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 March 31, 2017

 

OR

 

( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the transition period ___________________ to _____________________.

 

Commission file number 1-13810

 

 

 

 

 

SOCKET MOBILE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		94-3155066
(State of incorporation)		(IRS Employer Identification No.)

 

39700 Eureka Drive, Newark, CA 94560

(Address of principal executive offices including zip code)

 

(510) 933-3000

(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 [ ] 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 ($0.001 par value) outstanding as of May 3, 2017 was 5,966,565 shares.

 

 

 

 

 

 

INDEX

 

 

			PAGE NO.
Part I.  Financial Information
Item 1.  Financial Statements (Unaudited):
Statements of Income - Three Months Ended March 31, 2017 and 2016			1
Balance Sheets - March 31, 2017 and December 31, 2016			2
Statements of Cash Flows - Three Months Ended March 31, 2017 and 2016			3
Notes to Financial Statements			4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			12
Item 3.  Quantitative and Qualitative Disclosures about Market Risk			19
Item 4.  Controls and Procedures			20
Part II.  Other Information
Item 1A.  Risk Factors			21
Item 6.  Exhibits			32
Signatures			33
Index to Exhibits			34

 

 

PART I

 

Item 1. Financial Statements

 

 

SOCKET MOBILE, INC.
STATEMENTS OF INCOME
(Unaudited)
		Three Months Ended March 31,
		2017				2016
Revenues		$	5,622,093			$	5,043,786
Cost of revenues			2,709,399				2,537,506
Gross profit			2,912,694				2,506,280
Operating expenses:
Research and development			796,608				657,018
Sales and marketing			759,248				686,768
General and administrative			688,804				562,551
Total operating expenses			2,244,660				1,906,337
Operating income			668,034				599,943
Interest expense			(29,676	)			(43,644	)
Net income before income taxes			638,358				556,299
Income tax expense			(252,551	)			(7,985	)
Net income		$	385,807			$	548,314
Net income per share:
Basic		$	0.07			$	0.10
Diluted		$	0.05			$	0.09
Weighted average shares outstanding:
Basic			5,912,088				5,646,397
Diluted			7,771,210				6,504,748

 

 

See accompanying notes.

 

 

  

SOCKET MOBILE, INC. BALANCE SHEETS
		March 31, 2017 (Unaudited)				December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents		$	1,622,345			$	1,319,006
Accounts receivable, net			3,355,068				2,866,877
Inventories, net			1,842,112				1,537,439
Prepaid expenses and other current assets			327,853				259,464
Deferred cost on shipments to distributors			210,866				947,799
Total current assets			7,358,244				6,930,585
Property and equipment:
Machinery and office equipment			2,116,181				2,063,221
Computer equipment			832,629				945,054
			2,948,810				3,008,275
Accumulated depreciation			(2,380,196	)			(2,444,392	)
Property and equipment, net			568,614				563,883
Goodwill			4,427,000				4,427,000
Other assets			75,918				75,918
Deferred tax assets			9,016,762				9,589,408
Total assets		$	21,446,538			$	21,586,794
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	1,934,462			$	1,581,226
Accrued payroll and related expenses			549,010				632,931
Deferred revenue on shipments to distributors			477,509				2,010,441
Related party convertible notes payable			752,625				752,625
Short term portion of deferred service revenue			41,507				47,776
Short term portion of capital leases and deferred rent			43,888				39,175
Total current liabilities			3,799,001				5,064,174
Long term portion of deferred service revenue			25,528				25,610
Long term portion of capital leases and deferred rent			314,881				327,078
Total liabilities			4,139,410				5,416,862
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value: Authorized – 20,000,000 shares,
Issued and outstanding – 5,946,649 shares at March 31, 2017 and 5,878,405 shares at December 31, 2016			5,947				5,878
Additional paid-in capital			63,137,943				62,889,851
Accumulated deficit			(45,836,762	)			(46,725,797	)
Total stockholders’ equity			17,307,128				16,169,932
Total liabilities and stockholders’ equity		$	21,446,538			$	21,586,794

 

See accompanying notes.

 

 

 

SOCKET MOBILE, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
		Three Months Ended March 31,
		2017				2016
Operating activities
Net income		$	385,807			$	548,314
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation			95,697				65,219
Depreciation and amortization			78,788				64,333
Changes in deferred taxes			239,552				7,985
Changes in operating assets and liabilities:
Accounts receivable			(488,191	)			(28,780	)
Inventories			(304,673	)			(184,680	)
Prepaid expenses and other current assets			(68,389	)			(38,373	)
Accounts payable and accrued expenses			353,237				113,227
Accrued payroll and related expenses			(83,921	)			(47,521	)
Net deferred revenue on shipments to distributors			40,323				(80,156	)
Customer deposit			—				(318,859	)
Deferred service revenue			(6,351	)			(13,159	)
Change in deferred rent			(1,043	)			2,967
Net cash provided by operating activities			240,836				90,517
Investing activities
Purchases of equipment			(83,519	)			(57,091	)
Net cash used in investing activities			(83,519	)			(57,091	)
Financing activities
Payments on capital leases			(6,441	)			(9,836	)
Proceeds from borrowings under bank line of credit agreement			—				350,000
Repayments of related party notes payable			—				(500,000	)
Stock options exercised			152,463				57,918
Warrants exercised			—				158,145
Net cash provided by financing activities			146,022				56,227
Net increase in cash and cash equivalents			303,339				89,653
Cash and cash equivalents at beginning of period			1,319,006				938,155
Cash and cash equivalents at end of period		$	1,622,345			$	1,027,808
Supplemental disclosure of cash flow information
Cash paid for interest		$	968			$	8,859
Cash paid for income taxes		$	—			$	—
Supplemental disclosure of non-cash investing and financing activities
Cashless exercise of warrants		$	—			$	35

 

See accompanying notes.

 

 

 SOCKET MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited) 

 

 

NOTE 1 — Basis of Presentation

 

The accompanying unaudited financial statements of Socket Mobile, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring accruals considered necessary for fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the operating results for the full fiscal year or any future period. These financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

 

NOTE 2 — Summary of Significant Accounting Policies

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates, and such differences may be material to the financial statements.

 

Cash Equivalents and Fair Value of Financial Instruments

The Company considers all highly liquid investments purchased with a maturity date of 90 days or less at date of purchase to be cash equivalents. At March 31, 2017 and December 31, 2016, all of the Company’s cash and cash equivalents consisted of amounts held in demand deposit accounts in banks. The aggregate cash balance on deposit in these accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s cash balance on deposit in these accounts may, at times, exceed the federally insured limits. The Company has never experienced any losses in such accounts.

 

The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, debt and foreign exchange contracts approximate fair value due to the relatively short period of time to maturity.

 

Revenue Recognition and Deferred Revenue

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most current revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates are required within the new revenue recognition process. In July 2015, the FASB approved a proposal that extended the required implementation date one year to the first quarter of 2018 but also would permit companies to adopt the standard at the original effective date of the first quarter of 2017. Implementation may be either through retrospective application to each period from the first quarter of 2017 or with a cumulative effect adjustment upon adoption in 2018. In April 2016, the FASB issued amendments, ASU No. 2016-10, that clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The standard should be adopted concurrently with adoption of ASU No. 2014-09 which is effective for annual and interim periods beginning after December 15, 2017 with early adoption permitted.

