanying notes to the unaudited interim condensed financial statements.

 

Page 3 of 15
 

 

SIERRA MONITOR CORPORATION

 

Condensed Statements of Cash Flows

 

(Unaudited)

 

   Three months ended 
   March 31, 
   2015   2014 
Cash flows from operating activities:        
Net income  $213,495   $6,701 
Adjustments to reconcile net income to net cash  provided by operating activities:          
Depreciation and amortization   108,584    76,749 
Provision for doubtful accounts   6,308    (3,607)
Provision for inventory losses   11,165    1,527 
Stock-based compensation expense   94,582    67,510 
Change in operating assets and liabilities:          
Trade receivables   116,648    194,068 
Inventories   192,057    (91,150)
Prepaid expenses   38,911    (120,785)
Income tax deposit   -    (9,800)
Accounts payable   89,342    93,253 
Accrued compensation expenses   (15,161)   84,443 
Income taxes payable   200,295    3,250 
Other current liabilities   8,252    10,766 
Net cash provided by operating activities   1,064,478    312,925 
Cash flows from investing activities:          
Purchases of property and equipment   (123,732)   (39,580)
Other long term assets   (96,247)   (36,823)
Other assets   (33,472)   - 
Net cash used in investing activities   (253,451)   (76,403)
Cash flows from financing activities:          
Dividend payout   (101,283)   (101,043)
Proceeds from exercise of stock options   -    11,000 
Net cash used in financing activities  $(101,283)  $(90,043)
Net increase in cash and cash equivalents:   709,744    146,479 
Cash and cash equivalents at beginning of period:  $3,339,952   $3,421,679 
Cash and cash equivalents at end of period:  $4,049,696   $3,568,158 

 

See accompanying notes to the unaudited interim condensed financial statements.

 

Page 4 of 15
 

 

SIERRA MONITOR CORPORATION

Notes to the Interim Condensed Financial Statements

(Unaudited)

March 31, 2015

Basis of Presentation

 

The accompanying unaudited interim condensed financial statements have been prepared by Sierra Monitor Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. Amounts related to disclosure of December 31, 2014 balances within these interim condensed financial statements were derived from the audited 2014 financial statements and notes thereto. These financial statements and the notes hereto should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on March 30, 2015. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows of the Company for the interim period have been included. The results of operations for the interim period are not necessarily indicative of the results for any subsequent interim period or for the full year.

 

Summary of Business

 

Sierra Monitor Corporation addresses the industrial and commercial facilities management market with Internet of Things (IoT) solutions that connect and protect high-value infrastructure assets. 

 

The company’s FieldServer brand of protocol gateways is used by system integrators and OEMs to enable local and remote monitoring and control of assets and facilities.   With more than 100,000 products, supporting over 140 protocols such as BACnet, LonWorks, MODBUS, and XML, installed in commercial and industrial facilities, FieldServer is the industry’s leading multi-protocol gateway. The FieldServer multi-protocol gateway uses specialized embedded software on proprietary hardware platforms. Embedded software enables data transfer between various devices and sub-systems within a facility by bridging between different protocols and physical media, and additionally enables the devices and sub-systems in the facility to connect to the cloud over Internet Protocol (IP) networks.  Offering the embedded software on proprietary hardware platforms allows the Company to increase the value proposition while protecting its intellectual property. The FieldServer gateway is also available to OEMs as modules for installation in customer devices and controllers.

 

Sierra Monitor’s Sentry IT fire and gas detection solutions are used by industrial and commercial facilities managers to protect their personnel and assets. The solution consists of proprietary system hardware that runs embedded controller and gateway software, detector modules that sense the presence of various toxic and combustible gases and flames, connectivity between the modules and the controller, and a user interface and applications that a facility manager can interact with, either locally on site, or remotely over the Internet. The complex software embedded in the various products facilitates system-wide functions such as calibration, alarm detection, notification, and mitigation. With more than 100,000 detector modules sold, the Company’s fire and gas detection solutions are deployed in a various facilities such as oil, gas and chemical processing plants, wastewater treatment facilities, alternate fuel vehicle maintenance garages, and other sites where hazardous gases are used or produced.  The Company’s solutions are also sold to telecommunication companies and their suppliers to manage environmental conditions in small structures such as local DSL distribution nodes and buildings at cell tower sites. 

