10-K 1 bsqr20201002_10k.htm FORM 10-K bsqr20201002_10k.htm
 

 

Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended December 31, 2020

 

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 Number)

 

1415 Western Ave, Suite 700, Seattle, Washington 98101

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (425) 519-5900

 

Securities registered pursuant to Section 12(b) of the Act:

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, no par value

 

BSQR

 

The NASDAQ Stock Market LLC

 

 

Securities registered pursuant to Section 12(g) of the Act: NONE

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑

 

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 every Interactive Data File required to be submitted 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 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 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 ☑

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 aggregate market value of common stock held by non-affiliates of the registrant on June 30, 2020 was approximately $17.5 million and was determined using the closing price of our common stock on that same date per the NASDAQ Stock Market ($1.59). The number of shares of common stock outstanding as of February 28, 2021: 13,298,150

 


DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the definitive proxy statement to be delivered to shareholders in connection with the 2020 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.



 

 

 

BSQUARE CORPORATION

 

FORM 10-K

 

TABLE OF CONTENTS

 

 

 

Page 

PART I

 

 

 

Item 1

Business

2

 

 

 

Item 1A

Risk Factors

7

 

 

 

Item 1B

Unresolved Staff Comments

15

 

 

 

Item 2

Properties

15

 

 

 

Item 3

Legal Proceedings

15

 

 

 

Item 4

Mine Safety Disclosures

15

 

 

 

PART II

 

 

 

Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

16

 

 

 

Item 6

Selected Financial Data

16

 

 

 

Item 7

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

17

 

 

 

Item 7A

Quantitative and Qualitative Disclosures About Market Risk

23

 

 

 

Item 8

Financial Statements and Supplementary Data

24

 

 

 

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

50

 

 

 

Item 9A

Controls and Procedures

50

 

 

 

Item 9B

Other Information

50

 

 

 

PART III

 

 

 

Item 10

Directors, Executive Officers and Corporate Governance

51

 

 

 

Item 11

Executive Compensation

56

 

 

 

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

60

 

 

 

Item 13

Certain Relationships and Related Transactions, and Director Independence

62

 

 

 

Item 14

Principal Accounting Fees and Services

63

 

 

 

PART IV

 

 

 

Item 15

Exhibits, Financial Statement Schedules

64

 

 

 

Item 16

Form 10-K Summary

66

 

 

 

 

Signatures

67

 

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this Annual Report on this Form 10-K (“Form 10-K”) are not purely historical statements, discuss future expectations, contain projections of results of operations or financial condition, or state other forward-looking information. Those statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The “forward-looking” information is based on various factors and was derived using numerous assumptions. In some cases, you can identify these so-called forward-looking statements by words like “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “seeks” or “continue” or the negative of those words and other comparable words. You should be aware that those statements only reflect our predictions and are subject to risks and uncertainties. Actual events or results may differ substantially. Important factors that could cause our actual results to be materially different from the forward-looking statements include (but are not limited to) the following:

 

 

1)

risks associated with the operation of our business generally, including:

 

a)

customer demand for our services and solutions;

 

b)

maintaining a balance of our supply of skills and resources with customer demand;

 

c)

effectively competing in a highly competitive market;

  d) the impact of the COVID-19 pandemic on us, our customers, and the global business environment;
 

e)

protecting our customers’ and our data and information;

 

f)

risks from international operations including fluctuations in exchange rates;

 

g)

obtaining favorable pricing to reflect services provided;

 

h)

adapting to changes in technologies and offerings;

 

i)

risk of loss of one or more significant software vendors;

 

j)

making appropriate estimates and assumptions in connection with preparing our consolidated financial statements;

 

k)

maintaining effective internal controls; and

 

l)

changes to tax levels, audits, investigations, tax laws or their interpretation;

 

2)

the impact of the general economy and economic and political uncertainty on our business;

 

3)

risks associated with potential changes to federal, state, local and foreign laws, regulations, and policies;

 

4)

risks associated with managing growth organically and through acquisitions;

 

5)

risks associated with servicing our debt, the potential impact on the value of our common stock from the conditional conversion features of our debt and the associated convertible note hedge transactions;

 

6)

legal liabilities, including intellectual property protection and infringement or the disclosure of personally identifiable information; and

 

7)

the risks detailed from time to time within our filings with the Securities and Exchange Commission (the “SEC”).

 

This discussion is not exhaustive but is designed to highlight important factors that may impact our forward-looking statements. Because the factors referred to above, as well as the statements included under the heading “Risk Factors” in this Form 10-K, including documents incorporated by reference therein and herein, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement made by us or on our behalf, you should not place undue reliance on any forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of the forward-looking statements after the date of this Form 10-K to conform such statements to actual results.

 

All forward-looking statements, express or implied, included in this report and the documents we incorporate by reference and that are attributable to Bsquare Corporation and its subsidiaries (collectively, “we,” “us,” “Bsquare,” or the “Company”) are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or any persons acting on our behalf may issue.

 

 

 

PART I

 

Item 1.

Business.

 

Overview

 

Bsquare is a software and services company that designs, configures, and deploys technologies that solve difficult problems for manufacturers and operators of connected devices. Our customers choose Bsquare to help realize the promise of the Internet of Things (IoT) to transform their businesses. Our products include software that connect devices to create intelligent systems that are cloud-enabled, contribute critical data, and facilitate distributed control and decision making. Our services include 24/7 IoT operations that allow our customers to focus on their businesses while we take care of security, monitoring, and general technology updates. The opportunity to help companies explore and capture the value of IoT is attractive and growing. In the last two years alone, we helped hundreds of companies deploy and manage over two million devices. We operate large IoT systems for our customers with device fleets that range in size and complexity. We believe we offer a unique combination of expertise in device-level solutions, embedded operating systems, and IoT services and software that is valued by a global customer base, from start-ups to Fortune 100 companies, across a diverse set of industries.

 

Since our founding in 1994, Bsquare has been at the intersection of hardware and software. Today, that intersection is the “edge” where cloud-enabled devices connect to create intelligent systems, creating new demands for software, deployment, and operations. Bsquare is meeting those demands, making intelligent systems possible. We believe our technology is making people more productive, improving quality of life, and reducing demands on the resources of our planet.

 

Embedded Operating System Software and Services

 

Customers engage us because of our technical expertise in device operating system (“OS”) image development and configuration, device software development and testing, and our experience in embedded and mobile systems design. Our long and successful history as a Microsoft Corporation (“Microsoft”) embedded OS distribution and technology partner is a source of many customer opportunities and a pillar of our reputation in the IoT ecosystem. We believe working with Bsquare engineers can result in shorter development cycles, faster time-to-market, lower overall development costs, and a more robust product. Our software and configuration services are designed to help ensure that our customers’ devices are secure, updateable, and operable as part of a connected IoT system. A decade ago, our customers typically built devices on a single OS. Today, they increasingly have a multi-OS product strategy. Accordingly, we believe that the need for our embedded OS expertise and services is expanding and accelerating. We recognize revenue and cost of sales for this segment of our business under the name “Partner Solutions”.

 

Embedded OS Market

 

Our target market for OS software and services includes makers of connected, intelligent devices such as point-of-sale terminals, kiosks, tablets and handheld data collection devices, smart vending machines, ATMs, essential equipment in buildings and facilities environments, digital signs, and in-vehicle telematics and entertainment devices. These devices work on a variety of operating systems, including the most common: Windows IoT, Android, and Linux. They are deployed in various cloud environments, such as Microsoft Azure, Amazon Web Services (“AWS”), or Google Cloud, and are typically connected to a network via a wired or wireless connection. Our customers for these smart devices include world-class original equipment manufacturers (“OEMs”), original design manufacturers (“ODMs”), silicon vendors, and peripheral vendors.

 

IoT Software and 24/7 Operations Services

 

Our customers’ devices are frequently components of complicated operating networks, creating new requirements for updating, maintaining and evolving the capabilities of devices in the fleet. Once configured and deployed, this device fleet then becomes part of an operational environment that requires long-term attention to the myriad challenges of IoT operations. In short, devices can no longer simply be sold, installed, and then forgotten. These demands have created operational burdens that are challenging to meet through traditional technologies and support models. For that reason, our customers are increasingly relying on Bsquare’s extensive experience developing, deploying, and operating large IoT systems at scale. Our experience using Microsoft Azure and AWS cloud services is an asset we believe to be seldom found inside a customer’s technology team. We believe outsourcing fleet management and 24/7 operations services to Bsquare can result in lower system development costs, greater security, better maintainability, lower operating costs, and improved return on investment (“ROI”) for a customer’s IoT system. We have built and now operate 24/7 mission critical IoT systems for customers of varying size and complexity, and we believe the software and processes we have used to achieve this success may be a sustainable competitive advantage and a potential opportunity for new revenue. We recognize revenue and cost of sales for this segment of our business under the name “Edge to Cloud”.

 

 

IoT Software and Services Market

 

Our target market for our IoT software and services includes our OS and software OEM customers as well as companies that purchase from those OEMs and operate their devices as a fleet. This market represents business and industrial segments in a wide range of vertical markets such as retail, point of sale, medical equipment, gaming, buildings and facilities management, manufacturing, robotics, autonomous vehicles, utility management, and transportation. The IoT market continues to evolve as companies understand the possibilities and economics of IoT technology and operations. Increasingly, customers are realizing that IoT operations are not core competencies of their business and that outsourcing operations can lower costs, reduce downtime, and mitigate the reputational risk of security and operational failures.

 

 

Bsquare Solutions Suite

 

We provide a suite of software, tools, and services to our customers that are packaged based on technical and business requirements that includes:

 

Embedded OS and System Software Sales and Support

 

Bsquare resells Windows IoT, Windows Embedded, and Windows Server IoT software as well as system utility software for Adobe and McAfee. We provide license compliance services, technical support, and manufacturing support.

 

OS Configuration Services

 

We consult with customers to create a manufacturable image for a specific version of OS software (Windows IoT, Linux, and Android) based on the unique requirements of the hardware and the intended operating environment. Our software and services are designed to help ensure the system is secure, recoverable, maintainable, upgradable, and operable as part of an intelligent system.

 

Fleet Transition Services

 

Our software tools and professional services help transition a collection of devices to a specific OS and software configuration in preparation for management and operations as part of an intelligent system. We work with companies to understand and bring together multiple versions of OS software and hardware, connectivity, security, personnel, operating hours, and other factors that could affect previously deployed equipment.

 

IoT Transition

 

Bsquare offers software utilities and professional services to migrate a fleet of devices to 24/7 IoT operations, allowing individual device and system performance to be managed centrally and integrated into existing business systems.

 

24/7 IoT Operations

 

Our outsourced IoT operations services include 24/7 infrastructure monitoring, automated issue escalation, incident response and troubleshooting, management protocols, uptime and service level reporting, and cloud instance management.

 

Data Engineering

 

We offer services to assist customers with the development and implementation of IoT systems and data-driven operations, including machine learning and predictive analytics that allow IoT systems to operate as an intelligent system.

 

 

Software Distribution

 

We maintain distribution agreements with multiple third-party software vendors. Our ability to resell these third-party software products, whether as stand-alone products or in conjunction with our own proprietary software and engineering service offerings, provides our customers with a comprehensive solution for their device project needs:

 

For over 20 years, we have been a Microsoft Authorized Distributor of Windows Embedded and IoT operating system software and licenses, including major product families such as Windows 10 IoT Enterprise, Windows Server IoT, and SQL Server IoT. We are also authorized to sell Windows IoT operating systems in Canada, the United States, Argentina, Brazil, Chile, Mexico, Peru, Venezuela, Puerto Rico, Columbia, and several Caribbean countries.

We are an authorized distributor for Adobe Flash technologies and Adobe Reader. We have the right to distribute Adobe Flash Lite licenses on a worldwide basis.

We are an authorized distributor of McAfee security software in North America.

 

The majority of our revenue continues to be derived from reselling Microsoft Windows Embedded and IoT operating system software to device makers. The sale of Microsoft operating systems has historically accounted for substantially all of our Partner Solutions revenue.

 

 

 

Relationship with Microsoft

 

We have a long-standing relationship with Microsoft, which is important to the continuing success of our business:

 

We have been one of Microsoft’s distributors of Windows Embedded and IoT operating systems for over 20 years.

We have been a distributor of Microsoft Windows Mobile operating systems since November 2009.

We are a Gold level Data Analytics partner.

We are a Gold level Application Integration partner.

We are Silver level Application Development partner.

Microsoft has engaged us on various engineering service projects.

We work closely with Microsoft executives, developers, product managers and sales personnel. We leverage these relationships in a variety of ways, including:

 

a.

We gain early access to new Microsoft embedded software and other technologies.

 

b.

We leverage co-marketing resources, content and strategies from Microsoft, including market development funds, to support our own marketing and sales efforts.

 

c.

We participate in Microsoft-sponsored trade shows, seminars, and other events.

 

d.

We receive sales leads from Microsoft.

 

e.

We receive rebates from Microsoft based upon the achievement of predefined sales objectives.

 

See Item 1A, “Risk Factors,” for more information regarding our relationship with Microsoft.

 

Competition

 

Microsoft controls who can distribute its OS software. Microsoft Authorized Distributors that we compete with include Advantech, Inc., Arrow Electronics, Inc., Avnet, Inc., and Dell Computer, Inc. Our competition is not limited to these Microsoft Authorized Distributors. We compete with other consulting firms for services related to device design and development, system software development, and engineering firms that offer similar services.

 

Competition for our IoT software and operating services include:

 

Large, established enterprise software and solution providers such as International Business Machines, Oracle Corporation, SAP SE, and SAS Software, Inc.

Cloud IoT providers such as AWS and Microsoft Azure. Although we are closely partnered with AWS and Microsoft, there are elements of their solutions with which we compete directly.

Mid-sized companies engaged in business transitions similar to our own, including PTC Inc. and TTTech Industrial North America, Inc.

Startups funded to enter the IoT market, including C3.AI, Inc., Losant IOT Inc., and TeamViewer US, Inc.

 

The market for device software and engineering services is competitive and we face competition from the following:

 

Our current and potential customers’ internal engineering and research and development departments, which may seek to provide their own IoT-related services or develop their own software solutions which could compete with our own service offerings and products.

Engineering service firms, including offshore development companies, such as Adeneo, Symphony Teleca, and Wipro.

ODMs, particularly those in Taiwan and China, with their own software development capabilities.

Contract manufacturers with their own software development capabilities.

 

 

Some of our competitors have greater financial and other resources than we do. They may also focus on only one aspect of our business or offer complementary products that can be integrated with our products. As we develop and bring to market new software and service offerings, we may begin competing with companies with which we have not previously competed. Further, as we expand the geographic markets into which we sell our services and software solutions, or increase our penetration therein, we may expect to increasingly compete with companies with which we have not previously competed. It is also likely that new competitors will enter the market or that our competitors will form alliances, including alliances with AWS or Microsoft, that may enable them to rapidly increase their market share. New competitors may have lower overhead than we do and may be able to undercut our pricing. We expect that competition will increase as other established and emerging companies enter the connected device market, and as new products and technologies are introduced.

