8-K
INTERLINK ELECTRONICS INC (LINK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 29,2023
INTERLINK ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-37659 | 77-0056625 |
|---|---|---|
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
| 1 Jenner, Suite 200 | ||
| --- | --- | |
| Irvine, California | 92618 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(805) 484-8855
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> Symbol(s) | Name of each exchange<br> on which registered |
|---|---|---|
| Common Stock, $0.001 par value | LINK | The NASDAQ Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On March 29, 2023, Interlink Electronics, Inc. announced its financial results for the quarter and year ended December 31, 2022. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 of Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
The following exhibits are filed as part of this Current Report on Form 8-K:
| Exhibit | |
|---|---|
| Number | Description |
| --- | --- |
| 99.1 | Press Release Issued by Interlink Electronics, Inc. dated March 29, 2023. |
| --- | --- |
| 104 | Cover Page Interactive Data File for this Current Report on Form 8-K (formatted as Inline XBRL and contained in Exhibit 101) |
| --- | --- |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 30, 2023 | INTERLINK ELECTRONICS, INC. | |
|---|---|---|
| By: | /s/ Ryan J. Hoffman | |
| Ryan J. Hoffman | ||
| Chief Financial Officer |
3
Exhibit 99.1
Interlink ElectronicsReports Fourth Quarter and Fiscal Year 2022 Results
Net incomeincludes a gain of over $2.4 million on a passive investment
March 29, 2023 6:00 AM PDT
IRVINE, CA – (Business Wire) – Interlink Electronics, Inc. (NASDAQ: LINK), a world-leading trusted technology partner in the rapidly advancing world of human-machine interface (HMI) devices, sensors, membrane switches and other cutting-edge technologies, today announced its financial results for the three months and year ended December 31, 2022. The following table sets forth the consolidated financial highlights.
Consolidated Financial Highlights
(Amounts in thousands, except per share data and percentages)
| Three months ended December 31, | Year ended December 31, | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Financial Results | 2022 | 2021 | ∆ | % ∆ | 2022 | 2021 | ∆ | % ∆ | ||||||||||||||
| Revenue | $ | 1,611 | $ | 1,623 | ) | (0.7 | )% | $ | 7,493 | $ | 7,478 | 0.2 | % | |||||||||
| Gross profit | $ | 796 | $ | 765 | 4.1 | % | $ | 3,861 | $ | 4,058 | ) | (4.9 | )% | |||||||||
| Gross margin | 49.4 | % | 47.1 | % | 51.5 | % | 54.3 | % | ||||||||||||||
| Loss from operations | $ | (345 | ) | $ | (411 | ) | $ | (668 | ) | $ | (79 | ) | ) | |||||||||
| Net income (loss) | $ | 1,412 | $ | (977 | ) | $ | 1,672 | $ | (734 | ) | ||||||||||||
| Net income (loss) applicable to common stockholders | $ | 1,312 | $ | (1,025 | ) | $ | 1,272 | $ | (782 | ) | ||||||||||||
| Earnings (loss) per common share – diluted | $ | 0.20 | $ | (0.16 | ) | $ | 0.19 | $ | (0.12 | ) |
All values are in US Dollars.