 

The Company was formed in 1978 and its common stock is quoted on the OTC Bulletin Board under the symbol “SRMC”.

 

Page 5 of 15
 

 

Accounting Policies

 

a)Revenue Recognition

 

A detailed discussion of our revenue recognition policies is contained in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) under Critical Accounting Policies below. The discussion is incorporated herein by reference.

 

b)Recent Accounting Pronouncements

 

Recent accounting pronouncements discussed in the notes to the December 31, 2014 audited financial statements, filed previously with the SEC in our Annual Report on Form 10-K on March 30, 2015, that are required to be adopted during the year ended December 31, 2014, did not have or are not expected to have a significant impact on the Company’s 2015 financial statements.

 

c)Employee Stock-Based Compensation

 

On March 31, 2015, a total of 2,184,320 shares of common stock were available for issuance under the 2006 Stock Plan. Options are granted under our 2006 Stock Plan at the fair market value of our common stock at the grant date, typically vest ratably over 4 years, and expire 10 years from the grant date.

 

All share-based payments to employees (incentive stock options) are recognized in the financial statements based on their fair values at the date of grant. The calculated fair value is recognized as expense (net of any capitalization) over the requisite service period, net of estimated forfeitures, using the straight-line method. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class and historical experience. The modified prospective method of application requires compensation expense to be recognized in the financial statements for all unvested stock options beginning in the quarter of award. The cost is based on the grant date fair value of the stock option. Compensation expense recognized in future periods for share-based compensation will be adjusted for the effects of estimated forfeitures.

 

For the three-month periods ended March 31, 2015 and 2014, general and administrative expenses included stock based compensation expense of $94,582 and $67,510, respectively, decreasing the Company's income before income taxes and net income resulting from the recognition of compensation expense associated with employee stock options. There was no material impact on the Company's basic and diluted net income per share as a result of recognizing the employee stock-based compensation expense. The Company did not modify the terms of any previously granted stock options during the three-month periods ended March 31, 2015 and 2014.

 

d)Subsequent Events

 

Management has evaluated events subsequent to March 31, 2015 through the date that the accompanying condensed financial statements were filed with the Securities and Exchange Commission for transactions and other events which may require adjustment of and/or disclosure in such financial statements.

 

Inventories

 

A summary of inventories are as follows:

 

   March 31, 2015
(unaudited)
   December 31, 2014 
Raw materials  $1,352,614   $1,370,867 
Work-in-process   846,553    754,942 
Material at vendor   299,856    490,907 
Finished goods   346,941    421,306 
Less: Allowance for obsolescence reserve   (152,572)   (141,408)
   $2,693,392   $2,896,614 

 

Page 6 of 15
 

 

Net Income Per Share

 

Basic income per share (“EPS”) is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common and dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of common stock issuable upon exercise of stock options using the treasury stock method. No adjustments to earnings were made for purposes of per share calculations.

 

At March 31, 2015 and 2014, outstanding options to acquire 1,678,500 and 12,000 shares of common stock, respectively, were not considered potentially dilutive common shares due to the exercise price of such options being higher than the stock price used in the EPS calculation.

 

The following is a reconciliation of the shares used in the computation of basic and diluted EPS for the periods ended March 31, 2015 and 2014, respectively:

 

   Three months ended 
   March 31, 2015   March 31, 2014 
   (unaudited)   (unaudited) 
Basic EPS – weighted-average number of common shares outstanding   10,128,311    10,107,644 
Effect of dilutive potential common shares – stock options outstanding   14,786    90,806 
Diluted EPS – weighted-average number of common shares and potential common shares outstanding   10,143,097    10,198,450 

 

Concentrations

 

No customer made up more than 10% of accounts receivable at March 31, 2015 and at March 31, 2014. No customer made up more than 10% of net sales for the three-month periods ended March 31, 2015 and March 31, 2014.