 

Neither AWS nor Microsoft has agreed to an exclusive arrangement with us, nor has either agreed not to compete against us. AWS may decide to focus on providing products or services that compete directly with our products and services or partner with other solution providers that compete with us. Microsoft may decide to bring in-house more of the core-embedded development services and expertise that we currently provide, possibly resulting in reduced software and service revenue opportunities for us. The barrier to entering the market as a provider of Microsoft-based smart connected systems software and services is relatively low. In addition, Microsoft has created marketing programs to encourage systems integrators to work on Windows operating system software and services, including in the evolving IoT market. These systems integrators may be given substantially the same access by Microsoft to Microsoft technology as we are.

 

Sales and Marketing

 

We market our products and professional engineering services utilizing a direct sales model. We have sales personnel in the United States and in the United Kingdom. Historically, we have not made significant use of resellers, channel partners, representative agents or other indirect channels. Key elements of our sales and marketing strategy include direct marketing, digital marketing, content marketing, trade shows, event marketing, public relations, analyst relations, social media properties, customer and strategic alliance partner co-marketing programs, and a comprehensive website.

 

Our sales and marketing efforts with embedded OS customers will also be beneficial in our efforts to attract customers for our IoT software and services, and vice versa. The two markets we have traditionally served are converging, and our sales and marketing will increasingly reflect that convergence. The cross-selling opportunities between our two primarily markets could be a source of strength as we continue to expand our presence and reputation among the makers of IoT devices and those responsible for IoT device operations.

 

International Operations

 

Our international operations outside of North America are conducted through our offices in Trowbridge, UK. We maintain a European sales and marketing presence through the UK office exclusively in support of our IoT software and services, reported in our Edge to Cloud business segment. The majority of our global technical personnel also work from the UK office. In the first quarter of 2020 we ceased operations in Taipei, Taiwan.

 

Our OEM Distribution Agreement with Microsoft for the sale of Microsoft Windows IoT operating systems is currently restricted to North America. As a result, the majority of our revenue continues to be generated from North America. Revenue generated from customers located outside of North America was approximately 14% and 15% of total revenue in 2020 and 2019 respectively.

 

Human Capital

 

We had total headcount of 70 on December 31, 2020, with 38 people located in North America and 32 in the United Kingdom. Of the 70 people currently working at the company, 16 are contractors working less than full time on an as-needed basis, with the other 54 team members comprised of full time or near full-time employees. As compared to December 31, 2019, our headcount was smaller by five, primarily as a result of our efforts throughout 2020 to re-align our organization around a sustainable cost structure.

 

 

 

In addition to the personnel cost reductions pursued in 2020, we shifted some professional engineering service employees from traditional consulting engagements to product development activities. As we identify new product opportunities and take new product offerings to market, we may continue to shift engineering personnel to perform research and development activities. We may also occasionally shift personnel back to consulting project work, as needed.

 

In mid-March 2020, in response to local government “stay at home,” “shelter-in-place” and similar orders intended to reduce the spread of the COVID-19 coronavirus, we closed our offices in Trowbridge in the United Kingdom and stopped all non-essential activities in our Bellevue, Washington office. Bsquare’s operations are, at the time of this filing, fully virtual.

 

In January of 2020, we started planning for the end of our Bellevue office lease.  We reviewed how and where we work and collaborate, commuting patterns, costs, and our space requirements. With our engineering team in the UK and customers all over the globe, collaborating over long distances and time zones was an operating imperative. We purchased and deployed technologies that enabled and enhanced remote work and had asked our team members to begin to consider how they could begin to work more often from remote locations.  This planning work allowed us to move seamlessly to virtual operations when the time came.

 

In June of 2020, in the midst of the pandemic, we moved our corporate headquarters from Bellevue, Washington, to Seattle, Washington. From the outset, we conceived of our new location as a collaboration space and we refer to it as the “Seattle Collaboration Space” or the “SCS”, rather than as a traditional office. While the new facility has remained largely unoccupied, we believe it will serve us well and we look forward to hosting visitors when it is safe again.

 

Diversity and Inclusion

 

In 2020, we formed a company-wide Anti-racism Task Force to help us reckon with the ways in which our company and the technology industry at large have contributed to systemic racism in both the US and the UK. In this area, we favor action over performative speech. We are expanding our recruiting outreach to find candidates from communities currently underrepresented in technology companies and are renewing our commitment to inclusive hiring practices. We are particularly interested in building a team composed of people who have made diversity, equity, and inclusion in the workplace a central part of their professional journey. We are also holding our partners accountable to their own actions in pursuit of racial equity, and we are offering every employee a day of Civil Engagement Leave to vote, volunteer in their community, or participate in other civic activities.

 

Compensation and Benefits

 

We strive to provide market-competitive compensation and benefits that attract and retain employees who values align with our mission and goals. Our compensation packages include combinations of competitive base pay, sales commissions, performance based short-term incentives, health care, retirement benefits, paid time off and family leave. In addition, we offer employees the benefit of equity ownership in the Company through stock option grants. We also provide access to a variety of health and wellness resources.

 

Intellectual Property and Other Proprietary Rights

 

We strive to protect our intellectual property rights primarily through copyright, trademark, and trade secret laws, through contractual arrangements, and occasionally through patent filings. While we cannot be certain that our efforts will be effective to prevent the misappropriation of our intellectual property, or to prevent the development and design by others of products or technologies similar to, or competitive with, those developed by us, we plan to continue to pursue appropriate protections for our intellectual property.

 

Additionally, because a significant portion of our revenue relates to the sale of third-party software products, we also rely on our partners, particularly Microsoft, to appropriately protect their own intellectual property.

 

See Item 1A, “Risk Factors,” for more information regarding our intellectual property and other proprietary rights.

 

Available Information

 

We were incorporated in the State of Washington in July 1994. Our principal office is located at 1415 Western Ave, Suite 700, Seattle, Washington 98101, and our telephone number is (425) 519-5900. Our website address is www.bsquare.com. Information contained on or that can be accessed through our website is not a part of this Form 10-K.

 

Our stock is traded on the NASDAQ Capital Market under the symbol BSQR. Our website may be visited at www.bsquare.com. We electronically file with or furnish to the Securities and Exchange Commission (SEC) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. We make available on our website, free of charge, copies of these reports, as soon as reasonably practicable after electronically filing such reports with, or furnishing them to the SEC.

 

 

Item 1A.

Risk Factors.

 

As discussed under Item 1 of Part I, “Business—Cautionary Note Regarding Forward-Looking Statements,” our actual results could differ materially from those expressed in our forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed below. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial but later emerge as material, may also impair our business operations. If any of the following risks occur, our business, financial condition, operating results, cash flows and the trading price of our common stock could be materially adversely affected.

 

Risks Related to General Business Conditions

 

If we are not successful in developing and delivering competitive product and services offerings that keep pace with technological changes and needs, or if our products and services fail to gain or maintain traction with potential customers, our business would be negatively impacted.

 

Throughout 2020, we continued to update our product strategy to bring to market technologies and related services that build on our history of helping our customers deploy and operate intelligent devices. While we will continue to meet customer commitments previously made, we are developing new products and services that may expand our opportunities in the IoT market. The attractiveness of these new offerings remains uncertain, as does the size of the investment required to bring them to fruition. Our strategy to focus on the IoT market is subject to a number of additional risks and the occurrence of any of them could harm our business:

 

 

The significant investment of time and financial and other corporate resources required;

 

Customer acceptance of our IoT-related product and service offerings;

 

Our ability to cross sell customers;

 

The ROI model for IoT, which has proven to be elusive for many customers, could further delay adoption of IoT solutions by the market;

 

Because IoT services are a relatively new offering, the sales cycle may be longer than we anticipate, and;

 

We may be unable to grow our IoT-related services business rapidly enough to reach profitability in 2021.

 

Our marketplace is highly competitive, which may result in price reductions, lower gross profit margins and loss of market share.

 

The competition in the growing market for IoT-related software and engineering services is significant. Further, we anticipate that we will encounter and attract attention from increasing competition from a number of new software and service providers as we continue to focus on this market in 2021 and beyond, and as we expand our IoT-related service offerings. We currently face, or expect to face, competition from the following:

 

 

Our current and potential customers’ internal engineering and research and development departments, which may seek to provide their own IoT services and/or develop their own software solutions which could compete with our IoT-related service offerings and products;

 

Microsoft Windows IoT and Windows Mobile operating system distributors such as Advantech Co, Letc., Arrow Electronics, Inc., Avnet, Inc. and Dell Computer, Inc.; and

 

Cloud IoT providers such as AWS and Microsoft Azure. Although we are closely partnered with AWS and Microsoft, there are elements of their solutions with which we compete directly;
 

Mid-sized companies engaged in business transitions similar to our own, including and TTTech Industrial North America, Inc. and PTC Inc.; and
 

Startups funded to enter the IoT market, including C3.AI, Inc., Losant IOT, Inc., and TeamViewer US, Inc.

 

Some of our competitors have greater financial and other resources than we do. They may also focus on only one aspect of our business or offer complementary products that can be integrated with our products. As we develop and bring to market new software products and service offerings, we may begin competing with companies with which we have not previously competed. Further, as we expand the geographic markets into which we sell our services and related software solutions, or increase our penetration therein, we may expect to increasingly compete with companies with which we have not previously competed. It is also likely that new competitors will enter the market or that our competitors will form alliances, including alliances with AWS or Microsoft, that may enable them to rapidly increase their market share. New competitors may have lower overhead than we do and may be able to undercut our pricing. We expect that competition will increase as other established and emerging companies enter the connected device market, and as new products and technologies are introduced.

 

Neither AWS nor Microsoft has agreed to any exclusive arrangement with us, nor has either agreed not to compete with us. AWS may decide to focus on providing products or services that compete directly with our products and services or partnering with other solution providers that compete with us. Microsoft may decide to bring more of the core embedded development services and expertise that we provide in-house, possibly resulting in reduced software and service revenue opportunities for us. The barrier to entering the market as a provider of Microsoft-based smart connected system software and services is relatively low. In addition, Microsoft has created marketing programs to encourage systems integrators to work on Windows IoT and Windows Mobile operating system software and services, including in the evolving IoT market. These systems integrators may be given substantially the same access by Microsoft to Microsoft technology as we are.

 

 

 

The unprecedented nature of the COVID-19 pandemic creates uncertainty for Bsquare and our customers, and for the overall global business environment.

 

As the scope and impact of the COVID-19 pandemic continue to evolve, a number of potential risks to our business may emerge and many have already affected our business and our financial results. We may face ongoing challenges selling or delivering our software and services, as our employees and many of those of our customers work from home, are unable to attend company and industry events, and face restrictions on travel and in-person meetings. Closures of manufacturing facilities and warehouses, or staffing shortages, continue to disrupt supply and distribution chains. Our customers could continue to experience a slow-down in demand for their products, decreased budgets, or delayed business initiatives, further reducing the need for our software and services. If our customers’ global supply chains are disrupted because of COVID-19, they may not be able to meet demands for their end-product and they may reduce or eliminate their purchases from Bsquare for an uncertain period of time, if not permanently. Our customers may be slow to collect from their customers or otherwise face liquidity problems, which may cause delays in satisfaction of their financial obligations to us. Some of our customers may be forced to reduce their workforce through layoffs or furloughs, to cease operations temporarily, or, in extreme cases, declare bankruptcy. In those situations, disruptions to our business could range from a loss of key customer relationships to an inability to timely collect potentially significant receivables.

 

We experienced a reduction in sales in our Partner Solutions segment since the second quarter of 2020 which we believe is primarily the result of the pandemic. The adverse effects of the COVID-19 pandemic on our financial results may continue for an unknown period of time. The extent, depth, and duration of the impact of the COVID-19 pandemic on our operational and financial performance will depend on many factors, including the on-going rate of spread of the pandemic, variants of the coronavirus that causes COVID-19, and the speed with which vaccines are manufactured, distributed and delivered. Specifically, our customers’ demand for our products is uncertain and is likely affected by disruptions in their component supply chains, their own sales cycles, their industry verticals, their ability to sell through traditional distribution channels, their ability to convene or attend employee or industry events, or other factors created and made persistent by the uncertain COVID-19 environment. The decline in Partners Solutions revenue experienced in the second, third and fourth quarters of 2020 suggest the effect of these disruptions can be significant. The lingering economic effects of COVID-19, even after resolution of the immediate public health crisis, may result in adverse conditions for our business that may impact our financial condition or results.

 

Our operating results may be adversely affected by changing economic and market conditions and the uncertain geopolitical environment.

 

Uncertain economic and political conditions in the U.S. and worldwide have from time to time contributed, and may in the future contribute, to volatility in the technology industries at large, particularly in an emerging market such as IoT. These factors could potentially result in reduced demand for our products and services as a result of constraints on IT-related capital spending by our customers; purchasing delays; payment delays adversely affecting our cash flow and revenue; and difficulty in accurate budgeting and planning. If global economic and market conditions, or economic conditions in key markets, remain uncertain or deteriorate, we may experience material impacts on our business, operating results and financial condition.

 

We received a PPP loan, which may not be forgivable and may subject us to litigation or public scrutiny that harms our business.

 

In April 2020, we received loan proceeds of $1.6 million under the original Paycheck Protection Program (“PPP”), which provided for loans to qualifying companies. No payments of principal or interest were due during an initial deferral period, and up to 100% of principal and accrued interest is forgivable if we used the PPP loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise comply with PPP requirements. We have used the proceeds of the PPP loan for eligible purposes and expect to pursue forgiveness; however, we may have taken or may in the future take action that could inadvertently cause some or all of the PPP loan to become ineligible for forgiveness, which may reduce our liquidity and harm our business, financial condition and results of operations.

 

The rules surrounding the forgiveness of PPP funding are subject to the political and economic climate and could change, altering our obligations for repayment. Furthermore, if the media, watch groups, government officials or others portray us as a business that should not have availed itself of PPP funding, we may face negative publicity that harms our business and operations.

 

We may be subject to product liability, infringement or other legal claims that could result in significant cost and ongoing liabilities.

 

Our software license and service agreements with our customers typically contain provisions designed to limit our exposure to potential product liability, infringement and other legal claims. However, it is possible that these provisions may be ineffective under the laws of certain jurisdictions or that our customers may not agree to these limitations. Although we have not experienced any product liability or infringement claims to date, as our business focus continues to transition to the sale of our own proprietary products, the sale and support of our products and services may be subject to such claims in the future. There is a risk that any such claims or liabilities may exceed, or fall outside, the scope of our insurance coverage, and we may be unable to obtain adequate liability insurance in the future. A product liability, infringement or other legal claim brought against us, whether successful or not, could negatively impact our business and operating results.

 

Our common stock has experienced and may continue to experience price and volume fluctuations, which could lead to costly litigation for us and make an investment in us less appealing.

