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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 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: 000-27687

 

BSQUARE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Washington

 

91-1650880

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

110 110th Avenue NE, Suite 300,

Bellevue WA

 

98004

(Address of principal executive offices)

 

(Zip Code)

(425) 519-5900

(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.

 

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 of common stock outstanding as of July 31, 2015: 11,937,482

 

 

 

 

 


BSQUARE CORPORATION

FORM 10-Q

For the Quarterly Period Ended June 30, 2015

TABLE OF CONTENTS

 

 

 

 

 

Page

 

 

PART I. FINANCIAL INFORMATION

 

 

Item 1

 

Financial Statements

 

3

Item 2

 

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

 

14

Item 3

 

Quantitative and Qualitative Disclosures About Market Risk

 

19

Item 4

 

Controls and Procedures

 

19

 

 

PART II. OTHER INFORMATION

 

 

Item 1A

 

Risk Factors

 

20

Item 5

 

Other Information

 

20

Item 6

 

Exhibits

 

20

 

 

Signatures

 

20

 

 

Index to Exhibits

 

21

 

 

 

2


PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements

BSQUARE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

 

 

June 30,

2015

 

 

December 31,

2014

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

11,966

 

 

$

13,127

 

Short-term investments

 

17,464

 

 

 

13,263

 

Accounts receivable, net of allowance for doubtful

   accounts of $36 at June 30, 2015

   and $125 at December 31, 2014

 

15,418

 

 

 

13,626

 

Deferred tax assets

 

11

 

 

 

10

 

Prepaid expenses and other current assets

 

698

 

 

 

717

 

Total current assets

 

45,557

 

 

 

40,743

 

Equipment, furniture and leasehold improvements, net

 

1,159

 

 

 

1,336

 

Restricted cash

 

250

 

 

 

250

 

Deferred income taxes

 

393

 

 

 

391

 

Intangible assets, net

 

661

 

 

 

729

 

Goodwill

 

3,738

 

 

 

3,738

 

Other non-current assets

 

55

 

 

 

54

 

Total assets

$

51,813

 

 

$

47,241

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Third-party software fees payable

$

12,361

 

 

$

12,247

 

Accounts payable

 

191

 

 

 

165

 

Accrued compensation

 

2,173

 

 

 

2,106

 

Other accrued expenses

 

1,501

 

 

 

1,539

 

Deferred rent, current portion

 

287

 

 

 

275

 

Deferred revenue

 

634

 

 

 

712

 

Total current liabilities

 

17,147

 

 

 

17,044

 

Deferred tax liability

 

145

 

 

 

144

 

Deferred rent

 

1,332

 

 

 

1,476

 

Shareholders’ equity:

 

 

 

 

 

 

 

Preferred stock, no par value: 10,000,000 shares

   authorized; no shares issued and outstanding

 

 

 

 

 

Common stock, no par value: 37,500,000 shares

   authorized; 11,930,441 shares issued and

   outstanding at June 30, 2015 and 11,767,577

   shares issued and outstanding at December 31,

   2014

 

131,962

 

 

 

131,071

 

Accumulated other comprehensive loss

 

(833

)

 

 

(846

)

Accumulated deficit

 

(97,940

)

 

 

(101,648

)

Total shareholders’ equity

 

33,189

 

 

 

28,577

 

Total liabilities and shareholders’ equity

$

51,813

 

 

$

47,241

 

 

 

 

 

See notes to condensed consolidated financial statements.

 

 

 

3


BSQUARE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except per share amounts) (Unaudited)

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

$

23,676

 

 

$

17,413

 

 

$

45,464

 

 

$

35,863

 

Service

 

5,197

 

 

 

5,642

 

 

 

9,674

 

 

 

9,923

 

Total revenue

 

28,873

 

 

 

23,055

 

 

 

55,138

 

 

 

45,786

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

19,956

 

 

 

14,874

 

 

 

37,034

 

 

 

30,429

 

Service

 

3,685

 

 

 

3,916

 

 

 

7,423

 

 

 

7,557

 

Total cost of revenue

 

23,641

 

 

 

18,790

 

 

 

44,457

 

 

 

37,986

 

Gross profit

 

5,232

 

 

 

4,265

 

 

 

10,681

 

 

 

7,800

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

2,939

 

 

 

3,172

 

 

 

5,946

 

 

 

6,472

 

Research and development

 

422

 