 

The Company currently maintains substantially all of its day to day operating cash with a major financial institution. At times, cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Cash balances of $3,550,000 and $2,840,000 were in excess of such insured amounts at March 31, 2015 and December 31, 2014, respectively.

 

Segment Information

 

The Company operates in a single business segment, industrial instrumentation. The Company’s chief operating decision maker, the Chief Executive Officer (“CEO”), evaluates the performance of the Company and makes operating decisions based on financial data consistent with the presentation in the accompanying condensed financial statements.

 

In addition, the CEO reviewed the following information on revenues by product category for the following periods:

 

   Three months ended 
  

March 31, 2015
(unaudited)

  

March 31, 2014
(unaudited)

 
Instrumentation  $2,332,762   $2,035,755 
FieldServers   2,595,025    2,065,503 
   $4,927,787   $4,101,258 

 

Page 7 of 15
 

 

Line of Credit

 

The Company maintains a line of credit with its commercial bank in the maximum amount of $2,000,000. No borrowings have been made under the Company’s line of credit during the first three months of fiscal year 2015 and there were no outstanding balances at March 31, 2015 and December 31, 2014. As of March 31, 2015, the Company was in compliance with the financial covenants of the line of credit.

 

Stock Option Grants

 

A total of 100,000 stock options were granted during the three-month period ended March 31, 2015 and no stock options were granted during the three-month period ended March 31, 2014.

 

Stock Option Exercises and Expirations

 

No stock options were exercised and 18,000 options expired during the three-month period ended March 31, 2015. A total of 10,000 stock options were exercised and no options expired during the three-month period ended March 31, 2014.

 

Commitments and Contingencies

 

From time to time, the Company is subject to legal proceedings and claims that arise in the normal course of business. While the outcome of these proceedings and claims cannot be predicted, we currently are not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, is expected to have a material adverse effect on the Company’s financial position or results of operations.

 

Page 8 of 15
 

 

 

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This 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. Statements that are not statements of historical fact may be deemed to be forward-looking statements. The words “believe,” “expect,” “intend,” “plan,” “project,” “will,” and similar words and phrases as they relate to us also identify forward-looking statements. Such forward-looking statements include any expectations of operating and non-operating expense, including research and development expense, sufficiency of resources, including cash and accounts receivable, estimates of allowances for doubtful accounts, credit lines or other financial items; any statements concerning future sales and demand for our products; any statements of the plans, strategies and objectives of management for future operations and identified opportunities; any statements concerning proposed new products, services, developments and related research and development activities; any statements related to the Company’s positioning to support current and near term levels of business; any statements of belief; and any statement of assumptions underlying any of the foregoing. Such statements reflect our current views and assumptions and are not guarantees of future performance. These statements are subject to various risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, without limitation, those issues described under the heading “Critical Accounting Policies,” and those risk factors identified in Item1A, Risk Factors, of our Annual Report on Form 10-K for our fiscal year ended December 31, 2014, as such section may be updated in our subsequent Forms 10-K, 10-Q and 8-K filed with, or furnished to, the SEC. We urge you to review and consider the various disclosures made by us from time to time in our filings with the SEC that attempt to advise you of the risks and factors that may affect our future results. We expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any changes in expectations, or any change in events or circumstances on which those statements are based, unless otherwise required by law.

 

Results of Operations

 

For the three months ended March 31, 2015, Sierra Monitor Corporation (“we” or the “Company”) reported net sales of $4,927,787 compared to $4,101,258 for the three months ended March 31, 2014. The results for the first quarter of fiscal 2015 represent a 20% increase from the same period in the prior year.

