bsqr-10q_20180331.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended March 31, 2018  

OR

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

For the transition period from                      to                     

Commission File Number: 000-27687

 

BSQUARE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Washington

 

91-1650880

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

110 110th Avenue NE, Suite 300,

Bellevue WA

 

98004

(Address of principal executive offices)

 

(Zip Code)

(425) 519-5900

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes     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     No  

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

  (Do not check if a smaller reporting company)

Smaller reporting company

 

 

 

 

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

The number of shares of common stock outstanding as of April 30, 2018: 12,690,868

 

 

 

 


BSQUARE CORPORATION

FORM 10-Q

For the Quarterly Period Ended March 31, 2018

TABLE OF CONTENTS

 

 

 

 

 

 

Page

 

 

PART I. FINANCIAL INFORMATION

 

 

 

Item 1

 

Financial Statements

 

 

3

Item 2

 

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

 

 

14

Item 3

 

Quantitative and Qualitative Disclosures About Market Risk

 

 

18

Item 4

 

Controls and Procedures

 

 

18

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1A

 

Risk Factors

 

 

18

Item 5

 

Other Information

 

 

18

Item 6

 

Exhibits

 

 

19

 

 

Signatures

 

 

20

 

 

 

2


PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements

BSQUARE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

 

 

 

March 31, 2018

 

 

December 31, 2017

 

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

10,692

 

 

$

12,859

 

Short-term investments

 

 

10,743

 

 

 

11,895

 

Accounts receivable, net of allowance for doubtful accounts of $50 at March 31, 2018 and $50 at December 31, 2017

 

 

16,712

 

 

 

18,014

 

Prepaid expenses and other current assets

 

 

832

 

 

 

548

 

Contract assets

 

 

934

 

 

 

937

 

Total current assets

 

 

39,913

 

 

 

44,253

 

Equipment, furniture and leasehold improvements, net

 

 

954

 

 

 

989

 

Intangible assets, net

 

 

341

 

 

 

365

 

Goodwill

 

 

3,738

 

 

 

3,738

 

Other non-current assets including contract assets

 

 

164

 

 

 

89

 

Total assets

 

$

45,110

 

 

$

49,434

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Third-party software fees payable

 

$

10,689

 

 

$

10,547

 

Accounts payable

 

 

279

 

 

 

375

 

Accrued compensation

 

 

1,902

 

 

 

2,266

 

Other accrued expenses

 

 

1,114

 

 

 

681

 

Deferred rent, current portion

 

 

343

 

 

 

339

 

Deferred revenue

 

 

962

 

 

 

3,219

 

Total current liabilities

 

 

15,289

 

 

 

17,427

 

Deferred rent

 

 

429

 

 

 

516

 

Deferred revenue

 

 

52

 

 

 

61

 

Shareholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, no par: 10,000,000 shares authorized; no shares issued and outstanding

 

 

 

 

 

 

Common stock, no par: 37,500,000 shares authorized; 12,688,791 issued and outstanding at March 31, 2018 and 12,664,489 issued and outstanding at December 31, 2017

 

 

137,965

 

 

 

137,622

 

Accumulated other comprehensive loss

 

 

(915

)

 

 

(916

)

Accumulated deficit

 

 

(107,710

)

 

 

(105,276

)

Total shareholders' equity

 

 

29,340

 

 

 

31,430

 

Total liabilities and shareholders' equity

 

$

45,110

 

 

$

49,434

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to condensed consolidated financial statements.