 

 

423

 

 

 

988

 

 

 

855

 

Total operating expenses

 

3,361

 

 

 

3,595

 

 

 

6,934

 

 

 

7,327

 

Income from operations

 

1,871

 

 

 

670

 

 

 

3,747

 

 

 

473

 

Other income (expense), net

 

68

 

 

 

(11

)

 

 

92

 

 

 

(102

)

Income before income taxes

 

1,939

 

 

 

659

 

 

 

3,839

 

 

 

371

 

Income tax expense

 

(54

)

 

 

(8

)

 

 

(131

)

 

 

(113

)

Net income

$

1,885

 

 

$

651

 

 

$

3,708

 

 

$

258

 

Basic income per share

$

0.16

 

 

$

0.06

 

 

$

0.31

 

 

$

0.02

 

Diluted income per share

$

0.15

 

 

$

0.06

 

 

$

0.30

 

 

$

0.02

 

Shares used in calculation of income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

11,856

 

 

 

11,510

 

 

 

11,826

 

 

 

11,451

 

Diluted

 

12,295

 

 

 

11,715

 

 

 

12,195

 

 

 

11,681

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

1,885

 

 

$

651

 

 

$

3,708

 

 

$

258

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation, net of tax

 

88

 

 

 

54

 

 

 

14

 

 

 

131

 

Change in unrealized gains (losses) on investments,

  net of tax

 

2

 

 

 

 

 

 

(4

)

 

 

 

Total other comprehensive income

 

90

 

 

 

54

 

 

 

10

 

 

 

131

 

Comprehensive income

$

1,975

 

 

$

705

 

 

$

3,718

 

 

$

389

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to condensed consolidated financial statements.

 

 

 

4


BSQUARE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

 

 

Six Months Ended

June 30,

 

 

2015

 

 

2014

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

$

3,708

 

 

$

258

 

Adjustments to reconcile net income to net

   cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

288

 

 

 

325

 

Realized loss on disposal of assets

 

 

 

 

33

 

Stock-based compensation

 

569

 

 

 

463

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable, net

 

(1,792

)

 

 

4,658

 

Prepaid expenses and other assets

 

17

 

 

 

752

 

Third-party software fees payable

 

114

 

 

 

(3,218

)

Accounts payable and accrued expenses

 

54

 

 

 

(384

)

Deferred revenue

 

(78

)

 

 

(169

)

Deferred rent

 

(132

)

 

 

8

 

Net cash provided by operating activities

 

2,748

 

 

 

2,726

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of equipment and furniture

 

(44

)

 

 

(93

)

Proceeds from maturities of short-term investments

 

9,481

 

 

 

8,355

 

Purchases of short-term investments

 

(13,678

)

 

 

(14,090

)

Net cash used in investing

   activities

 

(4,241

)

 

 

(5,828

)

Cash flows provided by financing activities—proceeds

   from exercise of stock options

 

322

 

 

 

563

 

Effect of exchange rate changes on cash

 

10

 

 

 

131

 

Net decrease in cash and cash

   equivalents

 

(1,161

)

 

 

(2,408

)

Cash and cash equivalents, beginning of period

 

13,127

 

 

 

13,510

 

Cash and cash equivalents, end of period

$

11,966

 

 

$

11,102

 

 

 

 

 

 

 

 

 

 

Six Months Ended

June 30,

 

 

2015

 

 

2014

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

Non-cash investing activity-leasehold improvements

   and furniture funded by landlord

$

 

 

$

1,128

 

 

 

 

 

 

 

 

 

 

 

 

See notes to condensed consolidated financial statements.

 

 

 

5


BSQUARE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015

(Unaudited)

 

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of BSQUARE Corporation (“BSQUARE”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting and include the accounts of BSQUARE and our wholly owned subsidiaries. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, the unaudited condensed consolidated financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of June 30, 2015 and our operating results and cash flows for the three and six months ended June 30, 2015 and 2014. The accompanying financial information as of December 31, 2014 is derived from audited financial statements. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Examples include provisions for bad debts and income taxes, estimates of progress on professional engineering service arrangements and bonus accruals. Actual results may differ from these estimates. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014. All intercompany balances have been eliminated.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The guidance, as amended, is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted for public companies effective for annual and interim reporting periods beginning after December 15, 2016. We are currently evaluating the impact this ASU will have on our consolidated financial statements.