 

Sales of gas detection products, including industrial accounts, military sales and environment controllers for telephone company applications increased by approximately 15% in the first quarter of 2015 compared to the same period in 2014. Sales to industrial accounts were 41% higher, military sales were 43% lower, and sales of environmental controllers were 25% lower in the first quarter of 2015 compared to the same period in 2014. Our sales to the U.S. Navy are dependent upon military spending and we generally experience quarterly fluctuations in military sales consistent with the change in the first quarter of 2015 compared to the first quarter of 2014.

 

Sales of our FieldServer product line increased 26% in the first quarter of 2015 compared to the first quarter of 2014. FieldServer units include box products and original equipment manufacturer (“OEM”) modules. Box products provide a platform for delivery and operation of our software for building automation integration and are generally sold to integrators. OEM modules are sold to companies that integrate our products into their commercial offerings. Box product sales decreased approximately 43% in the three-month period ended March 31, 2015 on a year-over-year basis. OEM module sales increased approximately 97% in the first quarter of 2015 compared to the first quarter of 2014 as we increase our OEM customer base. Many OEM modules are utilized in equipment, such as roof top air conditioners or standby power generators that are installed outdoors.

 

Gross profit for the three-month period ended March 31, 2015 was $2,945,860, or 60% of net sales, compared to $2,474,154, or 60% of net sales, in the same period the previous year. Our gross margin in the first quarter of 2015 is consistent with our historical trend.

 

Page 9 of 15
 

 

Expenses for research and development, which include new product development and engineering to sustain existing products, were $566,081, or 12% of net sales, for the three-month period ended March 31, 2015, compared with $559,604, or 14% of net sales, in the comparable period in 2014. Our research and development expenses are sustained to allow for new product innovation.

 

Selling and marketing expenses, which consist primarily of salaries, commissions and promotional expenses, for the three-month period ended March 31, 2015 were $1,184,678, or 24% of net sales, compared to $1,244,566, or 30% of net sales, in the same period in the prior year. Selling and marketing expenses remained relatively flat compared to the first quarter of 2014 as we continue to invest in our sales team.

 

General and administrative expenses for the first quarter of 2015 were $776,254, or 16% of net sales, compared to $658,855, or 16% of net sales, in the same period in the prior year. Increases in wage and benefits as a result of a headcount increase contributed to the higher general and administrative expenses in first quarter of 2015 compared to the same period in 2014.

 

Income from operations for the three-month period ended March 31, 2015 was $418,847, or 8% of net sales, compared to $11,129, or 0% of net sales, in the same period in the prior year. The increased income is primarily the result of higher net sales. Net income for the three-month period ended March 31, 2015 was $213,495, or approximately 4% of net sales, compared to $6,701, or approximately 0% of net sales, for the same period in the prior year.

 

Liquidity and Capital Resources

 

During the three months ended March 31, 2015, net cash provided by operating activities was approximately $1,064,000 compared to approximately $313,000 provided by operating activities for the same period in 2014. Working capital was approximately $8,216,000 at March 31, 2015, an increase of approximately $62,000 from December 31, 2014. At March 31, 2015, our balance sheet reflected approximately $4,050,000 of cash and $2,449,000 of net trade receivables. At December 31, 2014, our total cash on hand was approximately $3,340,000 and our net trade receivables were approximately $2,572,000. The difference in the cash flow and balance sheet in first quarter of 2015 compared with the first quarter of 2014 was due to a number of influences including increased net income, decreased net receivables, decreased inventory, and increased taxes payable.

 

At March 31, 2015, we had no long term liabilities except for deferred tax liabilities.

 

The Company maintains a line of credit with its commercial bank in the maximum amount of $2,000,000. No borrowings have been made under the Company’s line of credit during the first three months of fiscal year 2015 and there were no outstanding balances at March 31, 2015 and December 31, 2014. As of March 31, 2015, the Company was in compliance with the financial covenants of the line of credit.