 

 

SOCKET MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

The Company adopted the new revenue recognition policy effective January 1, 2017. Instead of deferring 100% of revenue and cost of revenue until products are sold by distributors, the new policy recognizes revenue on sales to distributors when shipping of product is completed and title transfers to the distributor, less a reserve for estimated product returns (sales and cost of sales). The reserves are based on estimates of future returns calculated from actual return history plus knowledge of pending returns outside of the norm. Actual return history is approximately 20% of the channel inventory, primarily from stock rotations. The effect of the change on January 1, 2017 is a one-time reduction (debit) to net deferred revenue in the amount of $836,000 less the deferred tax effects of $333,000 for a net improvement in retained deficit of $503,000.

 

To reflect the period-specific effects of applying the new policy, the Company reclassified the balance of net deferred revenue on shipments to distributors in the amount of $1,062,642 as of December 31, 2016 to a refund liability of $2,010,441 (deferred revenue on shipments to distributors) and an asset of $947,799 (deferred cost on shipments to distributors).

 

NOTE 3 — Inventories

 

Inventories consist principally of raw materials and sub-assemblies, which are stated at the lower of cost (first-in, first-out) or market. Inventories at March 31, 2017 and December 31, 2016 were as follows:

 

		March 31,				December 31,
		2017				2016
Raw materials and sub-assemblies		$	2,712,996			$	2,665,185
Finished goods			319,751				64,359
Inventory reserves			(1,190,635	)			(1,192,105	)
Inventory, net		$	1,842,112			$	1,537,439

 

 

NOTE 4 — Short Term Related Party Convertible Notes Payable

 

The balance of short term convertible notes payable to officers and directors of the company is $752,625 at March 31, 2017 and December 31, 2016. $380,696 of these notes have an original term of four years that accrue interest at 8% per annum compounded quarterly, mature on September 4, 2017, and have a note holder call provision. $371,929 has an original term of four years that accrue interest at 18% per annum compounded quarterly through March 30, 2016 and at 12% thereafter, and do not have a note holder call provision. Accrued interest for all convertible notes was $411,517 and $382,808 at March 31, 2017 and December 31, 2016, respectively and was included in Accounts Payable and Accrued Expenses. Interest expense for the three months ended March 31, 2017 and 2016 was $28,709 and $34,181, respectively. The notes and accrued interest are convertible into common stock at the option of the holder at $1.25 per share. The convertible notes are secured by all of the assets of the Company and are subordinated to amounts outstanding under the Company’s working capital bank line of credit with the Company’s bank.

 

 

 

SOCKET MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 5 — Bank Financing Arrangements

 

On March 20, 2017, the Company completed a Business Financing Modification Agreement by and between the Company and Western Alliance Bank (the “Bank) to extend the expiration date of the revolving credit line for domestic portion to February 27, 2019. The international portion of the credit line was not changed and will expire on February 27, 2018. Under the terms of the credit facility agreement with the Bank, the Company may borrow up to $2.5 million, of which up to $2.0 million is based on qualified receivables from domestic customers and up to $0.5 million is based on qualified receivables from international customers. In addition, the Company must maintain a minimum liquidity ratio calculated at the end of each month of quick assets (cash plus qualified accounts receivable) to outstanding obligations to the Bank not less than 1.75 to 1.0. Advances against the domestic and international lines are calculated at 70% of qualified receivables. Borrowings under the lines bear an annual interest rate equal to the Bank’s prime rate (minimum of 3.25%) plus 1.5%. There is also a collateral handling fee of 0.1% per month of the financed receivables outstanding. The applicable interest and fees are calculated based on the actual amounts borrowed. The borrowings under the credit facility are secured by a first priority security interest in the assets of the Company. All advances are at the Bank’s discretion and the Bank is not obligated to make advances. The agreement may be terminated by the Company or by the Bank at any time. At March 31, 2017, there were no amounts borrowed, and the total borrowing capacity was approximately $1,654,000.

 

No amounts were drawn under the Company’s bank credit lines during the three months ended March 31, 2017. Interest expense on the amounts drawn during the three months ended March 31, 2016 was $1,188. Accrued interest related to the amounts outstanding under the Company’s bank lines of credit at March 31, 2016 was $604.

 

NOTE 6 — Segment Information and Concentrations

 

Segment Information

The Company operates in one segment—mobile systems solutions for businesses. Mobile systems solutions typically consist of mobile devices such as smartphones or tablets, some with data collection peripherals, and third-party vertical applications software. The Company markets its products in the United States and foreign countries through its sales personnel and distributors. Revenues for the geographic areas for three months ended March 31, 2017 and 2016 were as follows:

 

		Three Months Ended March 31,
Revenues:		2017				2016
United States		$	4,341,648			$	4,083,412
Europe			1,099,682				729,190
Asia and rest of world			180,763				231,184
Total revenues		$	5,622,093			$	5,043,786

 

 

 

SOCKET MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

Export revenues are attributable to countries based on the location of the Company’s customers. The Company does not hold long-lived assets in foreign locations.

 

Major Customers

Customers who accounted for at least 10% of the Company’s total revenues for the three months ended March 31, 2017 and 2016 were as follows:

 

		Three Months Ended March 31,
		2017				2016
Ingram Micro, Inc.			45	%			24	%
BlueStar, Inc.			15	%			25	%
ScanSource, Inc.			14	%			13	%
ScanSource Europe SPRL			11	%			*
Spinal Modulation, Inc.			*				13	%

_____________

* Customer accounted for less than 10% of total revenues for the period

 

 

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk include cash, cash equivalents and accounts receivable. The Company invests its cash in demand deposit accounts in banks. To date, the Company has not experienced losses on the investments. The Company’s trade accounts receivable are primarily with distributors. The Company performs ongoing credit evaluations of its customers’ financial condition but the Company generally requires no collateral. Reserves are maintained for potential credit losses, and such losses have been within management’s expectations. Customers who accounted for at least 10% of the Company’s accounts receivable balances at March 31, 2017 and December 31, 2016 were as follows:

 

		March 31,				December 31,
		2017				2016
Ingram Micro Inc.			59	%			49	%
BlueStar, Inc.			18	%			30	%
ScanSource, Inc.			11	%			*

_____________

* Customer accounts for less than 10% of accounts receivable balances

 

Concentration of Suppliers

Several of the Company’s component parts are produced by a sole or limited number of suppliers. Shortages could occur in these essential materials due to increased demand, or to an interruption of supply. Suppliers may choose to restrict credit terms or require advance payments causing delays in the procurement of essential materials. If the Company were unable to procure certain of such materials, it could have a material adverse effect upon its results. At March 31, 2017 and December 31, 2016, 21% and 27%, respectively, of the Company’s accounts payable balances were concentrated with the top two suppliers. For the three months ended March 31, 2017 and 2016, top two suppliers accounted for 60% and 53%, respectively, of the inventory purchases.

 

 

SOCKET MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 7 — Stock-Based Compensation

 

The Company recognizes the compensation cost in the financial statements for all stock-based awards to employees, including grants of employee stock options, based on the fair value of the awards as of the date that the awards are issued. The fair values of stock options are generally determined using a binomial lattice valuation model which incorporates assumptions about expected volatility, risk-free interest rate, dividend yield, and expected life. Compensation cost for stock-based awards is recognized on a straight-line basis over the vesting period. Total stock-based compensation expense for the three months ended March 31, 2017 and 2016, was $95,697 and $65,219, respectively. No stock options were granted during the first quarter of 2017.