Income (Loss) Per Share

Basic income or loss per share is computed using the weighted average number of common shares outstanding during the period, and excludes any dilutive effects of common stock equivalent shares, such as options, restricted stock awards and restricted stock units. Restricted stock awards (“RSAs”) are considered outstanding and included in the computation of basic income or loss per share when underlying restrictions expire and the awards are no longer forfeitable. Restricted stock units (“RSUs”) are considered outstanding and included in the computation of basic income or loss per share only when vested. Diluted income per share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive.

We excluded an aggregate of 114,270 and 130,159 options and RSUs for the three and six month periods ended June 30, 2015, respectively, from diluted earnings per share because their effect was anti-dilutive. We excluded an aggregate of 939,251 and 850,669 options and RSUs for the three and six month periods ended June 30, 2014, respectively, from diluted earnings per share because their effect was anti-dilutive. In a period where we are in a net loss position, diluted loss per share is computed using the basic share count.

 

6


2. Cash and Investments

Cash, cash equivalents, short-term investments, and restricted cash consisted of the following at June 30, 2015 and December 31, 2014 (in thousands):

 

 

June 30,

2015

 

 

December 31,

2014

 

Cash

$

2,042

 

 

$

2,763

 

Cash equivalents:

 

 

 

 

 

 

 

Money market funds

 

9,674

 

 

 

9,362

 

Corporate debt securities

 

250

 

 

 

1,002

 

Total cash equivalents

 

9,924

 

 

 

10,364

 

Total cash and cash equivalents

 

11,966

 

 

 

13,127

 

Short-term investments:

 

 

 

 

 

 

 

Corporate commercial paper

 

1,399

 

 

 

550

 

Corporate debt securities

 

16,065

 

 

 

12,713

 

Total short-term investments

 

17,464

 

 

 

13,263

 

Restricted cash—money market fund

 

250

 

 

 

250

 

Total cash, cash equivalents, short-term investments

   and restricted cash

$

29,680

 

 

$

26,640

 

Gross unrealized gains and losses on our short-term investments were not material as of June 30, 2015 and December 31, 2014. The restricted cash balances at June 30, 2015 and December 31, 2014 relate to a letter of credit securing the lease of our corporate headquarters.

 

3. Fair Value Measurements

We measure our cash equivalents and short-term investments at fair value. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

Level 1:

Quoted prices in active markets for identical assets or liabilities.

Level 2:

Directly or indirectly observable market-based inputs or unobservable inputs used in models or other valuation methodologies.

Level 3:

Unobservable inputs that are not corroborated by market data. The inputs require significant management judgment or estimation.

We classify our cash equivalents and short-term investments within Level 1 or Level 2 because our cash equivalents and short-term investments are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs.

Assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 are summarized below (in thousands):

 

June 30, 2015

 

 

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

 

 

Direct or Indirect

Observable

Inputs (Level 2)

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

Money market funds

$

9,674

 

 

$

 

 

$

9,674

 

Corporate debt securities

 

 

 

 

250

 

 

 

250

 

Total cash equivalents

 

9,674

 

 

 

250

 

 

 

9,924

 

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

Corporate commercial paper

 

 

 

 

1,399

 

 

 

1,399

 

Corporate debt securities

 

 

 

 

16,065

 

 

 

16,065

 

Total short-term investments

 

 

 

 

17,464

 

 

 

17,464

 

Restricted cash—money market fund

 

250

 

 

 

 

 

 

250

 

Total assets measured at fair value

$

9,924

 

 

$

17,714

 

 

$

27,638

 

7


 

 

December 31, 2014

 

 

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

 

 

Direct or Indirect

Observable

Inputs (Level 2)

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

Money market funds

$

9,362

 

 

$

 

 

$

9,362

 

Corporate debt securities

 

 

 

 

1,002

 

 

 

1,002

 

Total cash equivalents

 

9,362

 

 

 

1,002

 

 

 

10,364

 

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

Corporate commercial paper

 

 

 

 

550

 

 

 

550

 

Corporate debt securities

 

 

 

 

12,713

 

 

 

12,713

 

Total short-term investments

 

 

 

 

13,263

 

 

 

13,263

 

Restricted cash—money market fund

 

250

 

 

 

 

 

 

250

 

Total assets measured at fair value

$

9,612

 

 

$

14,265

 

 

$

23,877

 

 

4. Goodwill and Intangible Assets

Goodwill relates to the 2011 acquisition of MPC Data, Ltd. (“MPC”), a United Kingdom based provider of embedded software engineering services. The excess of the acquisition consideration over the fair value of net assets acquired was recorded as goodwill. We operate as a single reporting unit, and MPC falls within that reporting unit. There were no changes in the carrying amount of goodwill during the three and six month periods ended June 30, 2015.