3


BSQUARE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Revenue:

 

 

 

 

 

 

 

 

Third-party software

 

$

16,064

 

 

$

16,797

 

Proprietary software

 

 

1,795

 

 

 

2,654

 

Professional engineering service

 

 

2,819

 

 

 

3,390

 

Total revenue

 

 

20,678

 

 

 

22,841

 

Cost of revenue:

 

 

 

 

 

 

 

 

Third-party software

 

 

13,354

 

 

 

14,082

 

Proprietary software

 

 

41

 

 

 

32

 

Professional engineering service

 

 

2,083

 

 

 

2,474

 

Total cost of revenue

 

 

15,478

 

 

 

16,588

 

Gross profit

 

 

5,200

 

 

 

6,253

 

Operating expenses:

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

5,448

 

 

 

4,865

 

Research and development

 

 

2,230

 

 

 

1,347

 

Total operating expenses

 

 

7,678

 

 

 

6,212

 

Income (loss) from operations

 

 

(2,478

)

 

 

41

 

Other income, net

 

 

44

 

 

 

55

 

Income (loss) before income taxes

 

 

(2,434

)

 

 

96

 

Income tax benefit

 

 

 

 

 

106

 

Net income (loss)

 

$

(2,434

)

 

$

202

 

Basic income (loss) per share

 

$

(0.19

)

 

$

0.02

 

Diluted income (loss) per share

 

$

(0.19

)

 

$

0.02

 

Shares used in per share calculations:

 

 

 

 

 

 

 

 

Basic

 

 

12,673

 

 

 

12,550

 

Diluted

 

 

12,673

 

 

 

12,848

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(2,434

)

 

$

202

 

Other comprehensive loss

 

 

 

 

 

 

 

 

Foreign currency translation, net of tax

 

 

(11

)

 

 

(7

)

Unrealized gain on investments, net of tax

 

 

10

 

 

 

5

 

Total other comprehensive loss

 

 

(1

)

 

 

(2

)

Comprehensive income (loss)

 

$

(2,435

)

 

$

200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to condensed consolidated financial statements.

 

4


BSQUARE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(2,434

)

 

$

202

 

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

141

 

 

 

153

 

Stock-based compensation

 

 

331

 

 

 

399

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

1,302

 

 

 

5,078

 

Contract assets, current

 

 

3

 

 

 

203

 

Prepaid expenses and other assets

 

 

(359

)

 

 

(617

)

Third-party software fees payable

 

 

142

 

 

 

(5,720

)

Accounts payable and accrued expenses

 

 

(27

)

 

 

(41

)

Deferred revenue

 

 

(2,266

)

 

 

(1,804

)

Deferred rent

 

 

(83

)

 

 

(76

)

Net cash used in operating activities

 

 

(3,250

)

 

 

(2,223

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of equipment and furniture

 

 

(82

)

 

 

(83

)

Proceeds from maturities of short-term investments

 

 

6,125

 

 

 

9,750

 

Purchases of short-term investments

 

 

(4,983

)

 

 

(12,146

)

Net cash provided by (used in) investing activities

 

 

1,060

 

 

 

(2,479

)

Cash flows from financing activities—proceeds from exercise of stock options

 

 

12

 

 

 

91

 

Effect of exchange rates on cash

 

 

11

 

 

 

3

 

Net decrease in cash and cash equivalents

 

 

(2,167

)

 

 

(4,608

)

Cash and cash equivalents, beginning of period

 

 

12,859

 

 

 

14,312

 

Cash and cash equivalents, end of period

 

$

10,692

 

 

$

9,704

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to condensed consolidated financial statements.

 

5


BSQUARE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of BSQUARE Corporation (“BSQUARE”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting and include the accounts of BSQUARE and our wholly owned subsidiaries. In the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), prior period software revenue has been separately presented as third-party software and proprietary software to conform to current period presentation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, the unaudited condensed consolidated financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of March 31, 2018, and our operating results and cash flows for the three months ended March 31, 2018 and 2017. The accompanying financial information as of December 31, 2017 is derived from audited financial statements. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Examples include provisions for bad debts and income taxes, estimates of progress on professional engineering service arrangements and bonus accruals. Actual results may differ from these estimates. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017. All intercompany balances have been eliminated.

