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 September 30, 1999 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 No. 0-21808 INTERLINK ELECTRONICS, INC. (Exact name of registrant as specified in its charter) Delaware 77-0056625 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 546 Flynn Road Camarillo, California 93012 (Address of principal (Zip Code) executive offices) (805) 484-8855 (Registrant's telephone number, including area code) Not applicable. (Former name, former address and former fiscal year if changed since last report.) 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 [ ] Shares of Common Stock Outstanding, at November 5, 1999: 5,389,891 1 INTERLINK ELECTRONICS, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) - -------------------------------------------------------------------------------- September 30, December 31, Assets 1999 1998 ------------- ------------- (Unaudited) Current assets: Cash and cash equivalents $ 6,619 $ 3,900 Accounts receivable, less allowance for doubtful accounts of $628 and $462 in 1999 and 1998, respectively 6,616 6,758 Inventories 6,954 6,796 Prepaid expenses and other current assets 907 174 ------------- ------------- Total current assets 21,096 17,628 ------------- ------------- Property and equipment, net 1,217 1,561 Patents and trademarks, less accumulated amortization of $714 and $640 in 1999 and 1998, respectively 203 277 Other assets 137 111 ------------- ------------- Total assets $ 22,653 $ 19,577 ============= ============= Liabilities and Stockholders' Equity Current liabilities: Bank line of credit $ - $ 132 Current maturities of long-term debt and capital lease obligations 379 498 Accounts payable 2,018 2,220 Accrued payroll and expenses 2,272 639 ------------- ------------- Total current liabilities 4,669 3,489 ------------- ------------- Long term debt, net of current portion 1,439 1,074 Capital lease obligations, net of current portion 202 349 Commitments and contingencies - - Stockholders' equity: Common stock (40,000 shares authorized 5,373 and 5,216 outstanding at September 30, 1999 and December 31, 1998, respectively) 25,144 24,694 Accumulated other comprehensive income (18) 216 Accumulated deficit (8,783) (10,245) ------------- ------------- Total stockholders' equity 16,343 14,665 ------------- ------------- Total liabilities and stockholders' equity $ 22,653 $ 19,577 ============= ============= The accompanying notes are an integral part of these consolidated financial statements. 2 INTERLINK ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE DATA) - -------------------------------------------------------------------------------- Three Month Period Nine Month Period Ended September 30, Ended September 30, 1999 1998 1999 1998 -------- --------- --------- --------- Revenues $ 7,207 $ 5,231 $ 20,668 $ 15,739 Cost of revenues 4,573 3,307 12,967 9,851 -------- --------- --------- --------- Gross profit 2,634 1,924 7,701 5,888 Operating expense: Product development and research 543 403 1,629 1,207 Selling, general and administrative 1,431 1,264 4,373 4,193 -------- --------- --------- --------- Total operating expense 1,974 1,667 6,002 5,400 -------- --------- --------- --------- Operating income 660 257 1,699 488 -------- --------- --------- --------- Other income (expense): Interest income (expense) (9) (18) 47 (24) Income taxes (105) - (252) - Other expense - (375) (32) (415) -------- ---------- --------- ---------- Total other expense (114) (393) (237) (439) -------- --------- --------- ---------- Net income $ 546 $ (136) $ 1,462 $ 49 ======== ========= ========= ========= Earnings per share - basic $ .10 $ .03 $ .28 $ .01 ======== ========= ========= ========= Earnings per share - diluted $ .08 $ .03 $ .23 $ .01 ======== ========= ========= ========= Weighted average shares - basic 5,341 5,215 5,261 5,211 ======== ========= ========= ========= Weighted average shares - diluted 6,821 5,215 6,481 5,211 ======== ========= ========= ========= The accompanying notes are an integral part of these consolidated financial statements. 3 INTERLINK ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) - -------------------------------------------------------------------------------- Nine Month Period Ended September 30, ------------------- Cash flows from operating activities: 1999 1998 ------- ------- Net income $ 1,462 $ 49 Adjustments to reconcile net income to net cash used for operating activities: Provisions for bad debts 166 45 Depreciation and amortization 583 472 Changes in operating assets and liabilities: Accounts receivable (24) 371 Inventories (158) (1,899) Prepaid expenses and other current assets (733) (113) Other assets (26) 40 Accounts payable (202) (125) Accrued payroll and expenses 1,633 47 ------- ------- Net cash provided by (used for) operating activities 2,701 (1,113) Cash flows from investing activities: Purchases of property and equipment (165) (308) ------- ------- Net cash used for investing activities (165) (308) Cash flows from financing activities: Borrowings on credit line - 548 Payments on credit line (132) (804) Borrowings on notes payable to bank 556 796 Principal payments on notes payable to bank (191) (52) Proceeds from sale/leaseback - 332 Principal payments on capital lease obligations (266) (415) Proceeds from issuance of common stock, net 450 62 ------- ------- Net cash provided by financing activities 417 467 ------- ------- Effect of exchange rate changes on cash (234) 191 ------- ------- Increase (decrease) in cash and cash equivalents 2,719 (763) Cash and cash equivalents at beginning of period 3,900 4,176 ------- ------- Cash and cash equivalents at end of period $ 6,619 $ 3,413 ======= ======= Supplemental disclosures of cash flow information: Interest paid $ 81 $ 89 Income taxes paid $ 1 $ 1 The accompanying notes are an integral part of these consolidated financial statements. 4 INTERLINK ELECTRONICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE UNAUDITED NINE MONTHS ENDED SEPTEMBER 30, 1999 - ------------------------------------------------------ 1. Basis of Presentation of Interim Financial Data The financial information herein for the three month and nine month periods ended September 30, 1999 and 1998 is unaudited; however, such information reflects all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of results for the interim periods. The interim statements should be read in conjunction with the financial statements and the notes thereto included in the Interlink Electronics, Inc. Form 10-K for the fiscal year ended December 31, 1998. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. 