SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
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. 0-21858
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, California93012 93012
(Address of principal executive offices) (Zip Code)
(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 July 25, 2000: 8,854,701
1
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTERLINK ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
- -------------------------------------------------------------------------------
June 30, December 31,
2000 1999
-------- --------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 8,158 $ 7,492
Accounts receivable, less allowance for doubtful
accounts of $640 and $569 in 2000 and 1999,
respectively 5,919 7,056
Inventories 9,293 7,928
Prepaid expenses and other current assets 1,002 173
-------- --------
Total current assets 24,372 22,649
-------- --------
Property and equipment, net 1,692 1,559
Patents and trademarks, less accumulated
amortization of $800 and $690
in 2000 and 1999, respectively 260 282
Other assets 119 217
-------- --------
Total assets $26,443 $24,707
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt
and capital lease obligations $ 480 $ 518
Accounts payable 2,826 3,041
Accrued payroll and related expenses 895 957
Other accrued expenses 467 489
-------- --------
Total current liabilities 4,668 5,005
-------- --------
Minority Interest 31 31
Long term debt and capital lease obligations,
net of current portion 2,447 1,424
Commitments and contingencies - -
Stockholders' equity:
Common stock, $0.00001 par value (50,000
shares authorized 8,829 and 8,553 shares
outstanding at June 30, 2000 and December
31, 1999, respectively) 26,727 26,197
Accumulated other comprehensive income (loss) (73) 187
Accumulated deficit (7,357) (8,137)
-------- --------
Total stockholders' equity 19,297 18,247
-------- --------
Total liabilities and stockholders' equity $26,443 $24,707
======== ========
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 Six Month Period
Ended June 30, Ended June 30,
------------------ ----------------
2000 1999 2000 1999
-------- ------- ------- -------
Revenues $8,257 $6,958 $15,942 $13,461
Cost of revenues 4,661 4,287 9,432 8,394
-------- ------- ------- -------
Gross profit 3,596 2,671 6,510 5,067
Operating expense:
Product development
and research 955 565 1,574 1,086
Selling, general and
administrative 1,790 1,532 3,301 2,942
-------- ------- ------- -------
Total operating expense 2,745 2,097 4,875 4,028
-------- ------- ------- -------
Operating income 851 574 1,635 1,039
-------- ------- ------- -------
Other income (expense):
Interest income/expense
(net) 12 39 21 54
Cost of cancelled equity
offering (769) - (769) -
Other income (expense) (26) (30) 37 (30)
-------- ------- ------- -------
Total other income
(expense) (783) 9 (711) 24
-------- ------- ------- -------
Income before provision
for income taxes 68 583 924 1,063
-------- ------- ------- -------
Income taxes - (75) (144) (147)
-------- ------- ------- -------
Net income $ 68 $ 508 $ 780 $ 916
======== ======= ======= =======
Earnings per share - basic $ .01 $ .07 $ .09 $ .12
======== ======= ======= =======
Earnings per share - diluted $ .01 $ .05 $ .07 $ .10
======== ======= ======= =======
Weighted average
shares - basic 8,778 7,881 8,677 7,854
======== ======= ======= =======
Weighted average
shares - diluted 11,311 9,750 11,250 9,231
======== ======= ======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
3
INTERLINK ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
- -------------------------------------------------------------------------------
Six Month Period
Ended June 30,
------------------------
2000 1999
----------- ---------
Cash flows from operating activities:
Net income $ 780 $ 916
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Provisions for bad debts 20 107
Depreciation and amortization 430 452
Changes in operating assets and liabilities:
Accounts receivable 1,117 1,505
Inventories (1,365) (543)
Prepaid expenses and other current assets (829) (415)
Other assets 98 (37)
Accounts payable (215) (379)
Accrued payroll and expenses (84) 726
----------- ---------
Net cash provided by (used in)
operating activites (48) 2,332
Cash flows from investing activities:
Purchases of property and equipment (503) (134)
Costs of patents and trademarks (38) -
----------- ---------
Net cash used in investing activities (541) (134)
Cash flows from financing activities:
Payments on bank line of credit - (8)
Borrowings on notes payable to bank 1,305 386
Principal payments on notes payable to bank (215) (165)
Principal payments on capital lease obligations (105) (192)
Proceeds from issuance of common stock, net 530 261
----------- ---------
Net cash provided by financing activities 1,515 282
----------- ---------
Effect of exchange rate changes on cash (260) (239)
----------- ---------
Increase in cash and cash equivalents 666 2,241
Cash and cash equivalents:
Beginning of period 7,492 3,900
End of period $ 8,158 $ 6,141
=========== =========
Supplemental disclosures of cash flow information:
Interest paid $ 42 $ 23
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 SIX MONTHS ENDED JUNE 30,2000 (UNAUDITED)
- ---------------------------------------------
1. BASIS OF PRESENTATION OF INTERIM FINANCIAL DATA
The financial information for the three month and six month periods ended
June 30, 2000 and 1999 included in this report 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 related
notes included in the Interlink Electronics, Inc. Form 10-K for the fiscal
year ended December 31, 1999.