Recently Issued Accounting Standards

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (“ASU 2016-02”), to make leasing activities more transparent and comparable, requiring most leases to be recognized by lessees on their balance sheets as right-of-use assets, along with corresponding lease liabilities. ASU 2016-02 is effective for annual periods beginning after December 31, 2018 and interim periods within that year, with early adoption permitted. We are currently evaluating the impact this ASU may have on our consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), simplifying how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. ASU 2017-04 is effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted on testing dates after January 1, 2017. We are currently evaluating the impact this ASU may have on our consolidated financial statements and related disclosures.

Income (Loss) Per Share

We compute basic income (loss) per share using the weighted average number of common shares outstanding during the period, and exclude any dilutive effects of common stock equivalent shares, such as options and restricted stock units (“RSUs”). We consider RSUs as outstanding and include them in the computation of basic income (loss) per share only when vested. We compute diluted income (loss) per share using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. We exclude common stock equivalent shares from the computation if their effect is anti-dilutive.

The following potentially dilutive shares were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented:

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Stock options

 

 

1,528,907

 

 

 

1,160,015

 

Restricted stock units

 

 

64,192

 

 

 

-

 

 

2. Revenue Recognition

On January 1, 2017, we adopted ASU 2014-09, “Revenue from Contracts with Customers” (“Topic 606”), applying the modified retrospective method to all contracts that were not completed as of that date. Results for reporting periods beginning after January 1, 2017 are presented under Topic 606, while prior period results are not adjusted and continue to be reported under the accounting standards in effect for the prior period. We recorded an increase to opening equity of $404,000 as of January 1, 2017 due to the cumulative impact of adopting Topic 606.

6


Disaggregation of revenue

The following table provides information about disaggregated revenue by primary geographical market and includes a reconciliation of the disaggregated revenue with reportable segments (in thousands):

 

 

 

Three Months Ended March 31, 2018

 

 

Three Months Ended March 31, 2017

 

 

 

Third-Party Software

 

 

Proprietary Software

 

 

Professional Engineering Service

 

 

Total

 

 

Third-Party Software

 

 

Proprietary Software

 

 

Professional Engineering Service

 

 

Total

 

Primary geographical markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

15,119

 

 

$

1,683

 

 

$

2,487

 

 

$

19,289

 

 

$

16,296

 

 

$

2,645

 

 

$

2,829

 

 

$

21,770

 

Europe

 

 

593

 

 

 

100

 

 

 

246

 

 

 

939

 

 

 

424

 

 

 

 

 

 

398

 

 

 

822

 

Asia

 

 

352

 

 

 

12

 

 

 

86

 

 

 

450

 

 

 

77

 

 

 

9

 

 

 

163

 

 

 

249

 

Total

 

$

16,064

 

 

$

1,795

 

 

$

2,819

 

 

$

20,678

 

 

$

16,797

 

 

$

2,654

 

 

$

3,390

 

 

$

22,841

 

 

Contract balances

We receive payments from customers based upon contractual billing schedules; accounts receivable is recorded when the right to consideration becomes unconditional. Contract assets include amounts related to our contractual right to consideration for completed performance objectives not yet invoiced and deferred contract acquisition costs, which are amortized along with the associated revenue. Contract liabilities include payments received in advance of performance under the contract and are realized with the associated revenue recognized under the contract. We had no asset impairment charges related to contract assets in the period. 

Significant changes in the contract assets and the contract liabilities balances during the periods are as follows (in thousands):

 

 

 

 

 

Three Months Ended March 31, 2018

 

 

 

 

 

Contract Assets

 

 

Contract Liabilities (1)

 

Revenue recognized that was included in the contract liability (deferred revenue) at December 31, 2017

$

 

 

$

2,214

 

Transferred to receivables from contract assets recognized at December 31, 2017

 

238

 

 

 

 

   (1) Comprised of deferred revenue

 

 

 

 

 

 

 

 

Contract acquisition costs

We capitalize contract acquisition costs for contracts with life exceeding one year, as is more common with our DataV software bookings. Amortization of contract acquisition costs was $80,000 and $141,000 for the three months ended March 31, 2018 and 2017, respectively, and there was no impairment loss in relation to costs capitalized for either period.  