 

Stock markets are subject to significant price and volume fluctuations that may be unrelated to the operating performance of particular companies and the market price of our common stock may therefore frequently change as a result. For example, during the year ended December 31, 2020, the high and low closing prices of our common stock were $1.83 and $0.93 per share, respectively, but in February 2021 our closing price reached $8.40 per share, and we have not had any recent changes in our financial condition or results of operations that is consistent with the recent change in our stock price. In addition, the market price of our common stock has fluctuated and may continue to fluctuate substantially due to a variety of other factors, including quarterly fluctuations in our results of operations (including as a result of fluctuations in our revenue recognition), our ability to execute on our current growth strategy in a timely fashion, announcements about technological innovations or new products or services by us or our competitors, market acceptance of new products and services offered by us, developments in the IoT market, changes in our relationships with our suppliers or customers, our ability to meet analysts’ expectations, changes in the information technology environment, changes in earnings estimates by analysts, sales of our common stock by existing holders and the loss of key personnel. Possible exogenous incidents and trends may also impact capital markets and our own common stock prices, including but not limited to foreign and cross border altercations, political unrest, cyberterrorism on a global scale, and increasingly disruptive weather systems.

 

In the past, following periods of volatility in the market price of a company’s stock, class action securities litigation has often been instituted against such companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which would materially adversely affect our business, financial condition and operating results.

 

 

Our common stock may become the target of a short squeeze.

 

In the past several weeks prior to the filing of this Annual Report on Form 10‑K, securities of certain companies have increasingly experienced significant and extreme volatility in stock price due to short sellers of shares of common stock and buy-and-hold decisions of longer investors, resulting in what is sometimes described as a “short squeeze.” Short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company. Sharp rises in a company’s stock price may force traders in a short position to buy the stock to avoid even greater losses. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks have abated. We may be a target of a short squeeze, and investors may lose a significant portion or all of their investment if they purchase our shares at a rate that is significantly disconnected from our underlying value.

 

Large customers with significant resources may resort to litigation to recoup economic loss and other damages caused by what those customers perceive to be a deficiency in our products or a breach in our contractual arrangements.

 

We have a number of larger customers that have entered into longer-term contracts for our products and services. Further, we have actively engaged with those customers in recent months to retool our previously delivered products and to improve our previous agreements. Despite these efforts and investments, new issues may arise, or previous problems may re-occur, causing these customers to choose to initiate litigation against us. While we have no indication that these customers intend to pursue litigation, a decision to do so could cause us to incur significant defense costs, which would be significantly distracting, and may damage our reputation in our markets.

 

Privacy concerns and laws, evolving regulation of cloud computing, cross-border data transfer restrictions and other domestic or foreign regulations may limit the use and adoption of our products and services and adversely affect our business.

 

Regulation related to the provision of services on the internet is evolving and increasing, as federal, state and foreign governments continue to adopt new laws and regulations addressing data privacy and the collection, processing, storage and use of personal information, such as the E.U.’s Data Protection Directive and General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”). Further, laws and regulations are increasingly aimed at the use of personal information for marketing purposes, such as the E.U.’s ePrivacy Directive and ePrivacy Regulation. Country-specific laws and regulations are subject to new and differing interpretations and may be inconsistent among jurisdictions. Existing laws and regulations, as well as future requirements, could reduce demand for our products and services or restrict our ability to store and process data or, in some cases, impact our ability to offer our products and services in certain locations or our customers' ability to deploy our solutions globally. The costs of compliance with and other burdens imposed by laws, regulations and standards such as GDPR and CCPA may also limit the use and adoption of our products and services, reduce overall demand for our products and services, lead to significant fines, penalties or liabilities for noncompliance, or slow the pace at which we close sales transactions, any of which could harm our business. Furthermore, concerns regarding data privacy may cause our customers’ customers to resist providing the data necessary to allow our customers to use our products and services effectively. Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our products and services and could limit adoption of our cloud-based solutions.

 

Changing growth strategies, negative business conditions, changes in useful lives, and other factors may negatively affect the carrying value of the intangible assets and goodwill we have acquired.

 

We evaluate goodwill and intangible assets for impairment on an annual basis or more frequently when an event occurs, or circumstances change that indicate that the carrying value may not be recoverable. Business conditions and other factors may require us to reassess the useful lives associated with intangible assets. Reductions in operating cash flows or projected cash flows of our reporting units could result in an impairment charge that would negatively impact our operating results. 

 

It might be difficult for a third party to acquire us even if doing so would be beneficial to our shareholders.

 

Certain provisions of our articles of incorporation, bylaws and Washington law may discourage, delay or prevent a change in the control of us or a change in our management, even if doing so would be beneficial to our shareholders. Our Board of Directors has the authority under our articles of incorporation to issue preferred stock with rights superior to the rights of the holders of common stock. As a result, preferred stock could be issued quickly and easily with terms calculated to delay or prevent a change in control of our company or make removal of our management more difficult. In addition, our Board of Directors is divided into three classes. The directors in each class serve for three-year terms, one class being elected each year by our shareholders. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of our company because it generally makes it more difficult for shareholders to replace a majority of our directors. In addition, Chapter 19 of the Washington Business Corporation Act generally prohibits a “target corporation” from engaging in certain significant business transactions with a defined “acquiring person” for a period of five years after the acquisition, unless the transaction or acquisition of shares is approved by a majority of the members of the target corporation’s Board of Directors prior to the time of acquisition. This provision may have the effect of delaying, deterring or preventing a change in control of our company. The existence of these anti-takeover provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock.

 

Risks Related to Our Business Operations

 

Investments in new products and services may not deliver the returns that were anticipated when the development process was initiated, which will have a detrimental effect on our financial results.

 

As we bring new products and services to market, the acquisition rate, amount, and profitability of the revenue produced by these new offerings will be highly uncertain. Customers may not choose to adopt our technologies or may choose to adopt them more slowly than expected. The investment models that caused us to initiate product development efforts may have contained faulty assumptions about customer adoption rates and/or pricing. As a result, we may be required to sustain losses from product development for a longer period than expected, which could harm our financial results and diminish our ability to make additional investments in new products or in improving our existing set of products and services. 

 

 

Expected operating efficiencies from our restructuring plans may not be realized as anticipated.

 

Throughout 2019 and 2020, we continued our efforts to reduce unnecessary or excessive costs, with particular emphasis on personnel costs, in order to better align our organizational structure with our strategic focus. Factors which may affect the potential operating efficiencies we realize from our restructuring plans include the adverse impact of job eliminations, uncertainties associated with loss of customer and vendor confidence, potential negative impact on sales and customer service as well as factors outside of our control such as changes in the economic environment. We may not realize the anticipated benefits under our restructuring plans, which could result in additional restructuring efforts. If our restructuring plans are not successful, our business and results of operations may be negatively impacted. 

 

The efforts to improve our cost structure and business outlook could result in the departure of key personnel or in costly employment-related litigation. Such outcomes would adversely affect our business and financial results

 

After right-sizing the organization throughout 2019 and 2020, we now operate with single and primary points of function and expertise for some positions.  These ongoing changes, combined with the tight labor market for technology employees, could cause the sudden departure of key individuals, which could in turn have a detrimental effect on our ability to innovate rapidly and serve our customers. Further, because the market for technology employment remains highly competitive, filling key vacancies may extend these negative effects. Further, employees who have had or who may have in the future their employment relationship terminated, or who are simply disgruntled with the direction of the company’s strategy may decide to pursue litigation against us or may choose to disparage us in social media. These activities could damage our reputation, divert our attention from operating our business, and otherwise cause our business to suffer.

 

Our international operations expose us to greater intellectual property, management, collections, regulatory and other risks.

 

Customers outside of North America generated 14% and 15% of our total revenue in 2020 and 2019, respectively. We currently have sizable operations outside of North America and in the United Kingdom (“U.K.”). Our international activities and operations expose us to a number of risks, including the following:

 

 

Greater difficulty in protecting intellectual property due to less stringent foreign intellectual property laws and enforcement policies;

 

Longer collection cycles than we typically experience in North America;

 

Unfavorable changes in regulatory practices and tariffs;

 

Compliance with complex regulatory regimes or restrictions on import and export of our goods and services;

 

Complex and/or adverse tax laws and/or changes thereto. Additionally, we may be subject to income, withholding and other taxes for which we may realize no current benefit despite the existence of significant net operating loss and tax credit carryforwards in the U.S.;

 

Loss or reduction of withholding tax exemptions;

 

The impact of fluctuating exchange rates between the U.S. dollar and foreign currencies;

 

General economic and political conditions in international markets which may differ from those in the U.S.;

 

Increased exposure to potential liability under the Foreign Corrupt Practices Act;

 

Added cost and administrative burden associated with creating and operating business structures in other jurisdictions;

 

Potential labor costs and risks associated with employees and labor laws in other geographies; and

 

The inherent risks of working in a certain highly regulated and/or controlled economies where relationships between company management and government officials is critical to timely processing of approvals required to conduct business.

 

On January 31, 2020, the U.K. exited the E.U., commonly referred to as “Brexit”. As the long-term implications of Brexit become clear, it is possible that there will be greater restrictions on imports and exports between the U.K. and E.U. countries and increased regulatory complexities, which could adversely impact our operations and business in both the U.K. and the E.U.

 

These risks could have a material adverse effect on the financial and managerial resources required to operate our foreign offices, as well as on our future international revenue, which could negatively impact our business and operating results.

 

 

As our customers seek more cost-effective locations to develop and manufacture their products, particularly overseas locations, our ability to continue to sell our software products and services to these customers could be adversely affected, which could negatively impact our revenue and operating results.

 

Due to competitive and other pressures, some of our customers have moved, and others may seek to move, the development and manufacturing of their smart, connected systems to overseas locations, which may limit our ability to sell our software and services to these customers. As an example, under our current arrangements with Microsoft, we are currently only able to sell Microsoft Windows IoT operating systems to our customers in the United States, Canada, the Caribbean (excluding Cuba), Mexico, and the European Free Trade Association. If our customers, or potential customers, move their manufacturing overseas to locations in which our business may be limited, we may be less able to remain competitive, which could negatively impact our revenue and operating results.

 

Past acquisitions have proven difficult to integrate, and future acquisitions, if any, could disrupt our business, dilute shareholder value and negatively affect our operating results and may not accrete to our revenue or other operating results or to our business generally.

 

We have acquired the technologies, assets and/or operations of other companies in the past and may acquire or make investments in companies, products, services and technologies in the future as part of our growth strategy. If we fail to properly evaluate, integrate and execute on our acquisitions and investments, our business and prospects may be seriously harmed. In addition, acquisitions may not be as accretive to our revenue or other operating results as expected. To successfully complete an acquisition, we must properly evaluate the business, technology, market and management team of the acquisition target, accurately forecast the financial impact of the transaction, including accounting charges and transaction expenses, integrate and retain personnel, combine potentially different corporate cultures and effectively integrate products, research and development, sales, marketing and support operations. If we fail to do any of these, we may suffer losses and impair relationships with our employees, customers and strategic partners. Additionally, acquisition activities may distract management from day-to-day operations. We also may be unable to maintain consistently uniform standards, controls, procedures and policies across our entire business as a result, and significant additional demands may be placed on our management and our operations, information services and financial, legal and marketing resources. Finally, acquired businesses may result in unexpected liabilities and contingencies, which may involve compliance with foreign laws, payment of taxes, labor negotiations or other unknown costs and expenses, which could be significant.

 

We could become subject to taxation in jurisdictions in which we do not believe we currently have tax nexus, which could expose us to additional tax liability that we have not been subject to in the past.

 

We sell in many jurisdictions across the United States. We believe we do not have nexus in most of these jurisdictions and, therefore, we believe we are not subject to sales, franchise, income and other state and local taxes in such jurisdictions. However, if we are determined to have tax nexus in other jurisdictions (as a result of more aggressive interpretations of nexus by taxing jurisdictions or otherwise) and we are unable to pass through this cost to our customers, our tax expense will increase which will negatively affect our results of operations. Further, because state and local tax laws are becoming increasingly complex, we anticipate that our cost to monitor our state and local tax compliance will increase which will negatively affect our results of operations. Additionally, we may have unknown tax exposure in a state or local tax jurisdiction because of recent tax law changes of which we are unaware, and the resulting liability could be significant and would negatively affect our results of operations.

 

Changes in our effective tax rate may impact our results of operations.

 

We are subject to taxes in the U.S. and other jurisdictions. Tax rates in these jurisdictions may be subject to significant change due to economic and/or political conditions. A number of other factors may also impact our future effective tax rate including:

 

 

the jurisdictions in which profits are determined to be earned and taxed;

 

the resolution of issues arising from tax audits with various tax authorities;

 

changes in valuation of our deferred tax assets and liabilities;

 

increases in expenses not deductible for tax purposes, including write-offs of acquired intangibles and impairment of goodwill in connection with acquisitions;

 

changes in availability of tax credits, tax holidays, and tax deductions;

 

changes in share-based compensation; and

 

changes in tax laws or the interpretation of such tax laws and changes in generally accepted accounting principles.

 

There may be restrictions on the use of our net operating loss and tax credit carryforwards due to a tax law “ownership change.”

 

We did not generate taxable income in 2020 or 2019 and, as a result, we were unable to use our net operating loss and tax credit carryforwards with respect to such tax years. In addition, Sections 382 and 383 of the Internal Revenue Code restrict the ability of a corporation that undergoes an ownership change to use net operating loss and tax credit carryforwards. We have performed analyses of possible ownership changes which included consideration of a third-party study, and do not believe that an ownership change, as defined by Section 382, has occurred. However, if a tax law ownership change has occurred of which we are not aware, or if a tax law ownership change occurs in the future, we may have to adjust the valuation of our deferred tax assets and could be at risk of having to pay income taxes notwithstanding the existence of our sizable carryforwards. Further, to the extent that we have utilized our carryforwards from prior years, the existence of a previous tax law ownership change that we did not account for could result in liability for back taxes, interest, and penalties. If we are unable to utilize our carryforwards and/or if we previously utilized carryforwards to which we were not entitled, it would negatively impact our business, financial condition and operating results.

 

Risks Related to Technology and Intellectual Property

 

Our software or hardware products or the third-party hardware or software integrated with our products or delivered as part of our service offerings may suffer from defects or errors that could impair our ability to sell our products and services.

 

Software and hardware components as complex as those needed for dedicated purpose intelligent systems frequently contain errors or defects, especially when first introduced or when new versions are released. We have had to delay commercial release of certain versions of our products until problems were corrected and, in some cases, have provided product enhancements to correct errors in released products. Some of our contracts require us to repair or replace products that fail to work. To the extent that we repair or replace products, our expenses may increase. In addition, it is possible that by the time defects are repaired, the market opportunity may decline which may result in lost revenue.

 

Moreover, to the extent that we provide increasingly complex and comprehensive products and services, particularly those focused on IoT hardware, and rely on third-party manufacturers and suppliers to manufacture these products, we will be dependent on the ability of such third-party manufacturers and suppliers to correct, identify and prevent manufacturing errors or defects. Errors or defects that are discovered after commercial release could result in loss of revenue or delay in market acceptance, diversion of development resources, damage to our reputation and increased service and warranty costs, all of which could negatively impact our business and operating results.