 

We believe that our present resources, including cash and accounts receivable, are sufficient to fund the Company’s anticipated level of operations through at least January 1, 2016. There are no current plans for significant capital equipment expenditures and no other known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the Company’s liquidity increasing or decreasing in any material way.

 

Critical Accounting Policies

 

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in the Company’s condensed financial statements and the accompanying notes. The amounts of assets and liabilities reported on our balance sheets and the amounts of revenues and expenses reported for each of our fiscal periods are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition, accounts receivable, doubtful accounts and inventories. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of the condensed financial statements:

 

Page 10 of 15
 

 

a)Revenue Recognition

 

The Company recognizes revenues when all of the following conditions exist: a) persuasive evidence of an arrangement exists in the form of an accepted purchase order; b) delivery has occurred, based on shipping terms, or services have been rendered; c) the Company’s price to the buyer is fixed or determinable, as documented on the accepted purchase order; and d) collectability is reasonably assured. By product and service type, revenues are recognized when the following specific conditions are met:

 

Gas Detection and Environment Control Products

 

Gas detection and environment control products are sold as off-the-shelf products with prices fixed at the time of order. Orders delivered to the Company by phone, fax, mail or email are considered valid purchase orders and once accepted by the Company are deemed to be the final understanding between us and our customer as to the specific nature and terms of the agreed-upon sale transaction. Products are shipped and are considered delivered when (a) for FOB factory orders they leave our shipping dock or (b) for FOB customer dock orders upon confirmation of delivery.  The creditworthiness of customers is generally assessed prior to the Company accepting a customer’s first order. Additionally, international customers and customers who have developed a history of payment problems are generally required to prepay or pay through a letter-of-credit.

 

Gas Detection and Environment Control Services

 

Gas detection and environment control services consist of field service orders (technical support) and training, which are provided separate from product orders. Orders are accepted in the same forms as discussed for Gas Detection and Environment Control Products above with hourly prices fixed at the time of order. Revenue recognition occurs only when the service activity is completed. Such services are provided to current and prior customers, and, as noted above, creditworthiness has generally already been assessed. In cases where the probability of receiving payment is low, a credit card number is collected for immediate processing.

 

FieldServer Products

 

FieldServer products are sold in the same manner as Gas Detection and Environment Control Products (as discussed above) except that the products contain embedded software, which is integral to the operation of the device.  The software embedded in FieldServer products includes two items:  (a) a compiled program containing (i) the basic operating system for FieldServer products, which is common to every unit, and (ii) the correct set of protocol drivers based on the customer order (see FieldServer Services below for more information); and (b) a configuration file that identifies and links each data point as identified by the customer. The Company does not deem the hardware, operating systems with protocol drivers and configuration files to be separate units of accounting because the Company does not believe that they have value on a stand-alone basis. The hardware is useless without the software, and the software is only intended to be used in FieldServer hardware. Additionally, the software included in each sale is deemed not to require significant production, modification or customization, and therefore the Company recognizes revenues upon the shipment or delivery of products (depending on shipping terms), as described in Gas Detection and Environment Control Products above.

 

Page 11 of 15
 

 

FieldServer Services

 

FieldServer services consist of orders for custom development of protocol drivers.  Generally customers place orders for FieldServer products concurrently with their order for protocol drivers. However, if custom development of the protocol driver is required, the product order is not processed until development of the protocol driver is complete. Orders are received in the same manner as described in FieldServer Products above, but due to the non-recurring engineering aspect of the customized driver development the Company is more likely to have a written evidence trail of a quotation and a hard copy order.  The driver development involves further research after receipt of order, preparation of a scope document to be approved by the customer and then engineering time to write, test and release the driver program.  When development of the driver is complete the customer is notified and can proceed with a FieldServer product (see FieldServer Products above).  Revenues for driver development are billed and recognized upon shipment or delivery of the related product that includes the developed protocol drivers (as noted in FieldServer Products above). Collectability is reasonably assured as described in FieldServer Products above.