For contracts that have a duration of less than one year, we apply a practical expedient and expense these costs when incurred.

 Transaction price allocated to the remaining performance obligations

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The estimated revenues do not include contracts with original durations of one year or less, amounts of variable consideration attributable to royalties, or contract renewals that are unexercised as of March 31, 2018 (in thousands):

 

 

 

 

 

Remainder of

2018

 

 

2019

 

 

2020

 

 

2021

 

Third-party software

 

 

 

$

89

 

 

$

50

 

 

$

14

 

 

$

 

Proprietary software

 

 

 

 

1,138

 

 

 

1,133

 

 

 

820

 

 

 

114

 

Professional engineering services

 

 

 

 

230

 

 

 

 

 

 

 

 

 

 

 

7


Practical expedients and exemptions

We generally expense sales commissions when incurred because the amortization period would have been less than one year. We record these costs within selling, general and administrative expenses.

3. Cash, Cash Equivalents and Investments

Cash, cash equivalents and short-term investments consisted of the following (in thousands):

 

 

March 31, 2018

 

 

December 31, 2017

 

Cash

$

7,901

 

 

$

6,340

 

Cash equivalents (see detail in Note 4)

 

2,791

 

 

 

6,519

 

Total cash and cash equivalents

 

10,692

 

 

 

12,859

 

 

 

 

 

 

 

 

 

Short-term investments (see detail in Note 4)

 

10,743

 

 

 

11,895

 

 

 

 

 

 

 

 

 

Total cash, cash equivalents and short-term investments

$

21,435

 

 

$

24,754

 

 

4. Fair Value Measurements

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

 

Level 1:

Quoted prices in active markets for identical assets or liabilities.

 

Level 2:

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

 

Level 3:

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

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

Assets measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 are summarized below (in thousands):

 

 

 

March 31, 2018

 

 

December 31, 2017

 

 

 

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

 

 

Direct or Indirect

Observable

Inputs (Level 2)

 

 

Total

 

 

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

 

 

Direct or Indirect

Observable

Inputs (Level 2)

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

297

 

 

$

 

 

$

297

 

 

$

2,274

 

 

$

 

 

$

2,274

 

Corporate commercial paper

 

 

 

 

 

2,494

 

 

 

2,494

 

 

 

 

 

 

3,245

 

 

 

3,245

 

Corporate debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,000

 

 

 

1,000

 

Total cash equivalents

 

 

297

 

 

 

2,494

 

 

 

2,791

 

 

 

2,274

 

 

 

4,245

 

 

 

6,519

 

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate commercial paper

 

 

 

 

 

4,970

 

 

 

4,970

 

 

 

 

 

 

5,480

 

 

 

5,480

 

Corporate debt

 

 

 

 

 

5,773

 

 

 

5,773

 

 

 

 

 

 

6,415

 

 

 

6,415

 

Total short-term investments

 

 

 

 

 

10,743

 

 

 

10,743

 

 

 

 

 

 

11,895

 

 

 

11,895

 

Total assets measured at fair value

 

$

297

 

 

$

13,237

 

 

$

13,534

 

 

$

2,274

 

 

$

16,140

 

 

$

18,414

 

 

As of March 31, 2018 and December 31, 2017, contractual maturities of our short-term investments were less than one year, and gross unrealized gains and losses on those investments were not material.

8


5. Goodwill and Intangible Assets

Goodwill was originally recorded in connection with the September 2011 acquisition of MPC Data, Ltd. (renamed BSQUARE EMEA, Ltd. in 2015), a United Kingdom based provider of software engineering services. The excess of the acquisition consideration over the fair value of net assets acquired was recorded as goodwill and is included within the professional engineering services reporting unit. There were no changes in the carrying amount of goodwill during the three months ended March 31, 2018.