 

NOTE 8 — Net Income Per Share Applicable to Common Stockholders

 

The following table sets forth the computation of basic and diluted net income per share:

 

		Three Months Ended March 31,
		2017				2016
Numerator:
Net income		$	385,807			$	548,314
Convertible note interest			28,709				34,181
Adjusted diluted net income		$	414,516			$	582,495
Denominatator:
Weighted average shares outstanding used in computing net income per share:
Basic			5,912,088				5,646,397
Effect of dilutive stock options and convertible notes payable			1,859,122				858,351
Diluted			7,771,210				6,504,748
Net income per share applicable to common stockholders:
Basic		$	0.07			$	0.10
Diluted		$	0.05			$	0.09

 

 

NOTE 9 — Taxes

 

Effective December 31, 2016, the Company released a full valuation allowance for deferred taxes and set up deferred tax assets on the balance sheet. With the consideration of available evidence, including three consecutive years of increasing net income and expectations for continued sustainable profitable operations, the Company believed that, in accordance with the guidance provided by ASC 740, it is more likely than not to realize the majority of the value of federal and state deferred tax assets. The Company will continue to monitor the likelihood that it will be able to recover the deferred tax assets in the future.

 

 

SOCKET MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

The Company has recorded a provision for income taxes of approximately $253,000 and $8,000 for the three-month periods ended March 31, 2017 and 2016, respectively. The 2017 provision of $253,000 includes deferred tax expense of $240,000, federal alternative minimum tax expense of $10,000, and state alternative minimum tax expense of $3,000. The deferred tax expense of $8,000 in the first quarter of 2016 is related to the Company’s goodwill amortized for tax purposes.

 

NOTE 10 — Commitments and Contingencies

 

Operating Lease

The Company leases office space under a non-cancelable operating lease that provides the Company approximately 37,100 square feet in Newark, California. The lease agreement expires on June 30, 2022. Monthly base rent increases four percent per year annually on July 1^st of each year. Rental expense was $108,799 and $108,538 for the three periods ended March 31, 2017 and 2016, respectively. The Company recorded a deferred rent obligation in accrued liabilities in the amount of $285,858 and $286,901 at March 31, 2017 and December 31, 2016, respectively.

 

Future minimum lease payments under the operating lease at March 31, 2017 are shown below:

 

Annual minimum payments:		Amount
2017 (April 1, 2017 to December 31, 2017)		$	321,094
2018			442,359
2019			460,053
2020			478,455
2021 to 2022			751,269
Total minimum payments		$	2,453,230

 

  

Capital Lease Obligations

The Company leases certain of its equipment under capital leases. The leases are collateralized by the underlying assets. At March 31, 2017 and December 31, 2016, equipment with a cost of $100,584 was subject to such financing arrangements. The accumulated depreciation of the assets associated with the capital leases as of March 31, 2017 and December 31, 2016, amounted to $30,260 and $20,173 respectively. 

 

Future minimum payments under capital lease and equipment financing arrangements as of March 31, 2017 are as follows:

 

Annual minimum payments:		Amount
2017 (April 1, 2017 to December 31, 2017)		$	22,639
2018			27,607
2019			18,635
2020			9,545
Total minimum payments			78,426
Less amount representing interest			(5,515	)
Present value of net minimum payments			72,911
Short term portion of capital leases			(27,206	)
Long term portion of capital leases		$	45,705

 

 

 

SOCKET MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

Purchase Commitments

As of March 31, 2017, the Company has non-cancelable purchase commitments for inventory to be used in the ordinary course of business of approximately $3,381,000.

 

Legal Matters

The Company is subject to disputes, claims, requests for indemnification and lawsuits arising in the ordinary course of business. Under the indemnification provisions of the Company’s customer agreements, the Company routinely agrees to indemnify and defend its customers against infringement of any patent, trademark, copyright, trade secrets, or other intellectual property rights arising from customers’ legal use of the Company’s products or services. The exposure to the Company under these indemnification provisions is generally limited to the total amount paid for the indemnified products. However, certain indemnification provisions potentially expose the Company to losses in excess of the aggregate amount received from the customer. To date, there have been no claims against the Company by its customers pertaining to such indemnification provisions, and no amounts have been recorded. The Company is currently not a party to any material legal proceedings.

 

Recently Issued Financial Accounting Standards

 In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance removes the present requirement to delay recognition of a windfall tax benefit until it reduces current taxes payable; instead, it is required to be recognized at the time of settlement, subject to normal valuation allowance considerations. We adopted the new standard effective January 1, 2017.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases, which eliminates the current tests for lease classification under U.S. GAAP and requires lessees to recognize the right-of-use assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 provides that lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. We are assessing the impact that ASU 2016-02 is anticipated to have on our financial statements. We currently expect that most of our operating lease commitments will be subject to the new standard and recognized as lease liabilities and right-of-use assets upon our adoption of ASU 2016-02.

 

 

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations or cash flows upon adoption.

 

NOTE 11 — Subsequent Events

 

As of May 3, 2017, 182,300 stock options at a weighted average grant price of $4.22 per share have been granted from the 2004 Plan subsequent to December 31, 2016.

 

As of May 3, 2017, the Company has issued 19,916 shares of common stock for the exercise of stock options.

 

 

 

 

 

 

 

 

 

  

 

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

 

This Quarterly Report 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. These statements include statements forecasting our future financial condition and results, our future operating activities, market acceptance of our products, expectations for general market growth of mobile computing devices, growth in demand for our data capture products, expansion of the markets that we serve, expansion of the distribution channels for our products, and the timing of the introduction and availability of new products, as well as other forecasts discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Words such as “may,” “will,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management’s beliefs, and assumptions made by management. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward looking statements. Factors that could cause actual results and outcomes to differ materially include, but are not limited to: volatility in the world economy generally and in the markets we serve in particular; the risk of delays in the availability of our products due to technological, market or financial factors including the availability of product components and necessary working capital; our ability to successfully develop, introduce and market future products; our ability to effectively manage and contain our operating costs; the availability of third-party hardware and software that our products are intended to work with; product delays associated with new model introductions and product changeovers by the makers of products that our products are intended to work with; continued growth in demand for barcode scanners; market acceptance of emerging standards such as RFID/Near Field Communications and of our related data capture products; the ability of our strategic relationships to benefit our business as expected; our ability to enter into additional distribution relationships; or other factors described in this Form 10-Q including “Item 1A. Risk Factors” and recent Form 8-K and Form 10-K reports filed with the Securities and Exchange Commission. We assume no obligation to update such forward-looking statements or to update the reasons why actual results could differ materially from those anticipated in such forward-looking statements.

 

You should read the following discussion in conjunction with the interim financial statements and notes included elsewhere in this report, the Company’s annual financial statements in form 10-K, and other information contained in other reports and documents filed from time to time with the Securities and Exchange Commission.

 

The Company

 

We are a leading producer of data capture products for mobile applications used in mobile point of sale (mPOS), enterprise mobility, asset tracking, control systems, logistics, event management, medical and education. Our primary products are cordless data capture devices that connect over Bluetooth and work with applications running on smartphones, tablets and mobile computers using operating systems from Apple® (iOS), Google™ (Android™) and Microsoft® (Windows®). We focus on serving the needs of software application developers as the barcode scanner sales are primarily driven by the deployment of barcode enabled mobile applications.

 

 

In 2016, we also offered a family of SoMo® (“Socket® Mobile”) handheld computer products with standard or antimicrobial cases running the Windows Embedded Handheld System 6.5 operating system. Handheld computer accessories included plug-in 1D and 2D barcode scanners, charging cradles, durable cases, and radio frequency identification (RFID) readers with NFC (near field communication). Due to the technical obsolescence of key components, we phased out this product family in the second quarter of 2016 and exhausted the remaining SoMo® units in the third quarter of 2016.

 

We design our own products and subcontract the manufacturing of product components to independent third-party contract manufacturers who are located in the U.S., Mexico, China and Taiwan and who have the equipment, know-how and capacity to manufacture products to our specifications. Final products are assembled, tested, packaged, and distributed at and from our Newark, California facility. We offer the products worldwide through two-tier distribution enabling customers to purchase from a large number of on-line resellers around the world including some application developers. The geographic regions served by the Company include the Americas, Europe, the Middle East, Africa and Asia Pacific, including Japan and China.