 

 

Our business and operations would be adversely impacted in the event of a failure or interruption of our IT infrastructure.

 

The proper functioning of our IT infrastructure is critical to the efficient operation and management of our business. Despite ongoing mitigation efforts, our infrastructure may be vulnerable to cyberattacks, cyberterrorism, computer viruses, worms and other malicious software programs, physical and electronic break-ins, sabotage and similar disruptions from unauthorized tampering with our computer systems. We believe that we have adopted appropriate measures to mitigate potential risks to our technology infrastructure and our operations from these IT-related and other potential disruptions. However, given the unpredictability of the timing, nature and scope of such disruptions, we could potentially be subject to downtime, operational delays, other detrimental impacts on our operations or ability to provide products and services to our customers, the compromising of confidential or personal information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation, any of which could have a material adverse effect on our cash flows, competitive position, financial condition or results of operations.

 

Interruptions or delays in services from third-party data center hosting facilities or cloud computing platform providers could impair the delivery and availability of our products and services and harm our business.

 

We currently serve certain customers through third-party data center hosting facilities and cloud computing platform providers located in the United States and other countries. Any damage to, or failure of, these systems generally could result in interruptions in the availability of our products and services. We have from time to time experienced, and may continue to experience, such interruptions, which could cause us to issue credits or pay penalties, cause customers to terminate their subscriptions, and adversely affect our customer attrition rates and our ability to attract new customers, all of which would reduce our revenue. Our business would also be harmed if our customers and potential customers believe our product and services offerings are unreliable. Despite contract provisions to protect us, customers may look to us to support and provide warranties for these third-party systems, which may expose us to potential claims, liabilities and obligations for technology or services we did not develop or sell, all of which could harm our business. Further, third-party software and cloud platforms that we currently or may in the future utilize may not continue to be available at reasonable prices, on commercially reasonable terms, or may become unavailable. Any of these outcomes could significantly increase our expenses and result in delays in the provisioning of our products and services until we are able to procure alternative solutions, either by developing equivalent technology or, if available, obtaining such technology through purchase or license from other third parties.

 

We do not control the operation or security of any of these hosting facilities or cloud computing platforms, and they may be vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct, as well as local administrative actions, changes to legal or permitting requirements and litigation to stop, limit or delay operation. Despite precautions taken by providers of these facilities and platforms, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities or platforms without adequate notice or other unanticipated problems at these facilities or platforms could result in lengthy interruptions in or cessation of our services.

 

Breaches in data security or incidents of cybercrime could damage our customers’ business and our reputation, which may harm our ability to gain new customers or cause our existing customer to look to our competitors for products and services.

 

Our products and services involve the storage and transmission of customers’ proprietary data and personal information and security breaches could result in a risk of loss of this data or information, litigation and possible liability. While we have security measures in place, they may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise and result in someone obtaining unauthorized access to our IT systems, our customers’ data or our data, including our intellectual property and other confidential business information. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive personal information such as usernames, passwords or other information in order to gain access to our customers’ data, our data or our IT systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, our customers may authorize third-party technology providers to access their customer data, and some of our customers may not have adequate security measures in place to protect their data. Because we do not control the IT security of our customers or third-party technology providers, or of the processing of such data by third-party technology providers, we cannot ensure the integrity or security of such transmissions or processing. Malicious third parties may also conduct attacks designed to temporarily deny customers access to our products and services. Any security breach could result in a loss of confidence in the security of our products and services, damage our reputation, negatively impact our future sales, disrupt our business and lead to legal liability.

 

Our software and service offerings could infringe the intellectual property rights of third parties, which could expose us to additional costs and litigation and could adversely affect our ability to sell our products and services or cause shipment delays or stoppages.

 

It is difficult to determine whether our software products and engineering services infringe third-party intellectual property rights, particularly in a rapidly evolving technological environment in which technologies often overlap and where there may be numerous patent applications pending, many of which are confidential when filed. If we were to discover that one of our software products or service offerings, or a product based on one of our reference designs, violated a third party’s proprietary rights, we may not be able to obtain a license on commercially reasonable terms, or at all, to continue offering that product or service. Similarly, third parties may claim that our software products and services infringe their proprietary rights, regardless of whether such claims have merit. Any such claims could increase our costs and negatively impact our business and operating results. In certain cases, we have been unable to obtain indemnification against claims that third-party technology incorporated into our software products and services infringe the proprietary rights of others. However, any indemnification we do obtain may be limited in scope or amount. Even if we receive broad third-party indemnification, these entities may not have the financial capability to indemnify us in the event of infringement.

 

 

In addition, in some circumstances we are required to indemnify our customers for claims made against them that are based on our software products or services. We may face claims of infringement or invalidity related to the software products and services we provide or arising from the incorporation by us of third-party technology and claims for indemnification from our customers resulting from such claims. Some of our competitors have, or are affiliated with companies with, substantially greater resources than we have, and these competitors may be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, we expect that software developers will be increasingly subject to infringement claims as the number of products and competitors in the software industry grows, and as the functionality of products in different industry segments increasingly overlap. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources in addition to potential product redevelopment costs and delays. Furthermore, if we were unsuccessful in resolving a patent or other intellectual property infringement action claim against us, we may be prohibited from developing or commercializing certain of our technologies and products, or delivering services based on the infringing technology, unless we obtain a license from the holder of the patent or other intellectual property rights. We may not be able to obtain any such license on commercially favorable terms, or at all. If such license were not obtained, we would be required to cease these related business operations, which could negatively impact our business, revenue and operating results.

 

If we are unable to license key software from third parties, our business could be harmed.

 

We sometimes integrate third-party software with our proprietary software and engineering service offerings or sell such third-party software offerings on a standalone basis, such as we do with Microsoft Windows IoT and Mobile operating systems under our OEM Distributor Agreements (“ODAs”) with Microsoft. If our relationships with these third-party software vendors were to deteriorate, or be eliminated in their entirety, we might be unable to obtain licenses on commercially reasonable terms, if at all. In the event that we are unable to obtain these third-party software offerings, we would be unable to continue to generate revenue from our reseller relationships or, with respect to our proprietary software and engineering services offerings, we would be required to develop this technology internally, assuming it was economically or technically feasible, or seek similar software offerings from other third parties assuming there were competing offerings in the marketplace, which could delay or limit our ability to introduce enhancements or new products, or to continue to sell existing products and engineering services, thereby negatively impacting our revenue and operating results.

 

If we fail to adequately protect our intellectual property rights, competitors may be able to use our technology which could weaken our competitive position, reduce our revenue and increase our costs.

 

We rely primarily on confidentiality policies and procedures and contractual provisions as well as a combination of patent, copyright, trade secret and trademark laws, to protect our intellectual property. These laws, policies and procedures provide only limited protection. It is possible that another party could obtain patents that block our use of some, or all, of our software products and services. If that occurred, we would need to obtain a license from the patent holder or design around those patents. The patent holder may or may not choose to make a license available to us on acceptable terms, or at all. Similarly, it may not be possible to design around a blocking patent. Our efforts to protect our intellectual property rights through patent, copyright, trade secret and trademark laws may not be effective to prevent misappropriation of our technology, or to prevent the development and design by others of products or technologies similar to or competitive with those developed by us.

 

We license our computer source code to customers. Customers with access to our source code may not comply with the license terms. We may not discover any violations of the license terms and, in the event of discovery of violations, we may not be able to successfully enforce the license terms or recover the economic value lost from such violations. To license some of our software products, we rely in part on “shrink-wrap” and “click wrap” licenses that are not signed by the end user and, therefore, may be unenforceable under the laws of certain jurisdictions. As with other software, our software products are susceptible to unauthorized copying and uses that may go undetected, and policing such unauthorized use is difficult.

 

A significant portion of our marks include the word “BSQUARE.” Other companies use forms of “BSQUARE” in their marks alone, or in combination with other words, and we cannot prevent all such third-party uses. We license certain trademark rights to third parties. Such licensees may not abide by our compliance and quality control guidelines with respect to such trademark rights. Any of these outcomes could negatively impact our brand, dilute its recognition in the marketplace, or confuse potential customers, all of which could harm our business.

 

The computer software market is characterized by frequent and substantial intellectual property litigation, which is often complex and expensive, and involves a significant diversion of resources and uncertainty of outcome. Litigation may be necessary in the future to enforce our intellectual property or to defend against a claim of infringement or invalidity. Litigation could result in substantial costs and the diversion of resources and could negatively impact our business and operating results.

 

Risks Related to Our Partnership with Microsoft

 

We provide software and services to customers building devices utilizing Microsoft’s Windows IoT and Windows Mobile operating systems and a significant portion of our revenue is derived from the sale of Microsoft Windows IoT and Windows Mobile operating systems. As a result, Microsoft has a significant direct and indirect influence on our business. The following Microsoft-related risks may negatively impact our business and operating results.

 

 

If we do not maintain our distribution relationship with Microsoft as currently structured, our revenue would decrease, and our business would be adversely affected.

 

We have entered into ODAs with Microsoft pursuant to which we are licensed to sell Microsoft Windows Mobile operating systems to customers in North America, South America, Central America (excluding Cuba), Japan, Taiwan, Europe, the Middle East, and Africa. The ODAs to sell Windows Mobile operating systems are effective through April 30, 2022. If any of our other ODAs are terminated by Microsoft (which Microsoft can do unilaterally) or not renewed, Partner Solutions revenue and resulting gross profit could decrease significantly and our operating results would be negatively impacted. Future renewals by Microsoft, if any, could be on less favorable terms, which could also negatively impact our business and operating results.

 

We currently recognize revenue from the sale of Microsoft software generally upon shipment of physical software licenses. If Microsoft were to change the method of providing software licenses to a digital rather than physical medium, our revenue recognition policies may need to change, and that change in policy could result in a significant decrease in revenue. While such a change is not expected, and would not immediately impact our cash flows, the full financial scope of the impact is uncertain and potentially significantly negative.

 

Microsoft can change its product pricing at any time, and unless we are able to pass through price increases to our customers, our revenue, gross profit and operating results would be negatively impacted.

 

Further, Microsoft currently offers a rebate program in conjunction with our resale activities in which we earn money for achieving certain predefined objectives. If Microsoft changes the way that rebates are earned by eliminating or negatively modifying the rebate program, our gross profit and operating results would be adversely impacted. In the second quarter of 2020, Microsoft changed the way a portion of its earned rebate may be claimed. While the change enacted in 2020 resulted in a net increase in rebates provided to us by Microsoft, future changes could have the opposite effect. If we are unable to meet the new rebate criteria, should the criteria be modified, we may not be able to sustain the financial benefits of the rebate program and our operating results could be harmed.

 

Our business and results of operations could be negatively impacted by changes Microsoft implements in its pricing of its operating systems.

 

Microsoft has historically implemented significant pricing changes for its operating systems products and Microsoft could make further pricing changes in the future. These changes have altered the competitive dynamics because the same pricing discounts are available to all distributors of these Microsoft products. As a distributor of Microsoft products, this may impact both the sales prices we charge our customers and the cost of goods sold that we incur for many of the Microsoft products we sell. Microsoft has indicated that a new version of an operating system product we frequently sell to customers will be released in the near future. While Microsoft has not indicated the pricing of this new product version, any significant declines in the market price for the product will reduce our revenue and may reduce our gross profits. The amount and impact of the change, and other pricing changes, on our revenue and gross profit are currently not determinable; however, they may negatively impact our operating results in future reporting periods.

 

Microsoft offers certain consumer Windows phone and tablet-based operating systems to customers free of charge, subject to certain limitations. While we do not distribute these operating systems today under our ODAs with Microsoft, if Microsoft were to offer, free of charge, operating systems that we do distribute, our business and results of operations would be adversely impacted.

 

In recent years, the markets for Windows IoT and Windows Mobile operating systems have declined; if the markets for these operating systems continue to decline or decline more rapidly than anticipated, our business and operating results would be materially harmed.

 

A significant portion of our revenue to date has been generated by software and services targeted at customers and devices running various Microsoft Windows IoT and Windows Mobile operating systems. In recent years, the markets for these systems have declined. If the markets for these operating systems continue to decline or decline more rapidly than anticipated, our business and operating results would be negatively impacted. Continued market acceptance of Microsoft Windows IoT and Windows Mobile operating systems will depend on many factors, including:

 

 

Microsoft’s development and support of various Windows IoT and Windows Mobile markets. As the developer and primary promoter of Windows IoT and Windows Mobile operating systems, if Microsoft were to decide to discontinue or lessen its support of these operating systems, potential customers could select competing operating systems, which could reduce the demand for our Microsoft Windows IoT and Windows Mobile software products and engineering services, from which a significant portion of our revenue continues to be generated;

 

The ability of the Microsoft Windows IoT and Windows Mobile operating systems to compete against existing and emerging operating systems for the smart connected systems market, including iOS from Apple, Inc.; VxWorks and Linux from WindRiver Systems Inc.; Android from Google Inc.; QNX from BlackBerry Limited; and other proprietary operating systems. Microsoft Windows IoT and Windows Mobile operating systems may be unsuccessful in capturing or retaining a significant share of the smart connected systems market in the future;

 

The acceptance by customers of the mix of features and functions offered by Microsoft Windows IoT and Windows Mobile operating systems; and

 

The willingness of software developers to continue to develop and expand the applications running on Microsoft Windows IoT and Windows Mobile operating systems is uncertain. To the extent that software developers write applications for competing operating systems that are more attractive to users than those available on Microsoft Windows IoT and Windows Mobile operating systems, this could cause potential customers to select competing operating systems and our revenue could decline.

 

 

Microsoft has audited our records under the ODAs in the past and may audit our records again in the future, and any negative audit results could result in additional charges and/or the termination of our distributor relationship with Microsoft.

 

There are provisions in the ODAs that require us to maintain certain internal records and processes for auditing purposes. Non-compliance with these or other contractual requirements could result in the termination of our distributor relationship with Microsoft. Microsoft conducted previous audits of our records pertaining to the ODAs, none of which had material findings. It is possible that future audits could result in charges due to any material findings that are found. We may also be contractually liable for payment of royalties to Microsoft in the event that certificates of authenticity are lost, damaged or stolen.

 

Item 1B.

Unresolved Staff Comments. 

 

None.

 

Item 2.

Properties. 

 

During the second quarter of 2020, we completed a move of our corporate headquarters from the prior location in Bellevue, Washington to a 6,780 square-foot facility in downtown Seattle, Washington. As of December 31, 2020, we have consolidated almost all of our operations into that single location, with the one exception of a small shipping and receiving location remaining in Bellevue.  The lease term on the new Seattle facility ends in July 2027.

 

We also lease 8,217 square feet of office space in Trowbridge, England, U.K. for use by the team of engineers and sales and marketing personnel operating from that location. In the fourth quarter of 2020, we renewed the lease for that facility for a 10-year term with substantially same terms as the now-terminated lease. We have an option to cancel the second half of the lease term (5 years).

 

In the fourth quarter of 2019, we made the decision to close our office in Taipei, Taiwan and fully executed that decision in the first quarter of 2020. We have no employees or facilities remaining in Taiwan.