Intangible assets relate to customer relationships that we acquired from TestQuest, Inc. in November 2008 and from the acquisition of BSQUARE EMEA, Ltd. in September 2011.

Information regarding our intangible assets is as follows (in thousands):

 

 

 

March 31, 2018

 

 

December 31, 2017

 

 

 

Gross Carrying

 

 

 

 

 

 

 

 

 

 

Gross Carrying

 

 

 

 

 

 

 

 

 

 

 

Amount

 

 

Amortization

 

 

Value

 

 

Amount

 

 

Amortization

 

 

Value

 

Customer relationships:

 

$

1,275

 

 

$

(934

)

 

$

341

 

 

$

1,275

 

 

$

(910

)

 

$

365

 

 

Amortization expense was $25,000 for each of the three months ended March 31, 2018 and 2017. Amortization in future periods is expected to be as follows (in thousands):

 

Remainder of 2018

 

$

74

 

2019

 

 

98

 

2020

 

 

98

 

2021

 

 

71

 

Total

 

$

341

 

 

6. Credit Agreement

Line of Credit

On September 22, 2015, we entered into a two-year unsecured line of credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (the “Bank”) in the principal amount of up to $12.0 million. On September 29, 2016, the Credit Agreement was modified to extend the final due date an additional year to September 22, 2018. At our election, advances under the Credit Agreement shall bear interest at either (1) a rate per annum equal to 1.5% below the bank’s applicable prime rate or (2) 1.5% above the Bank’s applicable LIBOR rate, in each case as defined in the Credit Agreement. The Credit Agreement contains customary affirmative and negative covenants, including compliance with financial ratios and metrics, as well as limitations on our ability to pay distributions or dividends while there is an ongoing event of default or to the extent such distribution causes an event of default. We are required to maintain certain minimum interest coverage ratios, liquidity levels and asset coverage ratios as defined in the Credit Agreement. While we were in compliance with all covenants under the Credit Agreement as of March 31, 2018, the required interest coverage ratio would not permit us to borrow under the Credit Agreement.

There were no amounts outstanding under the Credit Agreement as of March 31, 2018 or December 31, 2017. In September 2016, we entered into a letter of credit agreement for $250,000 secured by the Credit Agreement in connection with the lease of our corporate headquarters. Accordingly, the maximum principal amount available if we were eligible to borrow under the Credit Agreement has been reduced to $11.75 million.

7. Shareholders’ Equity

Equity Compensation Plans

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

9


Stock-Based Compensation

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

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Dividend yield

 

 

0

%

 

 

0

%

Expected life

 

5.4 years

 

 

3.3 years

 

Expected volatility

 

 

54

%

 

 

53

%

Risk-free interest rate

 

 

2.4

%

 

 

1.7

%

 

The impact on our results of operations from stock-based compensation expense was as follows (in thousands, except per share amounts):  

 

 

Three Months Ended March 31,

 

 

2018

 

 

2017

 

Cost of revenue — professional engineering service

$

11

 

 

$

65

 

Selling, general and administrative

 

264

 

 

 

284

 

Research and development

 

56

 

 

 

50

 

Total stock-based compensation expense

$

331

 

 

$

399

 

Per diluted share

$

0.03

 

 

$

0.03

 

 

Stock Option Activity

The following table summarizes stock option activity under the Plans:

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remaining

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

Contractual Life

 

 

Aggregate

 

 

 

Number of Shares

 

 

Exercise Price

 

 

(in years)

 

 

Intrinsic Value

 

Balance at December 31, 2017

 

 

1,912,161

 

 

$

4.88

 

 

 

7.61

 

 

$

781,735

 

Granted

 

 

170,643

 

 

 

4.16

 

 

 

 

 

 

 

 

 

Exercised

 

 

(680

)

 

 

3.62

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(11,100

)

 

 

5.28

 

 

 

 

 

 

 

 

 

Expired

 

 

(13,556

)

 

 