 

We believe growth in mobile applications and the mobile workforce are resulting from technical advances in mobile technologies, cost reductions in mobile devices and the growing adoption by businesses of mobile applications running on smartphones and tablets, building a growing demand for our products. Our data capture products address the growing need for speed and accuracy by today’s mobile workers and by the systems supporting those workers, thereby enhancing their productivity and allowing them to exploit time sensitive opportunities and improve customer satisfaction.

 

Products

 

Cordless barcode scanners

We offer barcode scanning products for both 1D (imager and laser) and 2D barcode scanning in standard and durable cases. Our 7 Series standard barcode scanners are lightweight and ergonomically designed for easy handling as stand-alone cordless barcode scanners. The 7 Series scanners come in six vivid colors, blue, gray, green, red, white and yellow. Our DuraScan™ line of durable barcode scanners come in three models: linear imager (D700), laser (D730) and 2D imager (D750). Using the same ergonomic form factor, these barcode scanners have an IP54 durability rating and improved usability features in industrial colors: Construction Orange, Safety Green and Utility Gray. Our SocketScan™ 800 Series cordless barcode scanners in linear imaging (S800) and 2D models (S850) are designed to be attachable, with an easily detachable clip, to smartphones and other mobile devices for more integrated barcode scanning. The 800 Series scanners can also be used in simple handheld mode. Our 800 series sleeve solution, “DuraCase”, is designed to keep an iPod or smartphone and barcode scanner together and enabling both devices to be used and charged simultaneously and easily operated with a single hand.

 

 

The Contactless SmartTag Reader Writer version of our durable handheld barcode scanners, D600, will be available in 2017. The D600 can read and write many different types of electronic SmartTags, including NFC. SmartTags are used in many applications today, like digital wallet applications for loyalty cards, identification cards, payment cards, coupons, event tickets and others which leverage the exchange of electronic “tokens”. These tokens can be exchanged via NFC enabled devices. We are also incorporating the Contactless SmartTag reader/writer technology into the base of a retail accessory stand that today enables customers to scan barcoded documents. The Contactless SmartTag reader/writer may also be used as a stand-alone base. We are working with our registered developers to encourage them to include Near Field Communications capabilities in their mobile applications.

 

Our Software Developer Kit (“SDK”) supports all of our data capture devices (both barcode reader and Smartcard Reader Writer) with a single installation, making it easy for a developer to integrate our data capture capabilities into their application centric solution while giving the customer the ability to select the products that work best for them. Our SDK enables the developers to modify, control the placement of the captured data in their application, and control the feedback to the user that the transaction and transmission was successfully completed. Socket Mobile SDK also enables the built-in camera in a customer’s smartphone or tablet to be used for occasional or lower volume data collection requirements.

 

Extended warranty programs are available for all of our barcode scanning products.

 

Mobile handheld computers

Through June 30, 2016, we offered a family of SoMo® (“Socket® Mobile”) handheld computer products with standard or antimicrobial cases running the Windows Embedded Handheld System 6.5 operating system. Handheld computer accessories included plug-in 1D and 2D barcode scanners, charging cradles, durable cases, and radio frequency identification (RFID) readers with NFC (near field communication). Our handheld computers were designed with wireless LAN (802.11 b/g/n) and Bluetooth connectivity for use with applications that did not require phones. Due to the technical obsolescence of key components, we phased out this product family in Q2 2016 and exhausted the remaining SoMo® units in Q3 2016.

 

Service

Our products are warranted for one year and we offer SocketCare extended warranty programs for up to five years including repair or replacement due to accidental breakage. We also repair or replace products that are beyond their warranty period.

 

Revenues

 

Total revenue for the first quarter of 2017 was $5.6 million, an increase of 11% compared to the revenue of $5.0 million for the same quarter a year ago. Our product revenues and the corresponding increase or decrease in revenues for the comparable periods are shown in the following table:

 

 

 

(revenues in thousands)		Three months ended March 31,
		2017								2016								Increase
Product family:		$’s				%’s				$’s				%’s				%’s
Cordless barcode scanners and accessories		$	5,549				99	%		$	4,006				79	%			39	%
Mobile handheld computer, accessories and license fees			14				*				868				17	%			(99	%)
Services			59				1	%			170				3	%			(65	%)
Total		$	5,622				100	%		$	5,044				100	%			11	%

 

 

Revenue of our cordless barcode scanners and accessories was $5.5 million or 99% of our overall revenues for the first quarter of 2017, an increase of 39% or $1.5 million. This is compared to $4.0 million, or 79% of total revenue of $5.0 million, for the first quarter of 2016. Revenue increases of $0.8 million was from increased sales volumes of our SocketScan™ 800 Series cordless barcode scanners in linear imaging (S800) and $0.7 million from our multi-colored 7 Series standard barcode scanners 7Ci model that are lightweight and ergonomically designed for easy handling as stand-alone cordless barcode scanners.

 

We discontinued availability of the mobile handheld computer product family due to technical obsolescence of several key components in Q3 2016. As of the end of 2016, all return rights have expired and revenue recognized for all remaining products in the channel. Revenue of mobile handheld computer, accessories and license fees in the three months ended March 31, 2016 included a last buy order from one of our legacy SoMo® customers.

 

Service comprised 1% of revenue for the first quarter of 2017 comparing to 3% in the first quarter of 2016. Our SocketCare service contracts are purchased by our customers in conjunction with the purchase of mobile handheld computers and cordless barcode scanners. Due to the robustness and lower cost of the data capture products, SocketCare extended warranty care has been primarily purchased by handheld computer customers. With the phasing out of the handheld computer businesses, service revenue continues to decline as a percentage of total revenue.

 

Gross Margins

 

Our gross margins for the first quarter of 2017 were 51.8%, up from margins of 49.7% for the first quarter a year ago. Improvements in overall margins reflected the component cost reductions received from our suppliers due to our higher volumes of cordless barcode scanner sales.

 

Research and Development Expense

 

Research and development expense in the first quarter of 2017 was $797,000, an increase of 21% compared to expenses of $657,000 in the same quarter a year ago. Increase in the level of research and development expense was primarily due to higher personnel costs reflecting additions to headcount and higher consulting and professional fees driven by product development and growth. We expect a moderate increase of research and development expense in the next several quarters due to salary increases and planned product development expenses.

 

 

Sales and Marketing Expense

 

Sales and marketing expense in the first quarter of 2017 was $759,000, an increase of 11% compared to the expense of $687,000 over the same quarter a year ago. Increases in sales and marketing expense were primarily due to higher personnel costs reflecting prior year annual salary increases, and higher professional consulting services for international market development and management. Sales and marketing expense is expected to remain flat for the balance of the year.

 

General and Administrative Expense

 

General and administrative expense in the first quarter of 2017 was $689,000, an increase of 22% compared to the expense of $563,000 in the first quarter of 2016. Increases in the level of general and administrative expense were primarily due to higher legal expenses associated with new patent application, professional service fees related to Section 382 analysis, increased listing fees on NASDAQ, and increased facility maintenance costs. General and administrative expense is expected to moderately decline in the second quarter of 2017 from the first quarter levels due to the absence of professional fees and other expenses related to the costs of our annual audit which are expensed primarily in the first quarter, and to remain flat for the balance of the year.