 

We believe that our facilities meet our current operational needs now and in the near-term future.

 

Item 3.

Legal Proceedings. 

 

None.

 

Item 4.

Mine Safety Disclosures. 

 

Not applicable.

 

 

PART II

 

Item 5.

Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities. 

 

Market Information

 

Our common stock is traded on The NASDAQ Stock Market, LLC under the symbol “BSQR.”

 

Holders

 

As of February 28, 2021, there were 112 holders of record of our common stock. Because many shares of our common stock are held by brokers and other institutions on behalf of shareholders, we are unable to determine the total number of shareholders represented by these holders of record.

 

 

Item 6.

Selected Financial Data. 

 

Not applicable.

 

 

Item 7.

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

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes. This Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain some statements and information that are not historical facts but are forward-looking statements. For a discussion of these forward-looking statements, and of important factors that could cause results to differ materially from the forward-looking statements contained in this report, see Item 1 of Part I, “Business—Cautionary Note Regarding Forward-Looking Statements,” and Item 1A of Part I, “Risk Factors.”

 

Overview

 

Bsquare is a software and services company that designs, configures, and deploys technologies that solve difficult problems for manufacturers and operators of connected devices. Our customers choose Bsquare to help realize the promise of IoT to transform their businesses. Our products include software that connect devices to create intelligent systems that are cloud-enabled, contribute critical data, and facilitate distributed control and decision making. Our services include 24/7 IoT operations that allow our customers to focus on their businesses while we take care of security, monitoring, and general technology updates. The opportunity to help companies explore and capture the value of IoT is attractive and growing. In the last two years alone, we helped hundreds of companies deploy and manage over two million devices. We operate large IoT systems for our customers with device fleets that range in size and complexity. We believe we offer a unique combination of expertise in device-level solutions, embedded operating systems, and IoT services and software that is valued by a global customer base, from start-ups to Fortune 100 companies, across a diverse set of industries.  

 

In 2020, we continued our initiatives commenced in 2019 to reposition our business. We believe the additional focus we placed on serving our customers contributed to the financial and operating results of 2020.

 

Revenue and Customers

 

The COVID-19 pandemic interrupted our customer ordering patterns, causing a significant disruption to our Partner Solutions business in 2020. After an exceptionally strong revenue in the first quarter, we saw a significant decrease in Partner Solution revenue in the second quarter. Partner Solutions revenue improved and stabilized in the third and fourth quarters, but at levels lower than our pre-COVID-19 expectations. We suspect our Partner Solutions revenue also decreased because competing Microsoft distributors offered deep discounts on Windows IoT OS software as part of hardware / software bundles. We expect this will continue in 2021.  We are working aggressively to retain our large customers and attract new customers with superior service and technical support, pricing that rewards loyalty, and a path to IoT operations.

 

Investments made to ensure we were meeting our operating commitments, while re-tooling and addressing issues with software previously delivered to some of our larger IoT customers, started to pay off in 2020. We expanded our relationship with Itron, Inc. (“Itron”) and our work helping them build their intelligent utility grid. We anticipate investments in our other large IoT customers will continue in 2021, but at lower levels than in 2020 as the bulk of the rework is now complete. Beyond gaining credibility as a reliable technology partner, we believe the experience we have gained serving Itron and our other large IoT customers positions us to improve our IoT software and services in 2021 and beyond.

 

Expenses and Operating Results

 

Despite the disruption of COVID-19, we had one of our strongest years in recent history. 2020 operating loss and net loss improved dramatically over 2019, by $7.5 million and $7.3 million respectively. These strong results became possible through prior efforts to enter 2020 with an expense structure that made sense for our business and an entrepreneurial leadership team that acted on changing business circumstances and opportunities as they emerged. We believe this operating discipline demonstrates our ability to manage through adversity.

 

 

Cash and Liquidity

 

Our cash and cash equivalents increased by $2.4 million during 2020. Our access to loan proceeds from the $1.6 million PPP loan supported our efforts to maintain our engineering staffing levels and pursue new opportunities created by our unique expertise. Our current cash balance and lack of debt service obligations (other than any unforgiven portions of our PPP loan principal) have provided sufficient liquidity for the business.

 

Critical Accounting Judgments

 

Revenue recognition

 

We recognize revenue when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We generate all of our revenue from contracts with customers.

 

Embedded operating system software

 

We sell embedded operating system software licenses based upon a customer purchase order, shipping a certificate of authenticity (“COA”) to satisfy this single performance obligation. These shipments are also subject to limited return rights; historically, returns have been insignificant. We recognize revenue from third-party products at the time of shipment when the customer accepts control of the COA.

 

Proprietary software

 

We sell our proprietary software products to customers under a contract or by purchase order. Our Edge to Cloud software contracts generally include professional services, a perpetual or term license and support and maintenance. In contracts with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the contract at contract inception. Performance obligations that are not distinct at contract inception are combined. Contracts that include software customization may result in the combination of the customization services with the software license as one distinct performance obligation. We allocate the transaction price to each distinct performance obligation based on the estimated standalone selling price for each performance obligation. We then look to how control of the software transfers to the customer in order to determine the timing of revenue recognition. In contracts that include customer acceptance, we recognize revenue when we have delivered the software and received customer acceptance. We recognize revenue from support and maintenance over the service delivery period. We recognize revenue from royalties in the period of usage.

 

Our software products generally do not include customization or modification services and are sold in the form of term licenses. These software licenses represent one distinct performance obligation. Revenue is recognized when the software is delivered to the customer.

 

 

Professional services

 

We enter into contracts for professional services, including for our IoT-related service offerings, that include software development and customization. We identify each performance obligation in our professional services contracts at contract inception. The contracts generally include project deliverables specified by each customer. The contract pricing is either at stated billing rates per service hour and material costs or at a fixed amount. Services provided under professional engineering contracts generally result in the transfer of control of the applicable deliverable over time. We recognize revenue on service contracts based on time and materials as we have the right to invoice. We recognize revenue on fixed fee contracts on the proportion of labor hours expended to the total hours expected to complete the contract performance obligation. Certain professional service contracts include substantive customer acceptance provisions, in which case we recognize revenue upon customer acceptance.

 

The determination of the total labor hours expected to complete the performance obligations on fixed fee contracts involves significant judgment. We incorporate revisions to hour and cost estimates when the causal facts become known. In certain situations, when it is impractical for us to reasonably measure the outcome of a performance obligation, and where we anticipate that we will not incur a loss, an adjusted cost-based input method is used for revenue recognition. Equal amounts of revenue and cost are recognized during the contract period, and profit is recognized when the project is completed and accepted.

 

Leases

 

We lease office facilities, primarily under operating leases, which expire at various dates through 2027. These leases generally contain renewal options for a defined number of years at the then-fair market rental rate or rate stipulated in the lease agreement, which we have an option to exercise at the end of the initial lease term.

 

We determine if an arrangement is a lease at inception. On our balance sheet, our office facility leases are included in Right-of-Use (“ROU”) assets and related lease liabilities are included in the Operating leases and Operating leases, long-term statement line items. ROU assets represent our right to use the underlying assets for the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease agreements. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the term of the lease. For leases that do not provide an implicit rate, we use an incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments. We will use the implicit rate in the lease when readily determinable. The Company accounts for its lease expense with free rent periods and step-rent provisions on a straight-line basis over the original term of the lease and any extension options that the Company more likely than not expects to exercise, from the date the Company has control of the property. Certain leases provide for periodic rental increases based on price indices. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Intangible assets

 

We evaluate our intangible assets for indications of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our intangible assets consist of customer relationships arising from business acquisitions. We periodically assess the value of our intangible assets. Factors that could trigger an impairment analysis include significant under-performance relative to historical or projected future operating results, significant changes in the manner of our use of the acquired assets or the strategy for our overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, we assess the likelihood of recoverability of the net carrying value of the asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated undiscounted future cash flows of the technology over the remaining useful life, we reduce the net carrying value of the related intangible asset to fair value.

 

 

 

Taxes

 

As part of the process of preparing our consolidated financial statements, we are required to estimate income taxes in each of the countries and other jurisdictions in which we operate. This process involves estimating our current tax expense together with assessing temporary differences resulting from the differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. Net operating losses and tax credits, to the extent not already utilized to offset taxable income or income taxes, also give rise to deferred tax assets. We must then assess the likelihood that any deferred tax assets will be realized from future taxable income, and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. We are required to use judgment as to the appropriate weighting of all available evidence when assessing the need for the establishment or the release of valuation allowances. As part of this analysis, we examine all available evidence on a jurisdiction-by-jurisdiction basis and weigh the positive and negative information when determining the need for full or partial valuation allowances. The evidence considered for each jurisdiction includes, among other items, (i) the historical levels of income or loss over a range of time periods that extends beyond the two years presented, (ii) the historical sources of income and losses, (iii) the expectations and risk associated with underlying estimates of future taxable income, (iv) the expectations and risk associated with new product offerings and uncertainties with the timing of future taxable income, and (v) prudent and feasible tax planning strategies. Significant judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our deferred tax assets. We estimate the valuation allowance related to our deferred tax assets on a quarterly basis.

 

Our sales may be subject to other taxes, particularly withholding taxes, due to our sales to customers in countries other than the United States. The tax regulations governing withholding taxes are complex, causing us to have to make assumptions about the appropriate tax treatment. Further, we make sales in many jurisdictions across the United States, where tax regulations are varied and complex. We must therefore continue to analyze our state tax exposure and determine what the appropriate tax treatments are, and make estimates for sales, franchise, income and other state taxes.

 

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.

 

   

Year Ended December 31,

 

(In thousands, except percentages)

 

2020

   

2019

   

$ Change

   

% Change

 

Revenue

  $ 47,144     $ 59,283     $ (12,139 )     (20 )%

Cost of revenue

    39,418       49,187       (9,769 )     (20 )%

Gross profit

    7,726       10,096       (2,370 )     (23 )%

Operating expenses

    9,580       19,410       (9,830 )     (51 )%

Loss from operations

    (1,854 )     (9,314 )     7,460       (80 )%

Other income, net

    (35 )     149       (184 )     (123 )%

Loss before income taxes

    (1,889 )     (9,165 )     7,276       (79 )%

Income tax expense

          (16 )     16       (100 )%

Net loss

  $ (1,889 )   $ (9,181 )   $ 7,292       (79 )%

 

 

Revenue

 

We generate revenue from the sale of software, both embedded operating system software that we resell and our own proprietary software, and related professional services. Total revenue decreased in 2020 compared to 2019, due to decreased sales in our Partner Solutions segment, primarily in North America and Asia, as well as decreased revenue in our Edge to Cloud segment.

 

Additional revenue details were as follows:

 

   

Year Ended December 31,

 

(In thousands, except percentages)

 

2020

   

2019

   

$ Change

   

% Change

 

Revenue:

                               

Partner Solutions

  $ 42,257     $ 50,628     $ (8,371 )     (17 )%

Edge to Cloud

    4,887       8,655       (3,768 )     (44 )%

Total revenue

  $ 47,144     $ 59,283     $ (12,139 )     (20 )%

As a percentage of total revenue:

                               

Partner Solutions

    90 %     85 %                

Edge to Cloud

    10 %     15 %                

 

Partner Solutions revenue

 

Partner solutions revenue decreased $8.4 million and 17% in 2020 compared to 2019,We believe customer demand for embedded operating systems was adversely impacted by the economic downturn and related uncertainty stemming from the global COVID-19 pandemic. We have some customer concentration in industries particularly impacted by COVID-19, such as casino gaming, hospitality, and point-of-sale systems.

 

Edge to Cloud revenue

 

Edge to Cloud revenue decreased $3.8 million and 44% in 2020 compared to 2019, due primarily to professional services revenue earned in 2019 that was not repeated in 2020. We expect Edge to Cloud revenue will continue to vary in timing and amounts.

 

Gross profit and gross margin

 

Cost of Partner Solutions revenue consists primarily of the cost of embedded operating system software product costs payable to third-party vendors, net of rebate credits earned through Microsoft's distributor incentive program. Cost of Edge to Cloud revenue consists primarily of salaries and benefits, contractor costs and re-billable expenses, and amortization of certain intangible assets related to acquisitions.

 

Gross profit and gross margin were as follows:  

 

   

Year Ended December 31,

 

(In thousands, except percentages)

 

2020

   

2019

   

$ Change

   

% Change (1)

 

Partner Solutions gross profit

  $ 7,086     $ 7,430     $ (344 )     (5 )%
Partner Solutions gross margin     17 %     15 %           2 %
Edge to Cloud gross profit   $ 640     $ 2,666     $ (2,026 )     (76 )%
Edge to Cloud gross margin     13 %     31 %           (18 )%

Total gross profit

  $ 7,726     $ 10,096     $ (2,370 )     (23 )%
Total gross margin     16 %     17 %           (1 )%

(1) For gross margin, amounts represent percentage point change.

 

Partner Solutions gross profit declined in 2020 compared to 2019 primarily as a result of lower third-party software sales. Partner Solutions gross margin was favorably impacted by rebate credits earned through Microsoft’s distributor incentives program. In accordance with program rules, we allocate a portion of the incentive earnings to reduce cost of revenue with the remaining portion utilized to offset qualified marketing expenses in the period the expenditures are claimed and approved. During 2019, 20% was allocated to offset cost of revenue and the remaining 80% was potentially available to offset qualified marketing expenses. During the second quarter of 2020 the program allocation was changed by Microsoft to a 50/50 split between the two components. In 2020, we recorded approximately $757,000 in rebate credits as an offset to cost of revenue compared to approximately $314,000 in 2019.

 

Partner Solutions gross margin was also favorably impacted by a small amount of revenue for which only the margin is recognized as revenue given our role as agent in the transaction.

 

 

Edge to Cloud gross profit and gross margin decreased in 2020 compared to 2019, primarily due to decreased sales of software and services in 2020 compared to 2019 and lower margin project work.

 

Operating expenses

 

Operating expenses were as follows:

 

   

Year Ended December 31,

 

(In thousands, except percentages)

 

2020

   

2019

   

$ Change

   

% Change

 

Operating expenses:

                               

Selling, general and administrative

  $ 9,314     $ 11,316     $ (2,002 )     (18 )%

Research and development

    266       5,751       (5,485 )     (95 )%

Restructuring costs

          2,343       (2,343 )     %

Total operating expenses

  $ 9,580     $ 19,410     $ (9,830 )     -51 %

As a percentage of total revenue:

                               
Selling, general and administrative     20 %     19 %                
Research and development     1 %     10 %                
Restructuring costs     %     4 %                

 

Selling, general and administrative

 

Selling, general and administrative (“SG&A”) expenses consist primarily of salaries and related benefits, commissions and bonuses for our sales, marketing and administrative personnel and related facilities and depreciation costs, as well as professional services fees (such as consulting, legal, audit and tax). SG&A expenses decreased in 2020 compared to 2019 due to lower salaries and related benefits resulting from prior period restructuring efforts, and from lower professional services fees and contract labor.  These reductions were partially offset by increased stock-based compensation expense.