5.78

 

 

 

 

 

 

 

 

 

Balance at March 31, 2018

 

 

2,057,468

 

 

$

4.81

 

 

 

7.59

 

 

$

559,221

 

Vested and expected to vest at March 31, 2018

 

 

1,924,493

 

 

$

4.80

 

 

 

7.49

 

 

$

554,722

 

Exercisable at March 31, 2018

 

 

1,127,389

 

 

$

4.55

 

 

 

6.54

 

 

$

534,925

 

 

At March 31, 2018, total compensation cost related to stock options granted but not yet recognized was $1,086,466, net of estimated forfeitures. This cost will be amortized on the straight-line method over a weighted-average period of approximately 1.5 years. The following table summarizes certain information about stock options:

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Weighted average grant-date fair value for options granted during the period

 

$

2.09

 

 

$

3.01

 

Options in-the-money

 

 

737,632

 

 

 

1,224,182

 

Aggregate intrinsic value of options exercised during the period

 

$

275

 

 

$

40,421

 

10


 

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

Restricted Stock Unit Activity

The following table summarizes RSU activity under the Plans:

 

 

 

Number of

 

 

Weighted Average

 

 

 

Shares

 

 

Award Price

 

Unvested at December 31, 2017

 

 

116,968

 

 

$

5.33

 

Granted

 

 

10,000

 

 

 

4.24

 

Vested

 

 

(24,856

)

 

 

5.20

 

Forfeited

 

 

 

 

 

 

Unvested at March 31, 2018

 

 

102,112

 

 

$

5.25

 

Expected to vest after March 31, 2018

 

 

90,343

 

 

$

5.26

 

 

At March 31, 2018, total compensation cost related to RSUs granted but not yet recognized was $192,522, net of estimated forfeitures. This cost will be amortized on the straight-line method over a weighted-average period of approximately 1.2 years.

Common Stock Reserved for Future Issuance

The following table summarizes our shares of common stock reserved for future issuance under the Plans as of March 31, 2018:

 

 

 

March 31, 2018

 

Stock options outstanding

 

 

2,057,468

 

Restricted stock units outstanding

 

 

102,112

 

Stock options available for future grant

 

 

1,033,269

 

Common stock reserved for future issuance

 

 

3,192,849

 

 

8. Commitments and Contingencies

Lease and rent obligations

Our commitments include obligations outstanding under operating leases, which expire through 2021. We have lease commitments for office space in Bellevue, Washington; Boston, Massachusetts; Taipei, Taiwan; Tokyo, Japan; and Trowbridge, UK. We also lease office space on a month-to-month basis in Akron, Ohio.

In August 2013, we amended the lease agreement for our Bellevue, Washington headquarters, and extended the term of the original lease that was scheduled to expire in August 2014 to May 2020.

Rent expense was $264,000 and $260,000 for the three months ended March 31, 2018 and 2017, respectively.

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

 

 

 

March 31, 2018

 

Remainder of 2018

 

$

891

 

2019

 

 

1,132

 

2020

 

 

531

 

2021

 

 

16

 

Total commitments

 

$

2,570

 

 

11


Loss Contingencies

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

9. Information about Geographic Areas and Operating Segments

Our chief operating decision-makers (i.e. our Chief Executive Officer and certain direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable by our chief operating decision-makers, or anyone else, for operations, operating results, or planning for levels or components below the consolidated unit level. We operate within a single industry segment of computer software and services. We have three major product lines – third-party software, proprietary software and professional engineering service – each of which we consider to be operating and reportable segments. We do not allocate costs other than direct cost of goods sold to the segments or produce segment income statements. We do not produce asset information by reportable segment and it is not presented here. The following table sets forth profit and loss information about our segments (in thousands):  

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Third-party software:

 

 

 

 

 

 

 

 

Revenue

 

$

16,064

 

 

$

16,797

 

Cost of revenue

 

 

13,354

 

 

 

14,082

 