 

Discounts and Allowances

 

Discounts are applied at time of order entry and sales are processed at net pricing. No allowances are offered to customers.

 

b)Accounts Receivable and Related Allowances

 

Our domestic sales are generally made on an open account basis unless specific experience or knowledge of the customer’s potential inability or unwillingness to meet the payment terms dictate secured payments. Our international sales are generally made based on secure payments, including cash wire advance payments and letters of credit. International sales are made on open account terms where sufficient historical experience justifies the credit risks involved. In many of our larger sales, the customers are frequently construction contractors who are in need of our field services to complete their work and obtain payment. Management’s ability to manage the credit terms and take advantage of the leverage provided by the clients’ need for our services is critical to the effective application of credit terms and minimization of accounts receivable losses.

 

We maintain an allowance for doubtful accounts which is analyzed on a periodic basis to determine adequacy. We believe that we have demonstrated the ability to make reasonable and reliable estimates of allowances for doubtful accounts based on significant historical experience.

 

c)Inventories

 

Inventories are stated at the lower of cost or estimated market, cost being determined on the first-in, first-out method. The Company uses an Enterprise Requirements Planning (“ERP”) software system which provides data upon which management relies to determine inventory trends and identify excesses. The carrying value of inventory is reduced to market for slow moving and obsolete items based on historical experience and current product demand. We evaluate the carrying value of inventory quarterly. The adequacy of these carrying amounts is dependent upon management’s ability to forecast demands accurately, manage product changes efficiently, and interpret the data provided by the ERP system.

 

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ITEM 4: CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures. As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of Varun Nagaraj, our principal executive officer, and Tamara S. Allen, our principal financial officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e), which includes inquiries made to certain other employees. Based upon that evaluation, Mr. Nagaraj and Ms. Allen concluded that, as of March 31, 2015, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) were effective.

 

Changes in internal control over financial reporting. There have been no significant changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II: OTHER INFORMATION

ITEM 6. EXHIBITS

 

Exhibit
Number
Description

3.1(1)Articles of Incorporation of the Registrant.
3.2(2)Bylaws of the Registrant.
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document.
101.SCHXBRL Taxonomy Extension Schema.
101.CALXBRL Taxonomy Extension Calculation Linkbase.
101.DEFXBRL Taxonomy Extension Definition Linkbase.
101.LABXBRL Taxonomy Extension Label Linkbase.
101.PREXBRL Taxonomy Extension Presentation Linkbase.

 

(1)Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 1989.
(2)Incorporated by reference to our Quarterly Report on Form 10-QSB (File No. 000-07441) for the fiscal quarter ended June 30, 1998, filed with the SEC on August 14, 1998.

 

SIGNATURES

 

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.

 

         SIERRA MONITOR CORPORATION
         Registrant
         
Date:  May 14, 2015 By:  /s/ Varun Nagaraj
        Varun Nagaraj
        President
        Chief Executive Officer
         
Date:  May 14, 2015 By:  /s/ Tamara S. Allen
        Tamara S. Allen
    Chief Financial Officer

 

Page 14 of 15
 

 

Index to Exhibits

 

Exhibit
Number
Description
3.1(1)Articles of Incorporation of the Registrant.
3.2(2)Bylaws of the Registrant.
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document.
101.SCHXBRL Taxonomy Extension Schema.
101.CALXBRL Taxonomy Extension Calculation Linkbase.
101.DEFXBRL Taxonomy Extension Definition Linkbase.
101.LABXBRL Taxonomy Extension Label Linkbase.
101.PREXBRL Taxonomy Extension Presentation Linkbase.

 

(1)Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 1989.
(2)Incorporated by reference to our Quarterly Report on Form 10-QSB (File No. 000-07441) for the fiscal quarter ended June 30, 1998, filed with the SEC on August 14, 1998.

 

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