Intangible assets relate to customer relationships acquired from TestQuest Inc. in 2008 and from the acquisition of MPC in 2011, the vast majority of which relates to the MPC acquisition.

Information regarding our intangible assets as of June 30, 2015 and December 31, 2014 is as follows (in thousands):

 

 

June 30, 2015

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Value

 

Customer relationships

$

1,275

 

 

$

(614

)

 

$

661

 

 

 

December 31, 2014

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Value

 

Customer relationships

$

1,275

 

 

$

(546

)

 

$

729

 

Amortization expense was $34,000 and $68,000 for the three and six month periods ended June 30, 2015, respectively, and $34,000 and $67,000 for the three and six month periods ended June 30, 2014, respectively. Amortization in future periods is expected to be as follows (in thousands):

 

Remainder of 2015

$

68

 

2016

 

130

 

2017

 

98

 

2018

 

98

 

2019

 

98

 

2020

 

98

 

2021

 

71

 

Total

$

661

 

 

 

8


5. Shareholders’ Equity

Equity Compensation Plans

We have a stock plan (the “Stock Plan”) and an inducement stock plan for newly hired employees (the “Inducement Plan”) (collectively, the “Plans”). Under the Plans, stock options may be granted with a fixed exercise price that is equivalent to fair market value on the date of grant. These options have a term of up to 10 years and vest over a predetermined period, generally four years. Incentive stock options granted under the Stock Plan may only be granted to our employees. The Plans also allow for awards of non-qualified stock options, stock appreciation rights, RSAs and unrestricted stock awards, and RSUs.

Stock-Based Compensation

The estimated fair value of stock-based awards is recognized as compensation expense over the vesting period of the award, net of estimated forfeitures. We estimate forfeitures based on historical experience and expected future activity. The fair value of RSUs is determined based on the number of shares granted and the quoted price of our common stock on the date of grant. The fair value of stock option awards is estimated at the grant date based on the fair value of each vesting tranche as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. The BSM model requires various highly judgmental assumptions including expected volatility and option life. If any of the assumptions used in the BSM model change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. The fair values of our stock option grants were estimated with the following weighted average assumptions:

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Dividend yield

 

0

%

 

 

0

%

 

 

0

%

 

 

0

%

Expected life

3.3 years

 

 

3.3 years

 

 

3.3 years

 

 

3.2 years

 

Expected volatility

 

52

%

 

 

59

%

 

 

52

%

 

 

60

%

Risk-free interest rate

 

1.3

%

 

 

1.3

%

 

 

1.2

%

 

 

1.2

%

The impact on our results of operations of stock-based compensation expense for the three and six month periods ended June 30, 2015 and 2014 was as follows (in thousands, except per share amounts):

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Cost of revenue — service

$

105

 

 

$

36

 

 

$

218

 

 

$

77

 

Selling, general and administrative

 

182

 

 

 

191

 

 

 

320

 

 

 

366

 

Research and development

 

18

 

 

 

(8

)

 

 

31

 

 

 

20

 

Total stock-based compensation expense

$

305

 

 

$

219

 

 

$

569

 

 

$

463

 

Per diluted share

$

0.02

 

 

$

0.02

 

 

$

0.05

 

 

$

0.04

 

 

Stock Option Activity

The following table summarizes stock option activity under the Plans for the six month period ended June 30, 2015:

 

Stock Options

 

Number of

Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Life

(in years)

 

 

Aggregate

Intrinsic

Value

 

Balance at January 1, 2015

 

 

1,553,360

 

 

$

3.50

 

 

 

 

 

 

 

 

 

Granted

 

 

24,725

 

 

 

4.33

 

 

 

 

 

 

 

 

 

Exercised

 

 

(117,056

)

 

 

2.95

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(58,429

)

 

 

3.29

 

 

 

 

 

 

 

 

 

Expired

 

 

(6,376

)

 

 

2.62

 

 

 

 

 

 

 

 

 

Balance at June 30, 2015

 

 