Gross profit

 

 

2,710

 

 

 

2,715

 

Proprietary software:

 

 

 

 

 

 

 

 

Revenue

 

 

1,795

 

 

 

2,654

 

Cost of revenue

 

 

41

 

 

 

32

 

Gross profit

 

 

1,754

 

 

 

2,622

 

Professional Engineering Service:

 

 

 

 

 

 

 

 

Revenue

 

 

2,819

 

 

 

3,390

 

Cost of revenue

 

 

2,083

 

 

 

2,474

 

Gross profit

 

 

736

 

 

 

916

 

Total gross profit

 

 

5,200

 

 

 

6,253

 

Operating expenses

 

 

7,678

 

 

 

6,212

 

Other income, net

 

 

44

 

 

 

55

 

Income tax benefit

 

 

 

 

 

106

 

Net income (loss)

 

$

(2,434

)

 

$

202

 

 

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

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Total revenue:

 

 

 

 

 

 

 

 

North America

 

$

19,289

 

 

$

21,770

 

Asia

 

 

450

 

 

 

249

 

Europe

 

 

939

 

 

 

822

 

Total revenue

 

$

20,678

 

 

$

22,841

 

12


 

 

 

March 31, 2018

 

 

December 31, 2017

 

Long-lived assets:

 

 

 

 

 

 

 

 

North America

 

$

986

 

 

$

991

 

Asia

 

 

94

 

 

 

76

 

Europe

 

 

4,110

 

 

 

4,114

 

Total long-lived assets

 

$

5,190

 

 

$

5,181

 

 

10. Significant Risk Concentrations

Significant Customer

Honeywell International, Inc. and affiliated entities (“Honeywell”) accounted for $2.6 million, or 13% of total revenue, for the three months ended March 31, 2018, and $3.3 million, or 15% of total revenue, for the three months ended March 31, 2017. PACCAR Inc. and affiliated entities accounted for $3.0 million, or 13% of total revenue for the three months ended March 31, 2017. No other customers accounted for 10% or more of our total revenue for the three months ended March 31, 2018 or 2017.

Honeywell had accounts receivable balances of $9.1 million, or approximately 54% of total accounts receivable, at March 31, 2018, and $8.7 million, or approximately 48% of total accounts receivable, at December 31, 2017. No other customer accounted for 10% or more of the total accounts receivable at March 31, 2018 or December 31, 2017.

Significant Supplier

We have OEM Distribution Agreements (“ODAs”) with Microsoft Corporation (“Microsoft”) which enable us to sell Microsoft Windows Embedded operating systems on a non-exclusive basis to our customers in the United States, Canada, Argentina, Brazil, Chile, Columbia, Mexico, Peru, Puerto Rico, the Caribbean (excluding Cuba), the European Union, the European Free Trade Association, Turkey and Africa, which expire on June 30, 2018. We also have ODAs with Microsoft which allow us to sell Microsoft Windows Mobile operating systems in the Americas (excluding Cuba), Japan, Taiwan, Europe, the Middle East, and Africa, which also expire on June 30, 2018.

Software sales under these agreements constitute a significant portion of our software revenue and total revenue. These agreements are typically renewed bi-annually, annually or semi-annually; however, there is no automatic renewal provision in any of these agreements. Further, these agreements can be terminated unilaterally by Microsoft at any time. Microsoft currently offers a rebate program to sell Microsoft Windows Embedded operating systems pursuant to which we earn money for achieving certain predefined objectives. In accordance with Microsoft rebate program rules, we allocate 30% of rebate values to reduce cost of sales, with the remaining 70% to offset qualified marketing expenses in the period the expenditures are incurred.

Under this rebate program, we recorded rebate credits as follows (in thousands):

 

 

 

 

Three Months Ended March 31,

 

 

 

 

2018

 

 

2017

 

Reductions to cost of revenue

 

 

$

260

 

 

$

110

 

Reductions to marketing expense

 

 

$

266

 

 

$

155

 

 

There was a balance of approximately $607,000 in outstanding rebate credits for which we qualified at March 31, 2018, which will be accounted for as a reduction in marketing expense in the period in which qualified program expenditures are made.