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, 1999 $ 187
Translation adjustment (260) $ (260)
Net income 780
------------------- --------------
Balance at June 30, 2000 $ (73) $ 520
------------------- --------------
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RECENT EVENTS
Revenues from our Japanese subsidiary continue to be approximately 45-50% of
consolidated revenues.
In June of this year, we canceled the follow-on public stock offering of 2.5
million shares which was initiated in March of this year.
In June of this year, we announced the enhancement of our license agreement
with International Electronics & Engineering (IEE). IEE pays us license fees
on the use of Force Sensing Resistor (FSR) technology for auto safety systems.
RESULTS OF OPERATIONS
Revenues grew 19% from $7 million in the three month period ended June 30,
1999 to $8.3 million in the three month period ended June 30, 2000 and grew
18% from $13.5 million in the six month period ended June 30, 1999 to $15.9
million for the same period of 2000. This revenue growth is a result
primarily of a 31% increase in sales to OEMs in the business communication
market. Sales to this market constituted approximately 61% of our total
revenues for the six month period ended June 30, 2000. In addition, we
recorded revenue in two newer market areas, broadband home entertainment and
e-transactions. These areas constituted approximately 9% and 3% of our total
revenues for the first half of 2000, respectively. Sales of specialty
components accounted for approximately 27% of total revenues for the six
month period ended June 30, 2000.
Gross profit increased 35% from $2.7 million in the three month period ended
June 30, 1999 to $3.6 million in the same period of 2000 and increased 28%
from $5.1 million in the first six months of 1999 to $6.5 million in the same
period of 2000. As a percentage of revenues, gross profit increased from
38.4% for the three month period ended June 30, 1999 to 43.6% for the same
period in 2000 and improved from 37.6% in the first half of 1999 to 40.8% of
the same period in 2000. These increases reflect increased sales of higher
margin products to the broadband home entertainment and e-transactions
markets and the impact of the additional licensing revenue recorded in the
second quarter of 2000 resulting from the expanded licensing agreement with
International Electronics and Engineering (IEE).
Product development and research expense increased 69% from $565,000 for the
three month period ended June 30, 1999 to $955,000 for the same period in
2000 and increased 45% from $1.1 million in the first six months of 1999 to
$1.6 million in the same period of 2000. As a percentage of revenues,
product development and research expense increased from 8.1% for the three
month period ended June 30, 1999 to 11.6% for the same period in 2000 and
increased from 8.1% in the first half of 1999 to 9.9% in the same period of
2000. The increases resulted primarily from our continued development of
products based on our proprietary VERSAPOINT and REMOTELINK technologies and
the development of the INTUITOUCH broadband home entertainment interface
system.
Selling, general and administrative (SG&A) expense increased 17% from $1.5
million for the three month period ended June 30, 1999 to $1.8 million for
the same period in 2000 and increased 12% from $2.9 million in the first half
of 1999 to $3.3 million in the same period of 2000. As a percentage of
revenues, SG&A expense decreased from 22% for the three month period ended
June 30, 1999 to 21.7% for the same period in 2000 and decreased from 21.9%
in the first half of 1999 to 20.7% in the same period of 2000. The decrease
resulted from the amortization of a relatively stable SG&A burden over
increased sales.
Operating income improved from $574,000 or 8.2% of revenues in the three
month period ended June 30, 1999 to $851,000 or 10.3% of revenues for the
same period of 2000 and increased from $1 million or 7.7% of revenues for the
first six months of 1999 to $1.6 million or 10.3% of revenues for same period
of 2000.
6
In the three-month period ended June 30, 2000, we recorded a one-time,
non-operating charge of $769,000 related to the expenses of our cancelled
follow-on public stock offering.
Income taxes as a percentage of income before provision for income taxes
increased from 13.8% for the six-month period ended June 30, 1999 to 15.6%
for the same period in 2000. The increase in the income tax rate is due to
the greater impact of the results from our Japanese subsidiary, which is
taxed at a higher rate.