 

Interest Expense, Net of Interest Income

 

Interest expense was $30,000 in the first quarter of 2017 compared to $44,000 in the first quarter of 2016. Interest expense in each of the comparable first quarters was related primarily to interest on our subordinated credit line, interest on our subordinated convertible notes payable, and interest on amounts drawn on our bank lines of credit (see “NOTE 4 — Related Party Convertible Notes Payable” and “NOTE 5 — Related Party Short Term Notes Payable” for more information). Additionally, interest expense in each of the comparable first quarters includes interest on equipment lease financing obligations. Lower interest expense in the first quarter of 2017 reflected the decreased interest rate on the convertible notes and reduced debt balances outstanding during the period. During the first quarter of 2017, no amount was borrowed under the lines of credit with Western Alliance Bank, compared to $350,000 borrowed at March 31, 2016. Subordinated credit line ($500K) was paid off at the end of January 2016.

 

Interest income reflects interest earned on cash balances. Interest income was nominal in each of the comparable first quarters, reflecting low average cash balances combined with low average rates of return.

 

 

 

Income Taxes

 

Effective December 31, 2016, we released our valuation allowance for deferred taxes and set up deferred taxes on our balance sheet. With the consideration of available evidence, including three consecutive years of increasing net income and expectations for continued sustainable profitable operations, we believed that, in accordance with the guidance provided by ASC 740, it is more likely than not to realize the majority of the value of federal and state deferred tax assets.

 

On March 31, 2017, our deferred tax asset is valued at $9,017,000, and consists of $7,824,000 for net operating loss carryforwards, $893,000 relating to temporary timing differences between GAAP and tax-related expenses, and $300,000 relating to R&D credits.

 

We have recorded a provision for income taxes of $253,000 and $8,000 for the three-month periods ended March 31, 2017 and 2016, respectively. The 2017 provision includes deferred tax expense and federal and state alternative minimum tax expenses. The deferred tax expense in the first quarter of 2016 is related to the Company’s goodwill amortized for tax purposes.

 

  We have determined that utilization of existing net operating losses against future taxable income is not limited by Section 382 of the Internal Revenue Code. Future ownership changes, however, may limit our ability to fully utilize the existing net operating loss carryforwards against any future taxable income.

 

Cash Flows and Contractual Obligations

 

As reflected in our Statements of Cash Flows, net cash provided by operating activities was $241,000 in the first quarter 2017, compared to net cash provided of $91,000 in the comparable period a year ago. We calculate net cash provided by or used in operating activities by increasing our net income ($386,000 and $548,000 in the first quarter of 2017 and 2016, respectively) by those expenses that did not require the use of cash. These items consist of stock based compensation expense, depreciation, and deferred tax expense. These amounts totaled $414,000 and $138,000 in the first quarter of 2017 and 2016, respectively. In addition, we report increases in assets and reductions in liabilities as uses of cash and decreases in assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities. In the first quarter of 2017 changes in operating assets and liabilities resulted in a net use of cash of $559,000 and were primarily from increases in accounts receivable due to higher shipments in the middle of the first quarter and increases in inventory levels. The uses of cash was partially offset by increases in accounts payable driven primarily by increased inventory purchases. In the first quarter of 2016 changes in operating assets and liabilities resulted in a net use of cash of $595,000 and were primarily from reductions of customer deposit applied to the shipments of the last time buy order for our mobile handheld computer product, increases in inventory levels, and declines in stocking levels in our distribution channel reflecting normal fluctuations in distributor stocking. These uses of cash were partially offset by increases in accounts payable and accrued expenses.

 

 

In the first quarter of 2017, we used $84,000 in activities related primarily to expenditures on tooling and purchases of computer equipment. In the comparable period of 2016, we used $57,000 in investing activities primarily related to the new accounting and operations management ERP software system and expenditures on tooling.

 

Cash provided by financing activities for the three months ended March 31, 2017 and 2016, was $146,000 and $56,000, respectively. Financing activities in the first quarter of 2017 consisted primarily of the proceeds from the exercise of stock options. Financing activities in the first quarter of 2016 consisted primarily of net amounts advanced on our bank lines of credit and the proceeds from the exercise of warrants and stock options, offset by repayment of $500,000 on subordinated notes payable.

 

Our contractual cash obligations at March 31, 2017 are outlined in the table below:

 

						Payments Due by Period
Contractual Obligations		Total				Less than 1 year				1 to 3 years				4 to 5 years				More than 5 years
Unconditional purchase obligations with contract manufacturers		$	3,381,000			$	3,381,000			$	—			$	—			$	—
Operating lease			2,454,000				430,000				911,000				986,000				127,000
Capital leases			73,000				27,000				41,000				5,000				—
Total contractual obligations		$	5,908,000			$	3,838,000			$	952,000			$	991,000			$	127,000

 

 

On March 31, 2017, we had no outstanding amount borrowed under our lines of credit with Western Alliance Bank, compared to $350,000 borrowed on March 31, 2016. The domestic portion of the credit facility agreement expires on February 27, 2019 and the international portion expires on February 27, 2018. The agreement may be terminated by us or by the Bank at any time. Upon such termination, the Bank would no longer make advances under the credit agreement and outstanding advances would be repaid as receivables are collected. All advances are at the Bank’s discretion and the Bank is not obligated to make advances.

 

At March 31, 2017, we had outstanding a total of $753,000 in subordinated convertible notes issued to select officers and directors of the Company. $381,000 of these notes have an original term of four years that accrue interest at 8% per annum compounded quarterly, mature on September 4, 2017, and have a note holder call provision. $372,000 of the notes have an original term of four years that accrue interest at 18% per annum compounded quarterly through March 30, 2016 and at 12% thereafter, mature on September 4, 2017, and do not have a call provision. Accrued interest for all convertible notes is payable in cash or convertible upon redemption at the holder’s option. The notes and accrued interests are convertible into common stock at the option of the holder at $1.25 per share for the four-year notes. Accrued interest expense as of March 31, 2017 for all convertible notes outstanding was approximately $412,000. The notes are secured by all of the assets of the Company and are subordinated to amounts outstanding under the Company’s working capital bank line of credit with Western Alliance Bank.

 

 

Off-Balance Sheet Arrangements

As of March 31, 2017, we have no off-balance sheet arrangements as defined in Item 303 of Regulation S-K.

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our bank credit line facilities. Our bank credit line facilities of up to $2.5 million have variable interest rates based upon the lender's prime rate (minimum of 3.25%) plus 1.5%, for both the domestic line (up to $2.0 million) and the international line (up to $0.5 million). Accordingly, interest rate increases could increase our interest expense on our outstanding credit line balances. During the first quarter of 2017, no funds were borrowed under our lines of credit with Western Alliance Bank.

 

Foreign Currency Risk

 

A substantial majority of our revenue, expense and purchasing activities are transacted in U.S. dollars. However, we require our European distributors to purchase our products in Euros and we pay the expenses of our European employees in Euros and British pounds. We may enter into selected future purchase commitments with foreign suppliers that may be paid in the local currency of the supplier. We hedge a significant portion of our European receivables balance denominated in Euros to reduce the foreign currency risk associated with these assets, and we have not been subject to significant losses from material foreign currency fluctuations. Based on a sensitivity analysis of our net foreign currency denominated assets at the end of the quarter ended March 31, 2017, an adverse change of 10% in exchange rates would have resulted in an decrease in our net income for the first quarter of 2017 of approximately $39,000 if left unprotected. For the first quarter of 2017, the total net adjustment for the effects of changes in foreign currency on cash balances, collections, payables, and derivatives used to hedge foreign currency risks, was a net loss of $4,100. We will continue to monitor, assess, and mitigate through hedging activities, our risks related to foreign currency fluctuations.

 

 

 

 

 

 

 

 

 

 

 

Item 4. Controls and Procedures

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the period covered by the last fiscal quarter ended March 31, 2017 and this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

PART II

 

Item 1A. Risk Factors

 

The risks described in this Quarterly Report on Form 10-Q are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results.

 

We may not maintain ongoing profitability.