 

13


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

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed consolidated financial statements and related notes. Some statements and information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are not historical facts but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, readers can identify forward- looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the negative of these terms or other comparable terminology, which when used are meant to signify the statement as forward-looking. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and situations that are difficult to predict and that may cause our own, or our industry’s actual results, to be materially different from the future results that are expressed or implied by these statements. Accordingly, actual results may differ materially from those anticipated or expressed in such statements as a result of a variety of factors, including those discussed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2017 entitled “Risk Factors,” similar discussions in subsequently filed Quarterly Reports on Form 10-Q, including this Form 10-Q, as applicable, and those contained from time to time in our other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Overview

Since our inception, our business has largely been focused on providing software solutions (historically, including reselling software from Microsoft Corporation (“Microsoft”)) and related engineering services to businesses that develop, market and sell dedicated-purpose standalone intelligent systems. Examples of dedicated-purpose standalone intelligent systems include smart, connected computing devices such as smart phones, set-top boxes, point-of-sale terminals, kiosks, tablets and handheld data collection devices, as well as smart vending machines, ATM machines, digital signs and in-vehicle telematics and entertainment devices. We focus on systems that utilize various Microsoft Windows Embedded operating systems as well as devices running other popular operating systems such as Android, Linux, and QNX, and that are usually connected to a network via a wired or wireless connection. Our customers include world-class original equipment manufacturers (“OEMs”), original design manufacturers (“ODMs”), corporate enterprises (“Enterprises”), silicon vendors (“SVs”) and peripheral vendors. A significant portion of our business historically has also been focused on reselling software from Microsoft, from which a majority of our revenue currently continues to be derived.

Beginning in early 2014, we initiated development efforts focused on new proprietary software products addressing the Industrial Internet of Things (“IIoT”) market, by interconnecting of uniquely identifiable devices, extracting data from those devices and applying advanced analytics and machine learning to the data in order to derive meaningful and actionable insights. While IIoT is a relatively new market, we believe the work we have engaged in since our inception—namely adding intelligence and connectivity to discrete standalone devices and systems—embodies much of what is central to the core functionality of IIoT. These software development efforts have driven a new business initiative for BSQUARE, which we refer to as DataV™. Our DataV solution includes software products, applications and services that are designed to turn raw IIoT device data into meaningful and actionable data for our customers.

We launched DataV late in the first quarter of 2016 and announced our first three major customer bookings later that year. These bookings comprised software licensing, software maintenance and related systems integration services and are, we believe, indicative of the potential customer demand for DataV. During 2017 we began selling data analytics services and DataV application pilots to major industrial customers primarily in the transportation, oil and gas and manufacturing vertical markets.

We believe that DataV presents significant opportunities in an expanding and evolving market, at substantially higher gross margins as compared to our traditional business. Developing, selling and implementing DataV has become our primary focus, as approximately 65% of our non-administrative employees are now working solely on DataV, representing a transition away from dependence on resale software and professional engineering services toward increased reliance on our own proprietary software and related systems integration services. We intend to continue to run our legacy software resale business to maximize cash flow for the foreseeable future. Our legacy professional engineering services business is now managed as a part of our overall services business, which increasingly serves DataV customers and prospects.

14


Critical Accounting Judgments

Management’s discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales, cost of sales and expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on-going basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes to our critical accounting judgments, policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2017.

Results of Operations

The following table presents our summarized results of operations for the periods indicated. Our historical operating results are not necessarily indicative of the results for any future period.

 

 

Three Months Ended March 31,

 

(In thousands, except percentages)

2018

 

 

2017

 

 

$ Change

 

 

% Change

 

Revenue

$

20,678

 

 

$

22,841

 

 

$

(2,163

)