 

Research and development

 

Research and development (“R&D”) expenses consist primarily of salaries and benefits for software development and quality assurance personnel, and contractor and consultant costs. R&D expenses decreased in 2020 compared to 2019, primarily due to lower salaries and related benefits resulting from restructuring efforts in prior periods, including the elimination of R&D positions.

 

Restructuring costs

 

 

Restructuring costs incurred during 2019 include $1.9 million in severance and benefits related to a workforce reduction plan announced by management in the second quarter of 2019 and a non-cash impairment charge in the second quarter of 2019 of $0.4 million related to certain software development cost assets. There were no restructuring costs incurred during 2020.

 

Other income (loss), net

 

Other income and loss consist primarily of interest income on our cash and investments, gains and losses we may recognize on our investments, gains and losses on foreign exchange transactions and other items. The decrease in 2020 compared to 2019 was primarily due to lower total interest earned on our cash and investments and foreign exchange rate fluctuations.

 

Income taxes

 

Income tax expense for 2020 and 2019 related to state and local income taxes.

 

 

Liquidity and Capital Resources

 

As of December 31, 2020, we had $13.0 million of cash, cash equivalents and investments (including $0.3 million in restricted cash), compared to $10.6 million at December 31, 2019, reflecting a net increase of approximately $2.4 million in cash, cash equivalents and investments. We generally invest our excess cash in high quality marketable investments. These investments generally include corporate notes and bonds, commercial paper and money market funds, although specific holdings can vary from period to period depending upon our cash requirements. Our investments held at December 31, 2019 had minimal default risk and short-term maturities. There were no investments held at December 31, 2020.

 

Operating activities provided cash of approximately $1.1 million in 2020, which included a net loss of $1.9 million, partially offset by non-cash adjustments of $1.4 million and a change in working capital of approximately $1.5 million. Operating activities used cash of approximately $6.0 million in 2019, which included a net loss of approximately $9.2 million, partially offset by non-cash adjustments of approximately $1.8 million and a change in working capital of approximately $1.4 million.

 

Investing activities provided cash of approximately $2.0 million in 2020, primarily due to net cash inflows on short-term investments of $2.3 million, partially offset by capital expenditures of $0.3 million. Investing activities provided cash of approximately $3.9 million in 2019, primarily due to net cash inflows on short-term investments of $4.3 million, partially offset by capital expenditures of $0.4 million.

 

Financing activities provided $1.6 million of cash in 2020 due to proceeds from the PPP Loan. There was no cash provided by financing activities in 2019.

 

We believe that our existing cash, cash equivalents and investments will be sufficient to meet our needs for working capital and capital expenditures for at least the next 12 months.

 

Contractual commitments

 

Future operating lease commitments were as follows as of December 31, 2020 (in thousands):

 

As of December 31, 2020, maturities of lease liabilities were as follows:

 

Operating leases

 

Years Ended December 31,

       

2021

  $ 365  

2022

  $ 372  

2023

  $ 378  

2024

  $ 385  

2025

  $ 371  

Thereafter

  $ 439  

Total minimum lease payments

    2,310  

Less: amount representing interest

    (336 )

Present value of lease liabilities

  $ 1,974  

 

Recently Issued Accounting Standards

 

See Note 1, “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in Item 8.

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk. 

 

Not applicable.

 

 

Item 8.

Financial Statements and Supplementary Data.

 

BSQUARE CORPORATION

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm

25

 

 

Consolidated Balance Sheets as of December 31, 2020 and 2019

27

 

 

Consolidated Statements of Operations and Comprehensive Loss for 2020 and 2019

27

 

 

Consolidated Statements of Shareholders’ Equity for 2020 and 2019

29

 

 

Consolidated Statements of Cash Flows for 2020 and 2019

30

 

 

Notes to Consolidated Financial Statements

31

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors of

Bsquare Corporation

 

Opinion on the Financial Statements

 

We have audited the consolidated balance sheets of Bsquare Corporation (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

Edge to Cloud Revenue Recognition

 

As described in Notes 1 and 2 to the consolidated financial statements, the Edge to Cloud revenue stream comprises multiple performance obligations, and generally include professional services, a perpetual or term license and support and maintenance. Due to the multiple element nature of the Company’s contracts, appropriate revenue recognition requires the Company to exercise significant judgment in the following areas:

 

 

Determination of whether products and services are considered distinct performance obligations that should be accounted for separately versus together, such as software licenses and related services.

 

Determination of stand-alone selling prices for each distinct performance obligation and for products and services that are not sold separately.

 

The pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation.

 

Identification and treatment of contract terms that may impact the timing and amount of revenue recognized (e.g., variable consideration, optional purchases, and free services).

 

 

Given these factors, the related audit effort in evaluating management's judgments in determining revenue recognition for these customer agreements was extensive and required a high degree of auditor judgment.  These were the principal considerations that led us to determine that the matter was a critical audit matter.

 

The primary procedures we performed to address this critical audit matter included:

 

 

We evaluated management's significant accounting policies related to these customer agreements for reasonableness.

 

We selected a sample of customer agreements and performed the following substantive audit procedures:

 

o

Obtained and read contract source documents for each selection, including master agreements, and other documents that were part of the agreement.

 

o

Analyzed the contract to determine if arrangement terms that may have an impact on revenue recognition were identified and properly considered in the evaluation of the accounting for the contract.

 

o

Tested management's identification of distinct performance obligations by evaluating whether the underlying software licenses and services were highly interdependent and interrelated.

 

o

Evaluated the total transaction price determined by management based on the terms of the contract, including any variable consideration, and recalculated the allocation of the total transaction price to each distinct performance obligation based on respective standalone selling prices.

 

 

We evaluated the reasonableness of management's methodology and assumptions in determining estimates of stand-alone selling prices for products and services that are not sold separately.

 

We tested the mathematical accuracy of management's calculations of recognized revenue and the associated timing of revenue recognized in the consolidated financial statements.

 

 

 

/s/ Moss Adams LLP

 

 

Seattle, Washington

March 18, 2021

 

We have served as the Company’s auditor since 2006.

 

 

 

BSQUARE CORPORATION

 

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

 

   

December 31,

 
   

2020

   

2019

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 12,623     $ 7,712  

Restricted cash

    337       600  

Short-term investments

          2,249  

Accounts receivable, net of allowance for doubtful accounts of $50 at December 31, 2020 and $31 at December 31, 2019

    6,177       9,216  

Prepaid expenses and other current assets

    409       244  

Contract assets

    456       494  

Total current assets

    20,002       20,515  

Equipment, furniture and leasehold improvements, net

    322       252  

Deferred tax assets

    7       7  

Intangible assets, net

    71       169  

Right-of-use lease assets, net

    1,853       1,828  

Other non-current assets including contract assets

    27       284  

Total assets

  $ 22,282     $ 23,055  

LIABILITIES AND SHAREHOLDERS' EQUITY

               

Current liabilities:

               

Third-party software fees payable

  $ 6,458     $ 7,224  

Accounts payable

    489       408  
Paycheck Protection Program loan     950        

Accrued compensation

    717       1,001  

Other accrued expenses

    216       306  

Deferred revenue, current portion

    2,165       1,559  

Operating leases

    344       702  

Total current liabilities

    11,339       11,200  

Deferred revenue

    28       903  
Operating leases, long-term     1,630       1,256  
Paycheck Protection Program loan, long-term     634        

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; 13,235,038 issued and outstanding at December 31, 2020 and 13,042,293 issued and outstanding at December 31, 2019

    139,726       138,877  

Accumulated other comprehensive loss

    (992 )     (987 )

Accumulated deficit

    (130,083 )     (128,194 )

Total shareholders' equity

    8,651       9,696  

Total liabilities and shareholders' equity

  $ 22,282     $ 23,055  

 

 

See notes to consolidated financial statements.

 

 

 

BSQUARE CORPORATION

 

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

 

   

Year Ended December 31,

 
   

2020

   

2019

 

Revenue:

               

Partner Solutions

  $ 42,257     $ 50,628  

Edge to Cloud

    4,887       8,655  

Total revenue

    47,144       59,283  

Cost of revenue:

               

Partner Solutions

    35,171       43,198  

Edge to Cloud

    4,247       5,989  

Total cost of revenue

    39,418       49,187  

Gross profit

    7,726       10,096  

Operating expenses:

               

Selling, general and administrative

    9,314       11,316  

Research and development

    266       5,751  

Restructuring costs

          2,343  

Total operating expenses

    9,580       19,410  

Loss from operations

    (1,854 )     (9,314 )

Other income, net

    (35 )     149  

Loss before income taxes

    (1,889 )     (9,165 )

Income tax expense

          (16 )

Net loss

  $ (1,889 )   $ (9,181 )

Basic loss per share

  $ (0.14 )   $ (0.71 )

Diluted loss per share

  $ (0.14 )   $ (0.71 )

Shares used in per share calculations:

               

Basic

    13,139       12,896  

Diluted

    13,139       12,896  

Comprehensive loss:

               

Net loss

  $ (1,889 )   $ (9,181 )

Other comprehensive loss:

               

Foreign currency translation, net of tax

    (12 )     (63 )

Unrealized gain on investments, net of tax

    7       2  

Total other comprehensive loss

    (5 )     (61 )

Comprehensive loss

  $ (1,894 )   $ (9,242 )

 

 

See notes to consolidated financial statements.

 

 

 

BSQUARE CORPORATION

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except share amounts)

 

                                   

Accumulated

                 
                                   

Other

           

Total

 
   

Preferred Stock

   

Common Stock

   

Comprehensive

   

Accumulated

   

Shareholders'

 
   

Shares

   

Amount

   

Shares

   

Amount

   

Income (Loss)

   

Deficit

   

Equity

 

Balance as of December 31, 2018

    -       -       12,777,573       138,280       (926 )     (119,013 )   $ 18,341  

Exercise of stock options

    -       -       264,720       -       -       -       -  

Share-based compensation, including issuance of restricted stock

    -       -       -       519       -       -       519  
Shares of restricted stock withheld for taxes     -       -       -       (24 )     -       -       (24 )

Net loss

    -       -       -       -       -       (9,181 )     (9,181 )

Foreign currency translation adjustment, net of tax

    -       -       -       102       (63 )     -       39  

Unrealized gain on investments, net of tax

    -       -       -       -       2       -       2  

Balance as of December 31, 2019

    -       -       13,042,293       138,877       (987 )     (128,194 )     9,696  
Exercise of stock options     -       -       192,745       (1 )     -       -       (1 )

Share-based compensation, including issuance of restricted stock

    -       -       -       812       -       -       812  

Shares of restricted stock withheld for taxes

    -       -       -       -       -       -       -  

Net loss

    -       -       -       -       -       (1,889 )     (1,889 )

Foreign currency translation adjustment, net of tax

    -       -       -       38       (12 )     -       26  

Unrealized gain on investments, net of tax

    -       -       -       -       7       -       7  

Balance as of December 31, 2020

    -       -       13,235,038     $ 139,726     $ (992 )   $ (130,083 )   $ 8,651  

 

 

See notes to consolidated financial statements.

 

 

 

BSQUARE CORPORATION

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

   

Year Ended December 31,

 
   

2020

   

2019

 

Cash flows from operating activities:

               

Net loss

  $ (1,889 )   $ (9,181 )

Adjustments to reconcile net loss to net cash from operating activities:

               

Depreciation and amortization

    633       897  

Share-based compensation

    812       519  

Software development costs impairment

    -       375  

Changes in operating assets and liabilities:

               

Accounts receivable, net

    3,038       2,365  

Prepaid expenses and other assets

    (6 )     593  

Contract assets

    (189 )     559  

Third-party software fees payable

    (766 )     (396 )

Accounts payable and accrued expenses

    (293 )     (1,132 )

Operating leases

    (9 )     130  

Deferred revenue

    (269 )     (227 )

Deferred rent

    -       (497 )

Net cash provided (used by) operating activities

    1,062       (5,995 )

Cash flows from investing activities:

               

Purchases of equipment and furniture

    (274 )     (418 )

Proceeds from maturities of short-term investments

    2,250       12,390  

Purchases of short-term investments

    -       (8,114 )

Net cash provided by investing activities

    1,976       3,858  
Cash flows from financing activities:                
Proceeds from PPP note payable     1,584       -  

Proceeds from exercise of stock options

    (1 )     -  
Net cash provided by financing activities     1,583       -  

Effect of exchange rates on cash

    27       (82 )

Net increase (decrease) in cash, restricted cash, and cash equivalents

    4,648       (2,219 )

Cash, restricted cash, and cash equivalents, beginning of year

    8,312       10,531  

Cash, restricted cash, and cash equivalents, end of year

  $ 12,960     $ 8,312  

Supplemental cash flow information:

               

Cash (refund of) paid for income taxes

    (3 )     (7 )

 

 

See notes to consolidated financial statements.

 

 

BSQUARE CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

1.

Description of Business and Accounting Policies 

 

Description of business

 

Bsquare Corporation (“Bsquare,” “we,” “us” and “our”) builds technology that is powering the next generation of connected devices and intelligent systems. We help companies realize the promise of the Internet of Things ("IoT") through the development of devices and systems that are cloud-enabled, share data seamlessly, facilitate distributed learning and control, and operate securely at scale. We believe that IoT-enabled systems can not only deliver value to our customers but also help people make better use of the resources of our planet. Bsquare's suite of services and software components create new revenue streams and operating models for our customers while providing opportunities for lowering costs and improving operations.

 

Since our founding in 1994, Bsquare has been at the intersection of hardware and software. Today that intersection is the "edge" where cloud-enabled devices connect to create intelligent systems that share data, facilitate distributed control and machine learning, and operate securely at scale. We believe that our expertise, products, and services are applicable in customer projects and initiatives ranging from device hardware, to the operating system, to IoT software solutions, and cloud services that make intelligent systems possible.

 

Our business has largely been focused on providing software solutions (including reselling software from 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 point-of-sale terminals, kiosks, tablets and handheld devices, as well as smart vending machines, ATM machines, digital signs, smart phones, set-top boxes and in-vehicle telematics and entertainment devices.

 

Basis of consolidation

 

The consolidated financial statements include the accounts of Bsquare and our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

 

Recently adopted accounting standards

 

We adopted Accounting Standard Update (ASU) No. 2019-02, Simplifying the Accounting for Income Taxes (Topic 740) on January 1, 2020.  Since we maintain a full valuation allowance on our net deferred tax assets, the adoption did not have a material impact on our financial condition, results of operations and cash flows, or financial statement disclosures.

 

 

Standards issued and not yet implemented

 

In June 2016, the Financial Accounting Standards Board issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The new standard is effective for reporting periods beginning after December 15, 2022. The standard replaces the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. The standard requires a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We plan to adopt the new credit loss standard effective January 1, 2023. We do not expect the new credit loss standard to have a material impact on our financial condition, results of operations and cash flows, or financial statement disclosures.

 

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force), (ASU 2018-15). The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). We do not expect the new standard to have a material effect on our financial condition, results of operations and cash flows, or financial statement disclosures. 