 

To maintain ongoing profitability, we must accomplish numerous objectives, including continued growth in our business, ongoing support to registered developers whose applications support the use of our data capture products, and the development of successful new products. We cannot foresee with any certainty whether we will be able to achieve these objectives in the future. Accordingly, we may not generate sufficient net revenue or manage our expenses sufficiently to maintain ongoing profitability. If we cannot maintain ongoing profitability, we will not be able to support our operations from positive cash flows, and we would use our existing cash to support operating losses. If we are unable to secure the necessary capital to replenish that cash, we may need to suspend some or all of our current operations.

 

We may require additional capital in the future, but that capital may not be available on reasonable terms, if at all, or on terms that would not cause substantial dilution to investors’ stock holdings.

 

We may need to raise capital to fund our growth or operating losses in future periods. Our forecasts are highly dependent on factors beyond our control, including market acceptance of our products and delays in deployments by businesses of applications that use our data capture products. Even if we maintain profitable operating levels, we may need to raise capital to provide sufficient working capital to fund our growth. If capital requirements vary materially from those currently planned, we may require additional capital sooner than expected. There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to us, if at all.

 

If application developers are not successful in their efforts to develop, market and sell their applications into which our software and products are incorporated, we may not achieve our sales projections.

 

We are dependent upon application developers to integrate our scanning and software products into their applications designed for mobile workers using smartphones, tablets and mobile computers, and to successfully market and sell those application products and solutions into the marketplace. We focus on serving the needs of application developers as sales of our data capture products are application driven. However, these developers may take considerable time to complete development of their applications, may experience delays in their development timelines, may develop competing applications, may be unsuccessful in marketing and selling their application products and solutions to customers, or may experience delays in customer deployments and implementations, which would adversely affect our ability to achieve our revenue projections.

 

 

Global economic conditions may have a negative impact on our business and financial condition in ways that we currently cannot predict, and may further limit our ability to raise additional funds.

 

Global economic conditions may have an impact on our business and our financial condition. We may face significant challenges if global economic growth slows down and conditions in the financial markets worsen. In particular, should these conditions cause our revenues to be materially less than forecast, we may find it necessary to initiate reductions in our expenses and defer product development programs. In addition, our ability to access the capital markets and raise funds required for our operations may be severely restricted at a time when we would like, or need, to do so, which could have an adverse effect on our ability to meet our current and future funding requirements and on our flexibility to react to changing economic and business conditions.

 

Our quarterly operating results may fluctuate in future periods, which could cause our stock price to decline.

 

We expect to experience quarterly fluctuations in operating results in the future. We generally ship orders as received, and as a result we may have little backlog. Quarterly revenues and operating results therefore depend on the volume and timing of orders received during the quarter, which are difficult to forecast. Historically, we have often recognized a substantial portion of our revenue in the last month of the quarter. This subjects us to the risk that even modest delays in orders or in the manufacture of products relating to orders received, may adversely affect our quarterly operating results. Our operating results may also fluctuate due to factors such as:

•

the demand for our products;

•

the size and timing of customer orders;

•

unanticipated delays or problems in our introduction of new products and product enhancements;

•

the introduction of new products and product enhancements by our competitors;

•

the timing of the introduction and deployments of new applications that work with our products;

•

changes in the revenues attributable to royalties and engineering development services;

•

product mix;

•

timing of software enhancements;

•

changes in the level of operating expenses;

•

competitive conditions in the industry including competitive pressures resulting in lower average selling prices;

•

timing of distributors’ shipments to their customers;

•

delays in supplies of key components used in the manufacturing of our products, and

•

general economic conditions and conditions specific to our customers’ industries.

 

 

Because we base our staffing and other operating expenses on anticipated revenues, unexpected declines or delays in the receipt of orders can cause significant variations in operating results from quarter to quarter. As a result of any of the foregoing factors, or a combination, our results of operations in any given quarter may be below the expectations of public market analysts or investors, in which case the market price of our common stock would be adversely affected.

 

In order to maintain the availability of our bank lines of credit we must remain in compliance with the covenants as specified under the terms of the credit agreements and the bank may exercise discretion in making advances to us.

 

Our credit agreements with our bank requires us to maintain cash and qualified receivables that are at least 1.75 times amounts borrowed and outstanding under the credit agreements. The agreements contain customary representations, warranties, covenants and events of default that limit our ability to incur additional liens or indebtedness, make distributions to our stockholders and make investments. The events of default entitle our bank to accelerate our obligations and require repayment of our outstanding indebtedness thereunder. These events of default include a breach of our payment obligations or covenants, a material impairment in our financial condition or ability to repay any indebtedness to our bank and the commencement of dissolution or insolvency proceedings. The agreement may be terminated by us or by our bank at any time. Upon such termination, our bank would no longer make advances under the credit agreement and outstanding advances would be repaid as receivables are collected. All advances are at our bank’s discretion and our bank is not obligated to make advances. Our bank has been granted a first priority security interest in all of our assets, including our intellectual property.

 

Deferred tax assets comprise a significant portion of our assets and are dependent upon future tax profitability to realize the benefits.

 

We have recorded deferred tax assets on our balance sheet because we believe that it is more likely than not that we will generate sufficient tax profitability in the future to realize the tax savings our deferred tax assets represent. If we do not achieve and maintain sufficient profitability, the tax savings represented by our deferred tax assets may never be realized and we would need to recognize a loss for those deferred tax assets.

 

Goodwill comprises a significant portion of our assets and may be subject to impairment write-downs in future periods which would substantially increase our losses, make it more difficult to achieve profitability, and could cause our stock price to decline.

 

We review our goodwill for impairment at least annually as of September 30th, and more often if factors suggest potential impairment. Many factors are considered in evaluating goodwill including our market capitalization, comparable companies within our industry, our estimates of our future performance, and discounted cash flow analysis. Many of these factors are highly subjective and may be negatively impacted by our financial results and market conditions in the future. We may incur goodwill impairment charges in the future and any future write-downs of our goodwill would adversely affect our operating results, make it more difficult to maintain profitability, and as a result the market price of our common stock could be adversely affected.

 

 

We may be unable to manufacture our products because we are dependent on a limited number of qualified suppliers for our components.

 

Several of our component parts are produced by one or a limited number of suppliers. Shortages or delays could occur in these essential components due to an interruption of supply or increased demand in the industry. Suppliers may choose to restrict credit terms or require advance payment causing delays in the procurement of essential materials. If we are unable to procure certain component parts, we could be required to reduce our operations while we seek alternative sources for these components, which could have a material adverse effect on our financial results. To the extent that we acquire extra inventory stocks to protect against possible shortages, we would be exposed to additional risks associated with holding inventory, such as obsolescence, excess quantities, or loss.

 

If we fail to develop and introduce new products rapidly and successfully, we will not be able to compete effectively, and our ability to generate sufficient revenues will be negatively affected.

 

The market for our products is prone to rapidly changing technology, evolving industry standards and short product life cycles. If we are unsuccessful at developing and introducing new products and services on a timely basis that include the latest technologies conform to the newest standards and that are appealing to end users, we will not be able to compete effectively, and our ability to generate significant revenues will be seriously harmed.

 

The development of new products and services can be very difficult and requires high levels of innovation. The development process is also lengthy and costly. Short product life cycles for smartphones and tablets expose our products to the risk of obsolescence and require frequent new product upgrades and introductions. We will be unable to introduce new products and services into the market on a timely basis and compete successfully, if we fail to:

•

invest significant resources in research and development, sales and marketing, and customer support;

•

identify emerging trends, demands and standards in the field of mobile computing products;

•

enhance our products by adding additional features;

•

maintain superior or competitive performance in our products; and

•

anticipate our end users’ needs and technological trends accurately.