1,396,224

 

 

$

3.57

 

 

 

6.83

 

 

$

4,497,910

 

Vested and expected to vest at June 30, 2015

 

 

1,324,724

 

 

$

3.57

 

 

 

6.73

 

 

$

4,270,113

 

Exercisable at June 30, 2015

 

 

623,582

 

 

$

3.58

 

 

 

4.71

 

 

$

2,011,909

 

9


At June 30, 2015, total compensation cost related to stock options granted but not yet recognized was $517,752, net of estimated forfeitures. This cost will be amortized on the straight-line method over a weighted-average period of approximately 1.0 year. The following table summarizes certain information about stock options for the three and six month periods ended June 30, 2015 and 2014:

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Weighted-average grant-date fair value of option

   grants for the period

$

1.88

 

 

$

1.88

 

 

$

1.92

 

 

$

1.68

 

Options in-the-money at period end

 

1,390,199

 

 

 

450,914

 

 

 

1,390,199

 

 

 

450,914

 

Aggregate intrinsic value of options exercised

$

302,895

 

 

$

110,347

 

 

$

350,776

 

 

$

241,224

 

The aggregate intrinsic value represents the difference between the exercise price of the underlying options and the quoted price of our common stock for the number of options that were in-the-money at period end or that were exercised during the period. We issue new shares of common stock upon exercise of stock options.

Restricted Stock Unit Activity

The following table summarizes RSU activity for the six month period ended June 30, 2015:

 

 

Number of

Shares

 

 

Weighted

Average

Grant Date Fair

Value

 

Unvested at December 31, 2014

 

80,179

 

 

$

3.40

 

Granted

 

50,728

 

 

 

6.32

 

Vested

 

(50,391

)

 

 

3.42

 

Forfeited

 

(8,976

)

 

 

3.15

 

Unvested at June 30, 2015

 

71,540

 

 

$

5.48

 

Expected to vest after June 30, 2015

 

68,810

 

 

$

5.51

 

 

 

At June 30, 2015, total compensation cost related to RSUs granted but not yet recognized was $318,008, net of estimated forfeitures. This cost will be amortized on the straight-line method over a period of approximately 1.0 year.

Common Stock Reserved for Future Issuance

The following table summarizes our shares of common stock reserved for future issuance under the Plans as of June 30, 2015:

 

Stock options outstanding

 

1,396,224

 

RSUs outstanding

 

71,540

 

Stock awards available for future grant

 

1,602,411

 

Common stock reserved for future issuance

 

3,070,175

 

 

On June 16, 2015, our shareholders approved an amendment to the Stock Plan increasing the number of shares reserved and available for issuance by 750,000 shares. On June 26, 2015 our Board of Directors approved an increase in the number of shares reserved and available for issuance under the Inducement Plan by 200,000 shares. These additional shares reserved under both of the Plans are included in the “Stock awards available for future grant” total in the preceding table.

 

 

6. Commitments and Contingencies

Lease and rent obligations

Our commitments include obligations outstanding under operating leases, which expire through 2020. We have lease commitments for office space in Bellevue, Washington; San Diego, California; Boston, Massachusetts; Taipei, Taiwan; Tokyo, Japan; and Trowbridge, UK. We also lease office space on a month-to-month basis in Akron, Ohio.

10


 

In August 2013, we amended the lease agreement for our Bellevue, Washington headquarters, which was initially scheduled to expire in August 2014, and extended the lease term to May 2020. The amendment to the headquarters lease provided that no cash lease payments were to be made for a seven-month period from June 1, 2013 to December 31, 2013. In conjunction with the amended lease agreement, the landlord provided lease incentives totaling $1,128,000 for leasehold improvements and furniture related to new space in the same building, which were capitalized and are reflected in the deferred rent liability. We are amortizing these assets over the shorter of their economic life or the lease term. We are recognizing rent expense, including the effect of the deferred rent, on the straight-line basis over the lease term.

 

Rent expense was $257,000 and $521,000 for the three and six month periods ended June 30, 2015, respectively. Rent expense was $313,000 and $637,000 for the three and six month periods ended June 30, 2014, respectively.

 

As of June 30, 2015, we had $250,000 pledged as collateral for a bank letter of credit under the terms of our headquarters facility lease. The pledged cash supporting the outstanding letter of credit is classified as restricted cash.