 

Use of estimates

 

Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Examples include provisions for bad debts and income taxes, estimates of progress on professional service arrangements, bonus accruals, fair value of intangible assets and property and equipment, fair values of share-based awards, and assumptions used to determine the net present value of operating lease liabilities, among other estimates. Actual results may differ from these estimates.

 

 

Income (loss) per share

 

We compute basic per share amounts 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 or loss per share only when vested. We compute diluted per share amounts using the weighted average number of common shares outstanding plus 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. Unvested but outstanding RSUs are included in the diluted per share calculation. In a period where we are in a net loss position, the diluted loss per share is computed using the basic share count.

 

The following table presents a reconciliation of the number of shares used in the calculation of basic and diluted per share amounts (in thousands):

 

   

Year Ended December 31,

 
   

2020

   

2019

 

Weighted average common shares outstanding, basic

    13,139       12,896  

Dilutive potential common shares

           

Weighted average common shares outstanding, diluted

    13,139       12,896  

 

Common stock equivalent shares of approximately 1,837,000 and 1,570,000 were excluded from the computation of diluted per share amounts for the years ended December 31, 2020 and 2019, respectively, because their effect was anti-dilutive.

 

Cash, cash equivalents and investments

 

We invest our excess cash primarily in highly liquid debt instruments of U.S. government agencies and municipalities, debt instruments issued by foreign governments, corporate commercial paper, money market funds, and corporate debt securities. We classify all highly liquid investments with stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months and not longer than 12 months as short-term investments.

 

Short-term investments consist entirely of marketable securities, which are all classified as available-for-sale securities and are recorded at their estimated fair value. We determine the appropriate classification of our investments at the time of purchase and reevaluate such designation at each balance sheet date. We may or may not hold securities with stated maturities greater than 12 months until maturity. As we view these securities as available to support current operations, we classify securities with maturities less than 12 months as short-term investments. We carry these securities at fair value and report the unrealized gains and losses, net of taxes, as a component of shareholders’ equity, except for unrealized losses determined to be other than temporary, which are recorded in other expense.

 

Restricted cash

 

Restricted cash at December 31, 2019 represents two deposits at a financial institution; one held as security on a letter of credit that expired during 2020 on our headquarters lease obligation, the other held as security on our corporate credit card line. Restricted cash at December 31, 2020 represents only the security on our corporate card credit line.

 

Financial instruments and concentrations of risk

 

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, cash equivalents, short-term investments, and accounts receivable.

 

Allowance for doubtful accounts

 

We record accounts receivable at the invoiced amount net of an estimated allowance for doubtful accounts to reserve for potentially uncollectible receivables. We review customers that have past due invoices to identify specific customers with known disputes or collectability issues. In determining the amount of the allowance, we make judgments about the creditworthiness of significant customers based on ongoing credit evaluations.

 

Equipment, furniture and leasehold improvements

 

We account for equipment, furniture and leasehold improvements at cost less accumulated depreciation and amortization. We compute depreciation of equipment and furniture using the straight-line method over the estimated useful lives of the assets, generally three years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful lives, ranging from two to ten years. We expense maintenance and repair costs as incurred. When assets are retired or otherwise disposed of, gains or losses are included in the consolidated statements of operations. When facts and circumstances indicate that the value of long-lived assets may be impaired, we perform an evaluation of recoverability comparing the carrying value of the asset to projected undiscounted future cash flows. Upon indication that the carrying value of such assets may not be recoverable, we recognize an impairment loss as a charge against current operations based on the difference between the carrying value of the asset and its fair value.

 

 

Leases

 

We lease office facilities, primarily under operating leases, which expire at various dates through 2027. These leases generally contain a renewal options for a defined number of years at the then-fair market rental rate or rate stipulated in the lease agreement; which the Company has an option to exercise at the end of the initial lease term.

 

We determine if an arrangement is a lease at inception. On our balance sheet, our office facility leases, with a lease term greater than 12-months, are included in Right-of-Use (“ROU”) assets and related lease liabilities are included in the Operating leases and Operating leases, long-term statement line items. ROU assets represent our right to use the underlying assets for the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease agreements. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the term of the lease. For leases that do not provide an implicit rate, we use an incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments. We will use the implicit rate in the lease when readily determinable. The Company accounts for its lease expense with free rent periods and step-rent provisions on a straight-line basis over the original term of the lease and any extension options that the Company more likely than not expects to exercise, from the date the Company has control of the property. Certain leases provide for periodic rental increases based on price indices. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Intangible assets

 

Intangible assets were recorded in connection with business acquisitions and are stated at estimated fair value at the time of acquisition less accumulated amortization. We amortize our acquired intangible assets using the straight-line method using lives ranging from one to ten years. We review intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If intangible assets are considered impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value.

 

Third-party software fees payable

 

We record all fees payable and accrued liabilities related to the sale of embedded operating system software, such as Microsoft Windows IoT and Windows Mobile operating systems, as third-party software fees payable.

 

Research and development

 

Costs incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs would be capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. Generally, this would be reached after all high-risk development issues have been resolved through coding and testing and would occur shortly before the product is released. Research and development expense was $266,000 and $5.8 million in 2020 and 2019, respectively.

 

 

Internally developed software

 

We capitalize payroll and benefits costs incurred internally during the application development stage of developing a computer software product for general release to customers. Amortization of costs incurred after this point is included in cost of revenue over the estimated life of the products.

 

Advertising costs

 

All costs of advertising are expensed as incurred.  Advertising expense was approximately $112,000 and $154,000 in 2020 and 2019, respectively.

 

Share-based compensation

 

The estimated fair value of share-based awards is recognized as compensation expense over the requisite service period, net of estimated forfeitures. We estimate forfeitures of share-based awards 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 options 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, share-based compensation expense may differ materially in the future from that recorded in the current period.

 

Comprehensive loss

 

Comprehensive loss refers to net loss and other revenue, expenses, gains and losses that, under generally accepted accounting principles, are recorded as an element of shareholders’ equity but are excluded from the calculation of net loss.

 

Income taxes

 

We are subject to income taxes in the U.S. and certain foreign jurisdictions. Significant judgment is required in determining our provision for income taxes. We compute income taxes using the asset and liability method, under which deferred income taxes are provided for on the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. Our deferred tax amounts are measured using currently enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

We apply judgment as to the appropriate weighting of all available evidence when assessing the need for the establishment or the release of valuation allowances. As part of this analysis, we examine all available evidence on a jurisdiction-by-jurisdiction basis and weigh the positive and negative information when determining the need for full or partial valuation allowances. The evidence considered for each jurisdiction includes, among other items, (i) the historical levels of income or loss over a range of time periods that extends beyond the two years presented, (ii) the historical sources of income and losses, (iii) the expectations and risk associated with underlying estimates of future taxable income, (iv) the expectations and risk associated with new product offerings and uncertainties with the timing of future taxable income, and (v) prudent and feasible tax planning strategies. Based on the analysis conducted as of December 31, 2020, we determined that we would not release, in full or in part, the valuation allowance against our U.S. gross deferred tax assets.

 

We recognize tax benefits from an uncertain position only if it is “more likely than not” that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. Interest and penalties related to uncertain tax positions are classified in the consolidated financial statements as income tax expense.

 

Foreign currency

 

The functional currency of foreign subsidiaries is their local currency. Accordingly, assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Resulting translation adjustments are included in other comprehensive loss and accumulated other comprehensive loss, a separate component of shareholders’ equity. The net gains and losses resulting from foreign currency transactions are recorded in the period incurred and were not significant for any of the periods presented.

 

Revenue recognition

 

We recognize revenue when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We generate all of our revenue from contracts with customers.

 

 

Embedded operating system software

 

We sell embedded operating system software licenses based upon a customer purchase order, shipping a COA to satisfy this single performance obligation. These shipments are also subject to limited return rights; historically, returns have been insigificant. In accordance with ASC Topic 606, Revenue from Contracts with Customers, (“Topic 606”), we recognize revenue from third-party products at the time of shipment when the customer accepts control of the COA.

 

Proprietary software

 

We sell our proprietary software products to customers under a contract or by purchase order. Our Edge to Cloud software contracts generally include professional services, a perpetual or term license and support and maintenance. In contracts with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the contract at contract inception. Performance obligations that are not distinct at contract inception are combined. Contracts that include software customization may result in the combination of the customization services with the software license as one distinct performance obligation. The transaction price is generally in the form of a fixed fee at contract inception. Certain contracts also include variable consideration in the form of royalties earned when customers meet contractual volume thresholds. We allocate the transaction price to each distinct performance obligation based on the estimated standalone selling price for each performance obligation. We then look to how control of the software transfers to the customer in order to determine the timing of revenue recognition. In contracts that include customer acceptance, we recognize revenue when we have delivered the software and received customer acceptance. We recognize revenue from support and maintenance over the service delivery period. We recognize revenue from royalties in the period of usage.

 

Professional services

 

We enter into contracts for professional services, including for our IoT-related service offerings, that include software development and customization. We identify each performance obligation in our professional services contracts at contract inception. The contracts generally include project deliverables specified by each customer. The contract pricing is either at stated billing rates per service hour and material costs or at a fixed amount. Services provided under professional engineering contracts generally result in the transfer of control of the applicable deliverable over time. We recognize revenue on service contracts based on time and materials as we have the right to invoice. We recognize revenue on fixed fee contracts on the proportion of labor hours expended (under Topic 606, the ‘input method’) to the total hours expected to complete the contract performance obligation. Certain professional service contracts include substantive customer acceptance provisions, in which case we recognize revenue upon customer acceptance.

 

The determination of the total labor hours expected to complete the performance obligations on fixed fee contracts involves significant judgment. We incorporate revisions to hour and cost estimates when the causal facts become known. In certain situations, when it is impractical for us to reasonably measure the outcome of a performance obligation, and where we anticipate that we will not incur a loss, an adjusted cost-based input method is used for revenue recognition. Equal amounts of revenue and cost are recognized during the contract period, and profit is recognized when the project is completed and accepted.

 

 

 

2.

Revenue Recognition

 

Disaggregation of revenue

 

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

 

   

Year Ended December 31, 2020

   

Year Ended December 31, 2019

 
   

Partner

   

Edge to

           

Partner

   

Edge to

         
   

Solutions

   

Cloud

   

Total

   

Solutions

   

Cloud

   

Total

 

Primary geographical markets:

                                               

North America

  $ 36,141     $ 4,198     $ 40,339     $ 42,443     $ 7,667     $ 50,110  

Europe

    1,460       595       2,055       1,273       750       2,023  

Asia

    4,656       94       4,750       6,912       238       7,150  

Total

  $ 42,257     $ 4,887     $ 47,144     $ 50,628     $ 8,655     $ 59,283  
                                                 

Major products/services lines:

                                               

Partner Solutions

  $ 42,257     $ -     $ 42,257     $ 50,628     $ -     $ 50,628  

Edge to Cloud

    -       4,887       4,887       -       8,655       8,655  

Total

  $ 42,257     $ 4,887     $ 47,144     $ 50,628     $ 8,655     $ 59,283  

 

Contract Balances

 

We receive payments from customers based upon contractual billing schedules; accounts receivable are 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 over time as the associated revenue is recognized. Contract liabilities, presented as deferred revenue on our condensed consolidated balance sheet, include payments received in advance of performance under the contract and are recognized as revenue when performance obligations are satisfied. We had no asset impairment charges related to contract assets during 2020 or 2019.

 

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands):

 

   

December 31, 2020

   

December 31, 2019

 

Receivables

  $ 6,177     $ 9,216  

Short-term contract assets

    456       494  

Long-term contract assets

    -       237  

Short-term contract liabilities (deferred revenue)

    2,165       1,559  

Long-term contract liabilities (deferred revenue)

    28       903  

 

Significant changes in contract assets and liabilities balances were as follows (in thousands):

 

   

December 31, 2020

   

December 31, 2019

 
   

Contract

   

Contract

   

Contract

   

Contract

 
   

Assets

   

Liabilities (1)

   

Assets

   

Liabilities (1)

 

Revenue recognized that was included in the contract liability at beginning of the period

    n/a     $ 1,633       n/a     $ 2,033  

Transferred to receivables from contract assets outstanding at beginning of the period

  $ 47       n/a     $ 302       n/a  

(1) Comprised of deferred revenue

 

Contract acquisition costs

 

In connection with the adoption of Topic 606, we capitalize certain contract acquisition costs consisting primarily of commissions paid when contracts are signed. For contracts that have a duration of less than one year, we follow a Topic 606 practical expedient and expense these costs when incurred. For contracts with lives exceeding one year, as is more common with our DataV software bookings, we record these costs in proportion to each completed contract performance obligation. During the years ended December 31, 2020 and December 31, 2019, we recorded $89,000 and $108,000 in amortization of capitalized contract acquisition costs, respectively. There were no impairment losses recorded related to costs capitalized. Contract acquisition costs capitalized during the years ended December 31, 2020 and December 31, 2019 were $0 and $151,000, respectively.

 

 

Transaction Price Allocated To 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 (in thousands). The estimated revenue does not include contracts with original durations of one year or less, amounts of variable consideration attributable to royalties, or contract renewals that were unexercised as of December 31, 2020.

 

   

2021

   

2022

   

2023

   

2024

   

2025

   

Thereafter

 

Partner Solutions

  $ 92     $ 6     $ 6     $ 9     $ -     $ -  

Edge to Cloud

  $ 2,352     $ 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.

 

When applicable and appropriate, the Company utilizes the 'as-invoiced' practical expedient which permits revenue recognition upon invoicing. 

 

 

3.

Cash and Investments 

 

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

 

   

December 31,

 
   

2020

   

2019

 

Cash

  $ 6,509     $ 4,092  

Cash equivalents (see detail in Note 4)

    6,114       3,620  

Restricted cash

    337       600  

Total cash, cash equivalents and restricted cash as presented in the statement of cash flows

    12,960       8,312  

Short-term investments (see detail in Note 4)

    -       2,249  

Total cash, cash equivalents, restricted cash and short-term investments

  $ 12,960     $ 10,561  

 

 

4.

Fair Value Measurements 

 

We measure our cash equivalents, restricted cash, 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, restricted cash, 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. We review the pricing techniques and methodologies of the independent pricing service for Level 2 investments and believe that the policies adequately consider market activity, either based on specific transactions for the security valued or based on modeling of securities with similar credit quality, duration, yield and structure that were recently traded.