 

We cannot be sure that we will have sufficient resources to make adequate investments in research and development or that we will be able to identify trends or make the technological advances necessary to be competitive.

 

A significant portion of our revenue currently comes from a limited number of distributors, and any decrease in revenue from these distributors could harm our business.

 

A significant portion of our revenue comes from a limited number of distributors. In the first quarter of 2017 and 2016, Ingram Micro Inc., BlueStar, Inc. and ScanSource, Inc. together represented approximately 74% and 62%, respectively, of our worldwide revenues. We expect that a significant portion of our revenue will continue to depend on sales to a limited number of distributors. We do not have long-term commitments from our distributors to carry our products, and any of our distributors may from quarter to quarter comprise a significant concentration of our revenues. Any could choose to stop selling some or all of our products at any time, and each of these companies also carries our competitors’ products. If we lose our relationship with any of our significant distributors, we would experience disruption and delays in marketing our products.

 

 

We may not be able to collect receivables from customers who experience financial difficulties.

 

Our accounts receivable are derived primarily from distributors. We perform ongoing credit evaluations of our customers’ financial conditions but generally require no collateral from our customers. Reserves are maintained for potential credit losses, and such losses have historically been within such reserves. However, our customers may be thinly capitalized and may be prone to failure in adverse market conditions. Although our collection history has been good, from time to time a customer may not pay us because of financial difficulty, bankruptcy or liquidation. If global financial conditions have an impact on our customers’ ability to pay us in a timely manner, and consequently, we may experience increased difficulty in collecting our accounts receivable, and we may have to increase our reserves in anticipation of increased uncollectible accounts.

 

We could face increased competition in the future, which would adversely affect our financial performance.

 

The market in which we operate is very competitive. Our future financial performance is contingent on a number of unpredictable factors, including that:

 

•

some of our competitors have greater financial, marketing, and technical resources than we do;

•

we periodically face intense price competition, particularly when our competitors have excess inventories and discount their prices to clear their inventories; and

•

certain manufacturers of tablets and mobile phones offer products with built-in functions, such as Bluetooth wireless technology or barcode scanning, that compete with our products.

 

Increased competition could result in price reductions, fewer customer orders, reduced margins, and loss of market share. Our failure to compete successfully against current or future competitors could harm our business, operating results and financial condition.

 

If we do not correctly anticipate demand for our products, our operating results will suffer.

 

The demand for our products depends on many factors and is difficult to forecast as we introduce and support more products, and as competition in the markets for our products intensifies. If demand is lower than forecasted levels, we could have excess production resulting in higher inventories of finished products and components, which could lead to write-downs or write-offs of some or all of the excess inventories, and reductions in our cash balances. Lower than forecasted demand could also result in excess manufacturing capacity at our third-party manufacturers and in our failure to meet minimum purchase commitments, each of which may lower our operating results.

 

 

If demand increases beyond forecasted levels, we would have to rapidly increase production at our third-party manufacturers. We depend on suppliers to provide additional volumes of components, and suppliers might not be able to increase production rapidly enough to meet unexpected demand. Even if we were able to procure enough components, our third-party manufacturers might not be able to produce enough of our devices to meet our customer demand. In addition, rapid increases in production levels to meet unanticipated demand could result in higher costs for manufacturing and supply of components and other expenses. These higher costs could lower our profit margins. Further, if production is increased rapidly, manufacturing yields could decline, which may also lower operating results.

 

We rely primarily on distributors to sell our products, and our sales would suffer if any of these distributors stops selling our products effectively.

 

Because we sell our products primarily through distributors, we are subject to risks associated with channel distribution, such as risks related to their inventory levels and support for our products. Our distribution channels may build up inventories in anticipation of growth in their sales. If such growth in their sales does not occur as anticipated, the inventory build-up could contribute to higher levels of product returns. The lack of sales by any one significant participant in our distribution channels could result in excess inventories and adversely affect our operating results and working capital liquidity.

 

Our agreements with distributors are generally nonexclusive and may be terminated on short notice by them without cause. Our distributors are not within our control, are not obligated to purchase products from us, and may offer competitive lines of products simultaneously. Sales growth is contingent in part on our ability to enter into additional distribution relationships and expand our sales channels. We cannot predict whether we will be successful in establishing new distribution relationships, expanding our sales channels or maintaining our existing relationships. A failure to enter into new distribution relationships or to expand our sales channels could adversely impact our ability to grow our sales.

 

We allow our distribution channels to return a portion of their inventory to us for full credit against other purchases. In addition, in the event we reduce our prices, we credit our distributors for the difference between the purchase price of products remaining in their inventory and our reduced price for such products. Actual returns and price protection may adversely affect future operating results and working capital liquidity by reducing our accounts receivable and increasing our inventory balances, particularly since we seek to continually introduce new and enhanced products and are likely to face increasing price competition.

 

We depend on alliances and other business relationships with third-parties, and a disruption in these relationships would hinder our ability to develop and sell our products.

 

We depend on strategic alliances and business relationships with leading participants in various segments of the mobile applications market to help us develop and market our products. Our strategic partners may revoke their commitment to our products or services at any time in the future or may develop their own competitive products or services. Accordingly, our strategic relationships may not result in sustained business alliances, successful product or service offerings, or the generation of significant revenues. Failure of one or more of such alliances could result in delay or termination of product development projects, failure to win new customers, or loss of confidence by current or potential customers.

 

 

We have devoted significant research and development resources to design products to work with a number of operating systems used in mobile devices including Apple® (iOS), Google™ (Android™) and Microsoft® (Windows®). Such design activities have diverted financial and personnel resources from other development projects. These design activities are not undertaken pursuant to any agreement under which Apple, Google or Microsoft is obligated to collaborate or to support the products produced from such collaboration. Consequently, these organizations may terminate their collaborations with us for a variety of reasons, including our failure to meet agreed-upon standards or for reasons beyond our control, such as changing market conditions, increased competition, discontinued product lines, and product obsolescence.

 

Our intellectual property and proprietary rights may be insufficient to protect our competitive position.

 

Our business depends on our ability to protect our intellectual property. We rely primarily on patent, copyright, trademark, trade secret laws, and other restrictions on disclosure to protect our proprietary technologies. We cannot be sure that these measures will provide meaningful protection for our proprietary technologies and processes. We cannot be sure that any patent issued to us will be sufficient to protect our technology. The failure of any patents to provide protection to our technology would make it easier for our competitors to offer similar products. In connection with our participation in the development of various industry standards, we may be required to license certain of our patents to other parties, including our competitors that develop products based upon the adopted standards.

 

We also generally enter into confidentiality agreements with our employees, distributors, and strategic partners, and generally control access to our documentation and other proprietary information. Despite these precautions, it may be possible for a third-party to copy or otherwise obtain and use our products, services, or technology without authorization, develop similar technology independently, or design around our patents.

 

Effective copyright, trademark, and trade secret protection may be unavailable or limited in certain foreign countries.

 

We may become subject to claims of intellectual property rights infringement, which could result in substantial liability.

 

In the course of operating our business, we may receive claims of intellectual property infringement or otherwise become aware of potentially relevant patents or other intellectual property rights held by other parties. Many of our competitors have large intellectual property portfolios, including patents that may cover technologies that are relevant to our business. In addition, many smaller companies, universities, and individuals have obtained or applied for patents in areas of technology that may relate to our business. The industry is moving towards aggressive assertion, licensing, and litigation of patents and other intellectual property rights.

 

 

If we are unable to obtain and maintain licenses on favorable terms for intellectual property rights required for the manufacture, sale, and use of our products, particularly those products which must comply with industry standard protocols and specifications to be commercially viable, our results of operations or financial condition could be adversely impacted.