 

Future operating lease commitments are as follows by calendar year (in thousands):

 

Remainder of 2015

$

661

 

2016

 

1,308

 

2017

 

1,194

 

2018

 

1,108

 

2019

 

1,038

 

2020

 

437

 

Total commitments

$

5,746

 

Loss Contingencies

From time to time, we are subject to legal proceedings, claims, and litigation arising in the ordinary course of business including tax assessments. We defend ourselves vigorously against any such claims. When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the financial statements. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements.

A third-party software vendor invoiced us a total of $934,000 for certain licensed software that was lost in transit by a common carrier during the second quarter of 2014. We accrued a liability of $100,000 in the second quarter of 2014 as an estimate of our potential liability for legal and insurance deductible expenses. During the first quarter of 2015, the vendor credited our account for the full $934,000 as the licenses had been deactivated and there was no indication of counterfeit use. Accordingly, we reversed approximately $85,000 of the accrual after payment of legal expenses in the first quarter of 2015.

Volume Pricing Agreements

In conjunction with our activities under our OEM Distribution Agreements (“ODAs”) with Microsoft Corporation (“Microsoft”), as further described in Note 8, we enter into OEM Volume Royalty Pricing (“OVRP”) commitments with Microsoft. Under these OVRPs, we are provided with volume pricing on a customer-by-customer basis assuming certain minimum unit volumes are met. The OVRP terms are 12 months. In the event we do not meet the committed minimum unit volumes, we are obligated to pay the difference between the committed per-unit volume rate and the actual per-unit rate we achieved based upon actual units purchased. The OVRP arrangements do not equate to a minimum purchase commitment, but rather, the arrangements are a volume pricing arrangement based upon actual volume purchased. In substantially all significant instances, we have reciprocal agreements with our customers such that we will receive per-unit price adjustments, similar to the amounts we would subsequently owe to Microsoft if such OVRP volumes are not met. However, in the event a customer is unwilling or unable to pay us, we would be negatively impacted. Based upon the credit-worthiness of our customers, our historical OVRP experience with our customers and OVRP arrangements in general, we do not believe we will incur any material liability relating to active agreements, and, therefore, no provision or reserve has been recorded as of June 30, 2015.

 

11


7. Information about Geographic Areas

Our chief operating decision-makers (i.e., our Chief Executive Officer and certain direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable by our chief operating decision-makers, or anyone else, for operations, operating results, or planning for levels or components below the consolidated unit level. Accordingly, we consider ourselves to be in a single reporting segment and operating unit structure.

Revenue by geography is based on the sales region of the customer. The following table sets forth revenue and long-lived assets by geographic area (in thousands):

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Total revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

$

27,015

 

 

$

19,910

 

 

$

50,761

 

 

$

40,501

 

Asia

 

603

 

 

 

1,666

 

 

 

1,988

 

 

 

2,750

 

Europe

 

1,255

 

 

 

1,479

 

 

 

2,389

 

 

 

2,535

 

Total revenue

$

28,873

 

 

$

23,055

 

 

$

55,138

 

 

$

45,786

 

 

 

 

June 30,

2015

 

 

December 31,

2014

 

Long-lived assets:

 

 

 

 

 

 

 

North America

$

1,361

 

 

$

1,597

 

Asia

 

482

 

 

 

360

 

Europe

 

4,413

 

 

 

4,453

 

Total long-lived assets

$

6,256

 

 

$

6,410

 

 

 

12


8. Significant Risk Concentrations

Significant Customer

One customer accounted for $3.9 million, or 13% of total revenue for the three months ended June 30, 2015 and that same customer accounted for $7.9 million, or 14% of total revenue for the six months ended June 30, 2014. No other single customer accounted for more than 10% of our total revenue for the three or six month periods ended June 30, 2015 and 2014.

One customer had an accounts receivable balance greater than 10% of the total accounts receivable at June 30, 2015. No customers had accounts receivable balances greater than 10% of the total accounts receivable at December 31, 2014.

Significant Supplier

We have two ODAs with Microsoft which enable us to sell Microsoft Windows Embedded operating systems to our customers in the United States, Canada, Argentina, Brazil, Chile, Columbia, Mexico, Peru, Puerto Rico, the Caribbean, the European Union, the European Free Trade Association, Turkey and Africa, which expire on June 30, 2016. We also have four ODAs with Microsoft which allow us to sell Microsoft Windows Mobile operating systems in the Americas (excluding Cuba), Japan, Taiwan, Europe, the Middle East, and Africa, which also expire on June 30, 2016.