 

 

Assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

 

   

December 31, 2020

 
   

Quoted Prices in

                 
   

Active Markets for

   

Direct or Indirect

         
   

Identical Assets

   

Observable

         
   

(Level 1)

   

Inputs (Level 2)

   

Total

 

Assets

                       

Cash equivalents:

                       

Money market funds

  $ 6,114     $ -     $ 6,114  

Corporate commercial paper

    -       -       -  

Corporate debt

    -       -       -  

Total cash equivalents

    6,114       -       6,114  

Restricted cash:

                       

Money market funds

    337       -       337  

Short-term investments:

                       

Corporate commercial paper

    -       -       -  

Corporate debt

    -       -       -  

Total short-term investments

    -       -       -  

Total assets measured at fair value

  $ 6,451     $ -     $ 6,451  

 

   

December 31, 2019

 
   

Quoted Prices in

                 
   

Active Markets for

   

Direct or Indirect

         
   

Identical Assets

   

Observable

         
   

(Level 1)

   

Inputs (Level 2)

   

Total

 

Assets

                       

Cash equivalents:

                       

Money market funds

  $ 1,871     $ -     $ 1,871  

Corporate commercial paper

    -       999       999  

Corporate debt

    -       750       750  

Total cash equivalents

    1,871       1,749       3,620  

Restricted cash:

                       

Money market funds

    600       -       600  

Short-term investments:

                       

Corporate commercial paper

    -       748       748  

Corporate debt

    -       1,501       1,501  

Total short-term investments

    -       2,249       2,249  

Total assets measured at fair value

  $ 2,471     $ 3,998     $ 6,469  

 

As of December 31, 2020 and 2019, contractual maturities of our short-term investments were less than one year, and gross unrealized gains and losses on those investments were not material.

 

 

5.

Equipment, Furniture and Leasehold Improvements 

 

Equipment, furniture, and leasehold improvements consisted of the following (in thousands):

 

   

December 31,

 
   

2020

   

2019

 

Computer equipment and software

  $ 987     $ 1,290  

Office furniture and equipment

    147       262  

Leasehold improvements

    187       1,165  

Software development costs

    36       45  

Total

    1,357       2,762  

Less: Accumulated depreciation and amortization

    (1,035 )     (2,510 )

Equipment, furniture and leasehold improvements, net

  $ 322     $ 252  

 

Depreciation and amortization expense related to these assets was $187,000 and $363,000 in 2020 and 2019, respectively.

 

 

 

 

6.

Intangible Assets

 

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 and were as follows (in thousands):

 

   

Gross Carrying

   

Accumulated

   

Net Carrying

 
   

Amount

   

Amortization

   

Value

 

Customer relationships:

                       

Balance as of December 31, 2020

  $ 982     $ (911 )   $ 71  

Balance as of December 31, 2019

  $ 1,275     $ (1,106 )   $ 169  

 

Amortization expense was $98,000 for both 2020 and 2019. Amortization expense in future periods is expected to be as follows (in thousands):

 

2021

  $ 71  

2022

  $ -  

Total

  $ 71  

 

 

7.

Other Income and Loss

 

Other income and loss consisted of the following (in thousands):

 

   

Year Ended December 31,

 
   

2020

   

2019

 

Interest income

  $ 24     $ 179  

Other income (loss)

    (59 )     (30 )

Total income (loss)

  $ (35 )   $ 149  

 

 

 

8.

Income Taxes

 

Pre-tax loss consisted of the following (in thousands):  

 

   

Year Ended December 31,

 
   

2020

   

2019

 

U.S.

  $ (851 )   $ (8,225 )

Foreign

    (1,038 )     (940 )

Total

  $ (1,889 )   $ (9,165 )

 

Income tax expense consisted of the following (in thousands):

 

   

Year Ended December 31,

 
   

2020

   

2019

 

Current taxes:

               

Federal

  $ -     $ -  

State and local

    -       16  

Foreign

    -       -  

Current taxes

    -       16  

Deferred taxes:

               

Federal

    -       -  

State and local

    -       -  

Foreign

    -       -  

Deferred taxes

    -       -  

Total

  $ -     $ 16  

 

Net deferred tax assets and liabilities consisted of the following (in thousands):  

 

   

December 31,

 
   

2020

   

2019

 
Deferred tax assets:                

Net operating loss carryforwards

  $ 18,141     $ 18,677  

Research and development credit carryforwards

    3,058       3,576  

Share-based compensation

    449       645  

Accrued expenses and reserves

    137       127  

Depreciation and amortization

    38       17  

Deferred revenue

    253       275  
Right of use liability     357       301  

Other

    23       14  

Gross deferred tax assets

    22,456       23,632  

Less: valuation allowance

    (22,121 )     (23,324 )

Net deferred tax assets

    335       308  
                 
Deferred tax liabilities:                
Right of use asset     (328 )     (301 )
Net deferred tax assets   $ 7     $ 7  

 

Net deferred tax assets and liabilities were recorded as follows (in thousands):  

 

   

December 31,

 
   

2020

   

2019

 

Deferred tax assets, non-current

  $ 7     $ 7  

Deferred tax liability, non-current

    -       -  

Net deferred tax assets

  $ 7     $ 7  

 

As of December 31, 2020, our deferred tax assets were primarily the result of U.S. net operating loss, research and development credit carryforwards and share-based compensation expense. We have applied a full valuation allowance against the U.S. deferred tax assets in the U.S. and foreign jurisdictions.

 

 

We use judgment as to the appropriate weighting of all available evidence when assessing the need for the establishment or the release of valuation allowances. As part of this analysis, we examine all available evidence on a jurisdiction-by-jurisdiction basis and weigh the positive and negative information when determining the need for full or partial valuation allowances. The evidence considered for each jurisdiction includes, among other items, (i) the historical levels of income or loss over a range of time periods that extends beyond the two years presented, (ii) the historical sources of income and losses, (iii) the expectations and risk associated with underlying estimates of future taxable income, (iv) the expectations and risk associated with new product offerings and uncertainties with the timing of future taxable income, and (v) prudent and feasible tax planning strategies. Based on the analysis conducted as of December 31, 2020, we determined that we would maintain a full valuation allowance against our U.S. gross deferred tax assets.

 

The provision for income taxes differed from the amount of expected income tax expense determined by applying the applicable U.S. statutory federal income tax rate to pre-tax loss as follows (in thousands, except percentages):  

 

   

Year Ended December 31,

 
   

2020

   

2019

 

U.S. Federal tax benefit at statutory rates

  $ (397 )     21.0 %   $ (1,925 )     21.0 %

Impact of:

                               

Tax credits

    109       (5.8 )     (715 )     7.8  

State income tax

    (53 )     2.8       (108 )     1.2  

International operations

    (6 )     0.3       409       (4.5 )

Share-based compensation

    317       (16.8 )     348       (3.8 )

Valuation allowance

    (1,224 )     64.8       1,471       (16.0 )

Expiration of tax attributes

    1,330       (70.4 )     475       (5.2 )

Other, net

    (76 )     4.0       61       (0.7 )

Tax expense and effective tax rate

  $       0.0 %   $ 16       (0.2 )%

 

At December 31, 2020, we had approximately $80.3 million of federal and $11.1 million of state net operating loss carryforwards, which have begun to expire. Of the federal net operating loss carryforwards, approximately $62.7 million will expire by 2037 and $17.6 million are indefinite. We also have approximately $3.1 million of tax credit carryforwards, which have begun to expire. Use of these carryforwards may subject us to an annual limitation due to Section 382 of the U.S. Internal Revenue Code that restricts the ability of a corporation that undergoes an ownership change to use its carryforwards. Under the applicable tax rules, an ownership change occurs if holders of more than five percent of an issuer’s outstanding common stock, collectively, increase their ownership percentage by more than 50 percentage points over a rolling three-year period. We have performed analyses of possible ownership changes in the past, which included consideration of third-party studies, and do not believe that an ownership change of more than 50 percentage points has occurred.

 

We have evaluated all the material income tax positions taken on our income tax filings to various tax authorities, and we determined that we did not have unrealized tax benefits related to uncertain tax positions recorded at December 31, 2020 and 2019.

 

Because of net operating loss and tax credit carryforwards, substantially all of our tax years remain open and subject to examination.

 

 

9.

Leases

 

We adopted ASU 2016-02 effective January 1, 2019 and elected the modified retrospective transition method, recording a cumulative-effect adjustment as of that date and presenting comparative prior year periods in accordance with Accounting Standards Codification Topic 840. On the date of adoption, we recorded a cumulative adjustment to recognize new net lease liabilities of $1.7 million and new right-of-use (ROU) assets of $1.2 million, for operating leases on our consolidated balance sheets, based on the present value of remaining rental payments for existing operating leases. As part of adoption, we also de-recognized $0.5 million in deferred rent. Adoption of the standard did not have a material impact on our statement of operations or statement of cash flows. As part of adoption, we elected the short-term lease recognition exemption for our facility rental and equipment leases (all leases that qualified), which means that we did not recognize ROU assets or lease liabilities for existing short-term leases (leases of 12-months or less) as of the January 1, 2019 adoption date. In addition, when adopting ASU 2016-02 we applied the following practical expedients to forego assessing:

 

 

whether any expired or existing contracts are or contain a lease,

 

lease classification for any expired or existing leases, and

 

initial direct costs for any existing leases.

 

to separate non-lease components from lease components for leases of real estate assets.

 

 

We determine if an arrangement is a lease at inception. On our balance sheet, our office leases are included in ROU assets and related lease liabilities are included in the operating leases and operating leases, long-term statement line items. We determined that we do not currently have finance leases.

 

ROU assets represent our right to use the underlying assets for the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease agreements. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the term of the lease. For leases that do not provide an implicit rate, we use an incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments. We will use the implicit rate in the lease when readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

In December 2019, we entered into an operating lease agreement for a new corporate office facility in Seattle, Washington. The term of the lease is 87 months, with a rent date starting on May 1, 2020 and the lease term ending on July 31, 2027. As a result of entering into this lease agreement in December 2019, we recorded additional ROU assets and net lease liabilities of $1.2 million on our consolidated balance sheets. There was no material impact to our statement of operations or statement of cash flows as a result of entering into this lease.

 

In November 2020, we renewed the lease for our office facility in the UK. The term of the lease is 120 months, with rent payments starting on November 30, 2020 and the lease term ending on November 8, 2030. The Company has an opportunity to break the lease at the five-year mark in November 2025. As it is reasonably certain that we will utilize this option, the accounting for this lease utilized November 2025 as the end date. The lease commencement date was November 9, 2020. As a result of entering this lease agreement, we recorded additional ROU assets and net lease liabilities of $365,559 on our consolidated balance sheet as of December 31, 2020. There was no material impact to our statement of operations or statement of cash flows as a result of entering into this lease. 

 

Our leases have remaining terms of five to seven years. The only leases that contain renewal options are for office space leases at our Seattle and Trowbridge locations. In the fourth quarter of 2019, we made the decision to not renew our Bellevue lease, which expired at the end of May 2020, and we made the decision not to renew our Taiwan lease, exiting that facility in February 2020 (see Note 17, “Restructuring Costs”). Because of changes in our business, we are not able to determine with reasonable certainty whether we will renew our Seattle lease. As a result, we have not considered renewal options when recording ROU assets, lease liabilities or lease expense.

 

 

   

Twelve months ended

 

Total component lease expense was as follows (in thousands):

 

December 31, 2020

 

Operating leases

  $ 661  

Supplemental cash flow information related to leases was as follows (in thousands):

       

Cash paid for amounts included in the measurement of lease liabilities

  $ 668  

 

Supplemental balance sheet information related to leases was as follows (dollars in thousands):

 

December 31, 2020

 

Operating leases:

       

Right of use

  $ 1,853  

Current portion of operating leases liability

  $ 344  

Operating leases liability, net of current portion

    1,630  

Total operating leases liabilities

  $ 1,974  

Weighted Average Remaining Lease Term (in years)

    6.15  

Weighted Average Discount Rate

    8.5 %

 

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

 

As of December 31, 2020, maturities of lease liabilities were as follows:

  Operating leases    

Years Ended December 31,

       

2021

  $ 365  

2022

    372  

2023

    378  

2024

    385  

2025

    371  

Thereafter

    439  

Total minimum lease payments

  $ 2,310  

Less: amount representing imputed interest

    (336 )

Present value of lease liabilities

  $ 1,974  

 

 

 

10.

Commitments and Contingencies

 

Lease and rent obligations

 

Our commitments include obligations outstanding under operating leases, which expire through 2027. We have lease commitments for office space in Seattle, Washington and Trowbridge, UK. See Note 9, “Leases.”

 

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.

 

 

11.

Shareholders’ Equity

 

Equity compensation plans

 

We have a stock plan (the “Stock Plan”) and an inducement stock plan for newly hired employees (the “Inducement Plan”) (collectively the “Plans”). Under the Plans, stock options may be granted with a fixed exercise price that is equivalent to 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.

 

Share-based compensation

 

The estimated fair value of share-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 options 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, share-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:

 

   

Year Ended December 31,

 
   

2020

   

2019

 

Dividend yield

    0 %     0 %

Expected life (in years)

    4.9       4.9  

Expected volatility

    64 %     59 %

Risk-free interest rate

    0.5 %     1.6 %

 

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

 

   

Year Ended December 31,

 
   

2020

   

2019

 

Cost of revenue— professional engineering service

  $ 79     $ 1  

Selling, general and administrative

    735       546  

Research and development

    (2 )     (28 )

Total share-based compensation expense

  $ 812     $ 519  

Per basic share

  $ 0.06     $ 0.04  

Per diluted share

  $ 0.06     $ 0.04  

 

 

Stock option activity

 

The following table summarizes stock option activity: 

 

                   

Weighted Average

         
                   

Remaining

         
           

Weighted Average

   

Contractual Life

   

Aggregate

 
   

Number of Shares

   

Exercise Price

   

(in years)

   

Intrinsic Value

 

Balance at December 31, 2018

    1,390,012     $ 4.77       6.83          

Granted

    958,798       1.69                  

Exercised

    -       -                  

Forfeited

    (251,213 )     4.81                  

Expired

    (552,771 )     5.07                  
Balance at December 31, 2019     1,544,826       2.74       7.47     $ 46,582  

Granted

    683,900       1.08                  

Exercised

    (26,250 )     1.34                  

Forfeited

    (215,218 )     1.50                  

Expired

    (200,367 )     4.82                  

Balance at December 31, 2020

    1,786,891       3.10       7.75     $ 330,831  

Vested and expected to vest at December 31, 2020

    1,593,216       2.12       7.63       278,883  

Exercisable at December 31, 2020

    609,781     $ 3.26       6.03     $ 19,668  

 

At December 31, 2020, total compensation cost not yet recognized related to granted stock options was approximately $436,000, net of estimated forfeitures. This cost will be amortized on the straight-line method over a weighted-average period of approximately 1.4 years.

 

The following table summarizes certain additional information about stock options:

 

   

Year Ended December 31,

 
   

2020

   

2019

 

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

  $ 1.08     $ 1.33  

Vested options in-the-money

    71,993       344  

Aggregate intrinsic value of options exercised during the year

  $ 1     $  

 

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 periods indicated. We issue new shares of common stock upon exercise of stock options.

 

Restricted stock unit activity

 

The following table summarizes RSU activity:

 

   

Number of

   

Weighted Average

 
   

Shares

   

Award Price

 

Unvested at December 31, 2018

    186,516     $ 2.87  

Granted

    225,693       1.44  

Vested

    (264,720 )     2.03  

Forfeited

    (34,643 )     4.68  

Unvested at December 31, 2019

    112,846       1.44  

Granted

    219,596       1.48  

Vested

    (167,745 )     1.45  

Forfeited

    -