| ● | Revenue in the fourth quarter of 2022 decreased 1% from the<br>same quarter last year and was approximately flat for 2022 as compared to the prior year. Fluctuations in revenue result from changes<br>in the volume of shipments of our products to our customers, which is impacted by customer demand according to their corresponding products<br>and programs. |
|---|---|
| ● | Gross margin increased to 49.4% in the current quarter from 47.1% in the<br>year-ago quarter and decreased to 51.5% for the current year from 54.3% in the prior year. The improvement in gross margin in the current<br>quarter was due to a lower provision for excess and obsolete inventory as compared to the fourth quarter of the prior year. The decline<br>in gross margin for the current year was due to higher materials and components costs on certain orders and changes in customer and product<br>mix. |
| --- | --- |
| ● | Income/loss from operations was a loss of $345 thousand<br>for the fourth quarter of 2022, compared with a loss of $411 thousand in the fourth quarter of 2021. Income/loss from operations<br>was a loss of $668 thousand for 2022, compared with a loss of $79 thousand in 2021. Operating income/loss in 2022 was impacted by<br>lower gross profit and higher operating expenses due to additional employee headcount, increased costs on prototyping and product development<br>activities, and increased professional services costs for initiatives such as acquisition pursuits. Additionally, operating income/loss<br>in 2021 benefited from a $129 thousand research incentive grant from the Singapore government and a $186 thousand benefit from<br>forgiveness of the PPP loan the Company received in 2020. |
| --- | --- |
| ● | The Company’s net income of $1.4 million in the fourth<br>quarter of 2022 and $1.7 million for the 2022 year included a realized non-operating gain of approximately $2.4 million on an approximately<br>$6 million passive public equity investment it made earlier in 2022, for a return of over 40%. The Company did not own any marketable<br>securities in the prior year periods. |
| --- | --- |
| ● | Interlink ended the year with $10.1 million of cash and<br>cash equivalents after completing the acquisition of SPEC Sensors and KWJ Engineering in December 2022 for approximately $2.3 million.<br>Since year-end, Interlink completed the acquisition of Calman Technology Limited with an initial closing payment of $4.4 million. |
| --- | --- |
“We finished 2022 with the SPEC/KWJ acquisition and have now completed the Calman Technology purchase, positioning us for significant growth in the current fiscal year and beyond,” said Steven N. Bronson, Chairman, President, and CEO of Interlink. “We will continue to make investments in product development, sales and executive talent for the remainder of 2023.”
About Interlink Electronics, Inc.
Interlink Electronics is a world-leading trusted technology partner in the rapidly advancing world of human-machine interface (HMI) devices, sensors, membrane switches and other cutting-edge technologies. In addition to standard product offerings, Interlink utilizes its expertise in materials science, manufacturing, firmware, and software to produce in-house system solutions for custom applications. For 38 years, Interlink has led the printed electronics industry to commercialize its patented Force Sensing Resistor® technology. It has supplied some of the world's top electronics manufacturers with intuitive sensor and interface technologies. It also has a proven track record of supplying technological solutions for mission-critical applications in a diverse range of markets - including medical, automotive, consumer electronics, telecommunications, and industrial control - providing standard and custom-designed sensors that give engineers the flexibility and functionality they seek in today's sophisticated electronic devices.
Recent acquisitions have expanded the Company’s portfolio of products and services into new areas. SPEC Sensors and KWJ Engineering, purchased in December 2022, offer industry-leading design and manufacture of electrochemical gas-sensing technology for industry, community, health and home, providing custom solutions, advanced sensors, innovative products and unique services with uses in fields such as carbon monoxide and ozone detection and air quality monitoring. Calman Technology Limited, acquired in March 2023, brings over 25 years of experience in the design and manufacture of membrane keypads, graphic overlays and label product, with customers in fields such as medical devices and defense technologies and operations across the UK and Europe.
Interlink serves an international customer base from its headquarters in Irvine, California, its world-class materials science lab and R&D center in Camarillo, California and the SPEC-KWJ advanced engineering and manufacturing facility in Silicon Valley. They are supported by strategic global locations covering manufacturing, distribution, and sales support. For more information, please visit InterlinkElectronics.com.
Forward Looking Statements
This release contains “forward-looking statements” withinthe meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be generallyidentified by phrases such as “thinks,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” and similar words. Forward-looking statements in this press include statements about our acquisitionprogram, our projected annual revenue run rate, and the effects of the Calman acquisition, including contributions to our products, manufacturingoperations and the markets we serve. Forward-looking statements are not guarantees of future performance and are inherently subject touncertainties and other factors which could cause actual results to differ materially from the forward-looking statement. These statementsare based upon, among other things, assumptions made by, and information currently available to, management, including management’sown knowledge and assessment of the company’s industry, R&D initiatives, competition and capital requirements. Other factorsand uncertainties that could affect the company’s forward-looking statements include, among other things, the following: our abilityto integrate Calman’s operations; our success in predicting new markets and the acceptance of our new products; efficient managementof our infrastructure; the pace of technological developments and industry standards evolution and their effect on our target productand market choices; the effect of outsourcing technology development; changes in the ordering patterns of our customers; a decrease inthe quality and/or reliability of our products; protection of our proprietary intellectual property; competition by alternative sophisticatedas well as generic products; continued availability of raw materials for our products at competitive prices; disruptions in our manufacturingfacilities; risks of international sales and operations including fluctuations in exchange rates; compliance with regulatory requirementsapplicable to our manufacturing operations; and customer concentrations. Additional factors that could cause actual results to differmaterially from those anticipated by our forward-looking statements are under the captions “Risk Factors” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report (Form 10-K) or QuarterlyReport (Form 10-Q) filed with the Securities and Exchange Commission. Forward-looking statements are made as of the date of this release,and we expressly disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information,future events or otherwise.