Software sales under these agreements constitute a significant portion of our software revenue and total revenue. These agreements are typically renewed bi-annually, annually or semi-annually; however, there is no automatic renewal provision in any of these agreements. Further, these agreements can be terminated unilaterally by Microsoft at any time. Microsoft currently offers a rebate program to sell Microsoft Windows Embedded operating systems pursuant to which we earn money for achieving certain predefined objectives. Under this rebate program, we recognized $103,000 and $166,000 during the three and six month periods ended June 30, 2015, respectively, compared to $105,000 and $169,000 during the three and six month periods ended June 30, 2014, respectively. These rebates were treated as reductions in cost of sales. Additionally, during the three and six month periods ended June 30, 2015, we qualified for $240,000 and $387,000 in rebate credits, respectively, compared to $245,000 and $394,000 in rebate credits for the three and six month periods ended June 30, 2014, respectively. These are accounted for as reductions in marketing expense if and when qualified program expenditures are made.

 

 

13


Item  2.

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

As used in this Quarterly Report on Form 10-Q, “we,” “us,” “our” and “the Company” refer to BSQUARE Corporation, a Washington corporation, and its subsidiaries.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed consolidated financial statements and related notes. Some statements and information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are not historical facts but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, readers can identify forward- looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the negative of these terms or other comparable terminology, which when used are meant to signify the statement as forward-looking. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and situations that are difficult to predict and that may cause our own, or our industry’s actual results, to be materially different from the future results that are expressed or implied by these statements. Accordingly, actual results may differ materially from those anticipated or expressed in such statements as a result of a variety of factors, including those discussed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2014 entitled “Risk Factors,” similar discussions in subsequently filed Quarterly Reports on Form 10-Q, including this Form 10-Q, as applicable, and those contained from time to time in our other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Overview

We provide software solutions and related engineering services to companies that develop smart, connected systems. A smart, connected system is a dedicated purpose computing device that typically has a display, runs an operating system (e.g., Microsoft® Windows® Embedded Compact) and is usually connected to a network or data cloud via a wired or wireless connection. Examples of smart, connected systems include set-top boxes, home gateways, point-of-sale terminals, kiosks, voting machines, gaming platforms, tablets, handheld data collection devices, personal media players, smart phones, smart vending machines, in-vehicle telematics and entertainment devices. We primarily focus on smart, connected systems that utilize Microsoft Windows Embedded and Windows Mobile operating systems as well as devices running other popular operating systems such as Android, Linux and QNX.

We have been providing software solutions for smart, connected systems since our inception. Our customers include world class original equipment manufacturers (“OEMs”), original design manufacturers (“ODMs”) and enterprises, as well as silicon vendors (“SVs”) and peripheral vendors which purchase our software solutions for purposes of facilitating processor and peripheral sales. In the case of enterprises, our customers include those who develop, market and distribute smart, connected systems on their own behalf as well as those that purchase systems from OEMs or ODMs and require additional software, integration and/or testing. The software solutions we provide are utilized and deployed throughout various phases of our customers’ device life cycle, including design, development, customization, quality assurance and deployment.

Building on the traditional focus of our business described above, increasingly we intend to focus on developing and offering our own products such as DataVTM to address the emerging Internet of Things (“IoT”) market, which is the interconnection of uniquely identifiable embedded computing devices within the existing Internet infrastructure. Similarly, we intend to focus on increasing the amount of our own intellectual property and know-how, including in our MobileVTM product, a complete hardware and software reference solution for OEMs building durable and rugged handhelds and industrial tablets.

Critical Accounting Judgments

Management’s discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales, cost of sales and expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on-going basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes to our critical accounting judgments, policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2014.

14


Results of Operations

The following table presents certain financial data as a percentage of total revenue for the periods indicated. Our historical operating results are not necessarily indicative of the results for any future period.

 

 

Three Months

Ended June 30,

 

 

Six Months

Ended June 30,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

(unaudited)

 

 

(unaudited)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

Software

 

82

%

 

 

76

%

 

 

82

%

 

 

78

%

Service

 

18

%

 

 

24

%

 

 

18

%

 

 

22

%

Total revenue

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

69

%

 

 

64

%

 

 

67

%

 

 

66

%

Service

 

13

%