Net income decreased from $508,000 or 7.3% of revenues for the quarter ended
June 30, 1999 to $68,000 or 0.8% of revenues for the same quarter in 2000 and
decreased from $916,000 or 6.8% of revenues in the six months ended June 30,
1999 to $780,000 or 4.9% of revenues. The decreases are a result of the
one-time, non-operating charge from the cancelled offering offsetting good
revenue and operating income growth.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, working capital totaled $19.7 million as compared to $17.6
million at December 31, 1999. This increase is primarily a result of the
positive results from operations and additional bank debt.
For the six month period ended June 30, 2000, operations was essentially
break-even from a cash flow perspective.
For the six month period ended June 30, 2000, investing activities consumed
$541,000 in cash, consisting primarily of the purchase of production
equipment.
For the six month period ended June 30, 2000, financing activities provided
$1.5 million in cash, consisting primarily of borrowings from Japanese banks
and the proceeds of the exercise of employee stock options partially offset
by the repayment of capital lease and other debt obligations. Our U.S. and
Japanese Bank lines of credit, totaling a combined $4.1 million, were unused
as of June 30, 2000. We also believe there a number of sources available for
the leasing of equipment. The exercise of outstanding stock options is a
potential source of equity capital that may be available to us. We believe
that our current cash balances, lines of credit and operating cash flow will
allow us to fund our operations for at least the next 12 months. However, an
unforeseen downturn of results in sufficient magnitude could effect our
ability to meet that forecast.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We entered 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.
FORWARD-LOOKING STATEMENTS
This report on Form 10-Q contains statements that constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements involve a number of risks and
uncertainties. These risks may include the following:
- - the correctness of the assumptions upon which our new business plan is
based;
- - the amount or timing of growth in the markets to which we sell our products;
- - fluctuations in our operating results;
7
- - dependence on one or more customers or limited market or geographic areas;
- - our ability to implement our new business strategy of developing products
for the home entertainment and e-transactions markets;
- - risks related to international sales and manufacturing;
- - fluctuations in the value of foreign currencies;
- - our ability to develop and introduce new products to respond to evolving
industry requirements;
- - failure of the home entertainment and e-transactions markets to adopt our
technology;
- - failure to attract and retain qualified individuals for critical positions;
- - failure to manage our growth effectively;
- - reliance on others for significant aspects of our manufacturing;
- - interruptions in the supply of any significant FSR sensor or other
component;
- - performance, reliability or quality problems with our products;
- - federal, state and international legislation and regulation affecting
e-commerce;
- - adoption of technologies and standards by electronics manufacturers and
service providers;
- - reliance on others for significant aspects of our technology development; and
- - industry downturns in the markets we serve.
The following, in addition to the risk factors described above, are among the
factors that could cause actual results to differ materially from the
forward-looking statements: an unexpected change in business conditions or a
slowdown in 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; 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
Report on Form 10-Q regarding industry trends, revenue and product mix, costs
and gross profit expectations, income taxes, revenue growth, product
development and marketing and sales expenses, cash flow, foreign currency
exchange risk and future business activities should be considered in light of
these factors.
8
PART II -- OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 27, 2000 at the Company's Annual Meeting of Stockholders, the holders
of the Company's outstanding common stock took actions described below. At
April 27, 2000, the record date, 8,781,422 shares of common stock were
outstanding and eligible to vote at the Annual Meeting of Stockholders.
1. By the vote indicated below, the stockholders re-elected John A. Buckett
II and Merritt Lutz to the Company's Board of Directors to serve for three
year terms:
For John A. Buckett II:
7,353,522 Shares in favor
0 Shares against
387,021 Shares withheld
For Merritt Lutz:
7,353,522 Shares in favor
0 Shares against
387,021 Shares withheld
2. By the vote indicated below, the stockholders approved the amendment to
the certificate of incorporation to increase the number of authorized
shares of common stock from 15,000,000 to 50,000,000.
6,165,298 Shares in favor
1,517,180 Shares against
12,003 Shares withheld
3. By the vote indicated below, the stockholders approved the proposed
amendments to the Company's 1996 Stock Incentive Plan.
3,232,867 Shares in favor
1,903,905 Shares against
34,407 Shares withheld
4. By the vote indicated below, the stockholders ratified the appointment
of Arthur Andersen LLP as the Company's independent auditors for the
fiscal year ending December 31, 2000.
7,656,196 Shares in Favor
18,404 Shares against
19,881 Shares withheld
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) EXHIBITS
27 Financial Data Schedule
9
b) REPORTS ON FORM 8-K
No Reports on Form 8-K have been filed during the period for which
this Report is filed.
10
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.
INTERLINK ELECTRONICS, INC.
DATE: August 7, 2000 PAUL D. MEYER
---------------------------
Paul D. Meyer
Chief Financial Officer
(Principal Financial and
Accounting Officer)
11