 

In addition to disputes relating to the validity or alleged infringement of other parties’ rights, we may become involved in disputes relating to our assertion of our own intellectual property rights. Whether we are defending the assertion of intellectual property rights against us or asserting our intellectual property rights against others, intellectual property litigation can be complex, costly, protracted, and highly disruptive to business operations by diverting the attention and energies of management and key technical personnel. Plaintiffs in intellectual property cases often seek injunctive relief, and the measures of damages in intellectual property litigation are complex and often subjective or uncertain. Thus, any adverse determinations in this type of litigation could subject us to significant liabilities and costs.

 

New industry standards may require us to redesign our products, which could substantially increase our operating expenses.

 

Standards for the form and functionality of our products are established by standards committees. These independent committees establish standards, which evolve and change over time, for different categories of our products. We must continue to identify and ensure compliance with evolving industry standards so that our products are interoperable and we remain competitive. Unanticipated changes in industry standards could render our products incompatible with products developed by major hardware manufacturers and software developers. Should any major changes, even if anticipated, occur, we would be required to invest significant time and resources to redesign our products to ensure compliance with relevant standards. If our products are not in compliance with prevailing industry standards for a significant period of time, we would miss opportunities to sell our products for use with new hardware components from mobile computer manufacturers and OEMs, thus affecting our business.

 

Undetected flaws and defects in our products may disrupt product sales and result in expensive and time-consuming remedial action.

 

Our hardware and software products may contain undetected flaws, which may not be discovered until customers have used the products. From time to time, we may temporarily suspend or delay shipments or divert development resources from other projects to correct a particular product deficiency. Efforts to identify and correct errors and make design changes may be expensive and time consuming. Failure to discover product deficiencies in the future could delay product introductions or shipments, require us to recall previously shipped products to make design modifications, or cause unfavorable publicity, any of which could adversely affect our business and operating results.

 

 

 

The loss of one or more of our senior personnel could harm our existing business.

 

A number of our officers and senior managers have been employed for more than twenty years by us, including our President, Chief Financial Officer, Vice President of Operations and Vice President of Engineering/Chief Technical Officer. Our future success will depend upon the continued service of key officers and senior managers. Competition for officers and senior managers is intense, and there can be no assurance that we will be able to retain our existing senior personnel. The loss of one or more of our officers or key senior managers could adversely affect our ability to compete.

 

The expensing of options will continue to reduce our operating results such that we may find it necessary to change our business practices to attract and retain employees.

 

Historically, we have used stock options as a key component of our employee compensation packages. We believe that stock options provide an incentive to our employees to maximize long-term stockholder value and, through the use of vesting, encourage valued employees to remain with us. The expensing of employee stock options adversely affects our net income and earnings per share, will continue to adversely affect future quarters, and will make profitability harder to achieve. In addition, we may decide in response to the effects of expensing stock options on our operating results to reduce the number of stock options granted to employees or to grant options to fewer employees. This could adversely affect our ability to retain existing employees and attract qualified candidates, and also could increase the cash compensation we would have to pay to them.

 

If we are unable to attract and retain highly skilled sales and marketing and product development personnel, our ability to develop and market new products and product enhancements will be adversely affected.

 

We believe our ability to achieve increased revenues and to develop successful new products and product enhancements will depend in part upon our ability to attract and retain highly skilled sales and marketing and product development personnel. Our products involve a number of new and evolving technologies, and we frequently need to apply these technologies to the unique requirements of mobile products. Our personnel must be familiar with both the technologies we support and the unique requirements of the products to which our products connect. Competition for such personnel is intense, and we may not be able to attract and retain such key personnel. In addition, our ability to hire and retain such key personnel will depend upon our ability to raise capital or achieve increased revenue levels to fund the costs associated with such key personnel. Failure to attract and retain such key personnel will adversely affect our ability to develop and market new products and product enhancements.

 

Our operating results could be harmed by economic, political, regulatory and other risks associated with export sales.

 

Our operating results are subject to the risks inherent in export sales, including:

•

longer payment cycles;

•

unexpected changes in regulatory requirements, import and export restrictions and tariffs;

•

difficulties in managing foreign operations;

•

the burdens of complying with a variety of foreign laws;

•

greater difficulty or delay in accounts receivable collection;

•

potentially adverse tax consequences; and

•

political and economic instability.

 

Our export sales are primarily denominated in Euros for our sales to European distributors. Accordingly, an increase in the value of the United States dollar relative to Euros could make our products more expensive and therefore potentially less competitive in European market. Declines in the value of the Euro relative to the United States dollar may result in foreign currency losses relating to collection of Euro denominated receivables if left unhedged.

 

Our operations are vulnerable to interruption by fire, earthquake, power loss, telecommunications failure, and other events beyond our control.

 

Our corporate headquarters is located near an earthquake fault. The potential impact of a major earthquake on our facilities, infrastructure, and overall business is unknown. Additionally, we may experience electrical power blackouts or natural disasters that could interrupt our business. Should a disaster be widespread, such as a major earthquake, or result in the loss of key personnel, we may not be able to implement our disaster recovery plan in a timely manner. Any losses or damages incurred by us as a result of these events could have a material adverse effect on our business.

 

Failure to maintain effective internal controls could have a material adverse effect on our business, operating results and stock price.

 

We have evaluated and will continue to evaluate our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires an annual management assessment of the design and effectiveness of our internal control over financial reporting. If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

 

The sale of a substantial number of shares of our common stock could cause the market price of our common stock to decline.

 

Sales of a substantial number of shares of our common stock in the public market could adversely affect the market price for our common stock. The market price of our common stock could also decline if one or more of our significant stockholders decided for any reason to sell substantial amounts of our common stock in the public market.

 

 

As of May 3, 2017, we had 5,966,565 shares of common stock outstanding. Substantially all of these shares are freely tradable in the public market, either without restriction or subject, in some cases, only to S-3 prospectus delivery requirements and, in other cases, only to manner of sale, volume, and notice requirements of Rule 144 under the Securities Act.

 

As of May 3, 2017, we had 2,234,486 shares of common stock subject to outstanding options under our stock option plans, and 168,856 shares of common stock were available for future issuance under the plans. We have registered the shares of common stock subject to outstanding options and reserved for issuance under our stock option plans. Accordingly, the shares of common stock underlying vested options will be eligible for resale in the public market as soon as the options are exercised.

 

As of May 3, 2017, we had $752,625 in subordinated convertible notes payable. Up to 931,313 shares of common stock could be issued for conversion of the notes plus all accrued interest thru March 31, 2017.

 

 

Volatility in the trading price of our Common Stock could negatively impact the price of our Common Stock.

 

During the period from January 1, 2016 through May 3, 2017, our common stock price fluctuated between a high of $4.90 and a low of $1.82. We have experienced low trading volumes in our stock, and thus relatively small purchases and sales can have a significant effect on our stock price. The trading price of our common stock could be subject to wide fluctuations in response to many factors, some of which are beyond our control, including general economic conditions and the outlook of securities analysts and investors on our industry. In addition, the stock markets in general, and the markets for high technology stocks in particular, have experienced high volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.

 

 

 

 

 

 

 

 

 

  

Item 6. Exhibits

 

Exhibits

 

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

SOCKET MOBILE, INC.

Registrant

 

 

Date: May 12, 2017	/s/ Kevin J. Mills
	Kevin J. Mills
	President and Chief Executive Officer
	(Duly Authorized Officer and Principal Executive Officer)

 

 

Date: May 12, 2017	/s/ David W. Dunlap
	David W. Dunlap
	Vice President of Finance and Administration and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

 

 

 

 

 

Index to Exhibits

 

 

Exhibit Number

Description

 

 

 

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.