2. Comprehensive Income The following table provides the data required to calculate comprehensive income: (In Thousands) --------------------------------------------- Accumulated Other Comprehensive Comprehensive Income Income ----------------- ----------------- Balance at December 31, 1998 $ 216 - Translation adjustment (234) $ (234) Net income - 1,462 ----------------- ----------------- Balance at September 30, 1999 $ (18) $ 1,228 ================= ================= 5 INTERLINK ELECTRONICS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- RESULTS OF OPERATIONS For the three and nine month periods ended September 30, 1999, revenues grew 38% and 31%, respectively as compared to the same periods of 1998. This revenue growth is a result of the Company's focus on developing and marketing computer pointing devices based on the Company's patented technologies, primarily in the computerized presentation projector market. The Company has established relationships with most of the major Original Equipment Manufacturers (OEM's) in the computerized presentation projector market and currently derives approximately two-thirds of its revenue from that market. Many of these OEM's reside in Japan (however the majority of the end-user customer base is in the United States) and accordingly approximately 50% of the Company's revenues come from Japanese customers. As result the Company is subject to foreign currency exchange rate fluctuations, primarily yen/dollar. As a percent of revenues, gross profit was 37% for both the third quarter of 1999 and 1998. The Company expects gross profit percentages to vary slightly from the current level depending on the mix of high volume OEM business versus low volume OEM business or non OEM business. Product development and research expenses were 8% of revenues for the third quarter of 1999, as compared to 8% for the same period in 1998, as the Company continues to develop products based on its proprietary VersaPoint, VersaPad and RemoteLink Technologies. Given the industries the Company participates in, management expects research and development costs, as a percent of revenues, to remain at or near the current level. For the third quarter ending September 30, 1999, selling, general and administrative costs (SG&A) declined to 20% of revenues, as compared to 24% for the same period of 1998. The decrease resulted from the leveraging of fixed SG&A costs over a higher sales base and the greater mix of OEM sales which carry a relatively lower SG&A requirement. LIQUIDITY AND CAPITAL RESOURCES At September 30, 1999, working capital totaled $16.3 million as compared to $14.1 million at December 31, 1998. This increase is primarily a result of the Company's positive results from operations, additional bank debt and proceeds from the exercise of employee stock options. For the nine months ended September 30, 1999, operations generated $2.7 million in cash due primarily to positive results from operations and improved accounts receivable management. For the first nine months of 1999, investing activities consisted of the purchase of production equipment. For the nine months ended September 30, 1999, financing activities primarily consisted of borrowings from Japanese banks, partially offset by the repayment of capital lease and other debt obligations. Additional cash inflows were derived from the exercise of employee stock options. Year 2000 Issues The Company has assessed the Year 2000 compliance of each of the products it currently manufactures and sells. The Company believes each of those products and their component parts is Year 2000 compliant. 6 The Company has assessed the sensitivity of its internal manufacturing control, accounting and information management systems and determined that a majority of its systems have no material Year 2000 deficiencies. The Company has developed and is implementing a strategy to identify and eliminate any remaining system deficiencies. In the fourth quarter of 1998 the Company requested each of its suppliers of critical parts and services to provide information to the Company about the entity's anticipated Year 2000 compliance. To date, the Company has not received notice of or become aware of any material Year 2000 deficiency by a significant vendor, financial institution or customer. At this time, the Company believes costs incurred in responding to other parties' Year 2000 computer system deficiencies, together with the cost of any required modifications to the Company's ancillary systems, will not have a material impact on the Company's results of operations or financial condition. This analysis may be modified as the Company receives responses from its parts and services suppliers. Deficiencies not cured could severely impact the Company's ability to meet the above cost estimate, timeline and its ability to operate efficiently beyond January 1, 2000. In its analysis, the Company has assumed that basic public utilities such as gas, electric and telephone services will continue to be available for operations of the Company on and after January 1, 2000. If this assumption proves incorrect, the operations of the affected location would be materially adversely affected for the duration of the interruption. FORWARD LOOKING STATEMENTS From time to time the Company may issue forward-looking statements that involve a number of risks and uncertainties. The following are among the factors that could cause actual results to differ materially from the forward-looking statements: business conditions and growth in the electronics industry and general economies, both domestic and international; lower than expected customer orders, delays in receipt of orders or cancellation of orders; competitive factors, including increased competition, new product offerings by competitors and price pressures; the availability of third party parts and supplies at reasonable prices; changes in product mix; significant quarterly performance fluctuations due to the receipt of a significant portion of customer orders and product shipments in the last month of each quarter; and product shipment interruptions due to manufacturing problems. The forward looking statements contained in this document regarding industry trends, revenue and product mix, costs and gross profit expectations, product development costs, operating expense improvements, cash flow, foreign currency exchange risk, year 2000 compliance and future business activities should be considered in light of these factors. Foreign Currency Exchange Risk The Company enters into foreign exchange forward contracts to hedge certain revenue exposures against future movements in foreign exchange rates. Gains and losses on the forward contracts are largely offset by gains and losses on the underlying exposure and consequently a sudden or significant change in foreign exchange rates would not have a material impact on future net income or cash flows. Item 6. Exhibits and Reports on Form 8-K. a) Exhibits 27 Financial Data Schedule b) Reports on From 8-K 7 No Reports on Form 8-K have been filed during the period for which this Report is filed. Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 15, 1999. INTERLINK ELECTRONICS, INC. (Registrant) PAUL D. MEYER - ------------- Paul D. Meyer Chief Financial Officer