Contact:
Interlink Electronics, Inc.
IR@iefsr.com
Steven N. Bronson, CEO
805-623-4184
INTERLINK ELECTRONICS, INC.CONSOLIDATED BALANCE SHEETS*(unaudited)*
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| (in thousands) | ||||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | 10,091 | $ | 10,777 | ||
| Restricted cash | — | 5 | ||||
| Accounts receivable, net | 1,178 | 1,080 | ||||
| Inventories | 2,112 | 814 | ||||
| Prepaid expenses and other current assets | 321 | 391 | ||||
| Total current assets | 13,702 | 13,067 | ||||
| Property, plant and equipment, net | 184 | 338 | ||||
| Intangible assets, net | 76 | 131 | ||||
| Goodwill | 650 | — | ||||
| Right-of-use assets | 172 | 163 | ||||
| Deferred tax assets | 134 | 8 | ||||
| Other assets | 65 | 72 | ||||
| Total assets | $ | 14,983 | $ | 13,779 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| Current liabilities | ||||||
| Accounts payable | $ | 273 | $ | 338 | ||
| Accrued liabilities | 568 | 507 | ||||
| Lease liabilities, current | 131 | 138 | ||||
| Accrued income taxes | 117 | 54 | ||||
| Total current liabilities | 1,089 | 1,037 | ||||
| Long-term liabilities | ||||||
| Lease liabilities, long-term | 46 | 37 | ||||
| Total long-term liabilities | 46 | 37 | ||||
| Total liabilities | 1,135 | 1,074 | ||||
| Stockholders’ equity | ||||||
| Preferred stock | 2 | 2 | ||||
| Common stock | 7 | 7 | ||||
| Additional paid-in-capital | 62,617 | 62,552 | ||||
| Accumulated other comprehensive income (loss) | (98 | ) | 96 | |||
| Accumulated deficit | (48,680 | ) | (49,952 | ) | ||
| Total stockholders’ equity | 13,848 | 12,705 | ||||
| Total liabilities and stockholders’ equity | $ | 14,983 | $ | 13,779 |
INTERLINK ELECTRONICS, INC.CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three months ended December 31, | Year ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands, except per share data) | ||||||||||||
| Revenue, net | $ | 1,611 | $ | 1,623 | $ | 7,493 | $ | 7,478 | ||||
| Cost of revenue | 815 | 858 | 3,632 | 3,420 | ||||||||
| Gross profit | 796 | 765 | 3,861 | 4,058 | ||||||||
| Operating expenses: | ||||||||||||
| Engineering, research and development | 308 | 339 | 1,220 | 893 | ||||||||
| Selling, general and administrative | 833 | 837 | 3,309 | 3,244 | ||||||||
| Total operating expenses | 1,141 | 1,176 | 4,529 | 4,137 | ||||||||
| Loss from operations | (345 | ) | (411 | ) | (668 | ) | (79 | ) | ||||
| Other income (expense): | ||||||||||||
| Other income (expense), net | 1,907 | (25 | ) | 2,611 | (50 | ) | ||||||
| Income (loss) before income taxes | 1,562 | (436 | ) | 1,943 | (129 | ) | ||||||
| Income tax expense | 150 | 541 | 271 | 605 | ||||||||
| Net income (loss) | $ | 1,412 | $ | (977 | ) | $ | 1,672 | $ | (734 | ) | ||
| Net income (loss) applicable to common stockholders | $ | 1,312 | $ | (1,025 | ) | $ | 1,272 | $ | (782 | ) | ||
| Earnings (loss) per common share – basic and diluted | $ | 0.20 | $ | (0.16 | ) | $ | 0.19 | $ | (0.12 | ) | ||
| Weighted average common shares outstanding – basic and diluted | 6,607 | 6,602 | 6,603 | 6,601 |