Company Quick10K Filing
Franklin Wireless
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$0.00 11 $22
10-Q 2019-11-14 Quarter: 2019-09-30
10-K 2019-09-30 Annual: 2019-06-30
10-Q 2019-05-15 Quarter: 2019-03-31
10-Q 2019-02-14 Quarter: 2018-12-31
10-Q 2018-11-14 Quarter: 2018-09-30
10-K 2018-09-28 Annual: 2018-06-30
10-Q 2018-05-15 Quarter: 2018-03-31
10-Q 2018-02-14 Quarter: 2017-12-31
10-Q 2017-11-14 Quarter: 2017-09-30
10-K 2017-09-28 Annual: 2017-06-30
10-Q 2017-05-15 Quarter: 2017-03-31
10-Q 2017-02-14 Quarter: 2016-12-31
10-Q 2016-11-14 Quarter: 2016-09-30
10-K 2016-09-28 Annual: 2016-06-30
10-Q 2016-05-16 Quarter: 2016-03-31
10-Q 2016-02-16 Quarter: 2015-12-31
10-Q 2015-11-16 Quarter: 2015-09-30
10-K 2015-09-28 Annual: 2015-06-30
10-Q 2015-05-15 Quarter: 2015-03-31
10-Q 2015-02-17 Quarter: 2014-12-31
10-Q 2014-11-14 Quarter: 2014-09-30
10-K 2014-09-29 Annual: 2014-06-30
10-Q 2014-05-15 Quarter: 2014-03-31
10-Q 2014-02-14 Quarter: 2013-12-31
10-Q 2013-11-14 Quarter: 2013-09-30
10-K 2013-09-30 Annual: 2013-06-30
10-Q 2013-05-15 Quarter: 2013-03-31
10-Q 2013-02-14 Quarter: 2012-12-31
10-Q 2012-11-14 Quarter: 2012-09-30
10-K 2012-10-15 Annual: 2012-06-30
10-Q 2012-05-15 Quarter: 2012-03-31
10-Q 2012-02-14 Quarter: 2011-12-31
10-Q 2011-11-14 Quarter: 2011-09-30
10-K 2011-09-28 Annual: 2011-06-30
10-Q 2011-05-13 Quarter: 2011-03-31
10-Q 2011-02-14 Quarter: 2010-12-31
10-Q 2010-11-15 Quarter: 2010-09-30
10-K 2010-10-12 Annual: 2010-06-30
10-Q 2010-05-17 Quarter: 2010-03-31
10-Q 2010-02-22 Quarter: 2009-12-31
8-K 2019-12-31 Officers
8-K 2018-12-26
8-K 2018-04-06 Officers
FKWL 2019-09-30
Part I - Financial Information
Item 1. Financial Statements
Note 1 - Basis of Presentation
Note 2 - Business Overview
Note 3 - Summary of Significant Accounting Policies
Note 4 - Property and Equipment
Note 5 - Accrued Liabilities
Note 6 - Earnings (Loss) per Share
Note 7 - Commitments and Contingencies
Note 8 - Long-Term Incentive Plan Awards
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 franklin_ex3101.htm
EX-31.2 franklin_ex3102.htm
EX-32.1 franklin_ex3201.htm
EX-32.2 franklin_ex3202.htm

Franklin Wireless Earnings 2019-09-30

FKWL 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

Comparables ($MM TTM)
Ticker M Cap Assets Liab Rev G Profit Net Inc EBITDA EV G Margin EV/EBITDA ROA
PLYZ 22 1 5 0 0 -28 -28 22 0% -0.8 -4,305%
SMPR 22 4 20 0 0 -1 -0 22 -124.7 -26%
GRPV 22 0 3 0 0 -2 -2 22 -11.2 -4,072%
NIMU 22 1 0 0 0 -2 -2 21 -13.8 -280%
FKWL 22 21 6 30 4 -1 -1 15 15% -24.2 -5%
QTMM 22 2 7 0 0 -7 -7 22 0% -3.0 -359%
VIGC 22 13 0 0 0 -1 -1 22 100% -20.4 -8%
RPMT 22 1 22 0 0 -4 -3 21 0% -7.0 -596%
CFDB 22 69 44 0 0 0 0 17 42.0 0%
DUOT 21 4 4 13 6 -2 -2 21 43% -10.8 -56%

10-Q 1 franklin_10q-093019.htm QUARTERLY REPORT

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

 

x

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

 

For the quarterly period ended September 30, 2019

 

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: 001-14891

 

 

FRANKLIN WIRELESS CORP.

(Exact name of Registrant as specified in its charter)

     

Nevada

(State or other jurisdiction of  incorporation or organization)

 

95-3733534

 (I.R.S. Employer Identification Number)

 

9707 Waples Street

Suite 150

San Diego, California

(Address of principal executive offices)

 

 

92121

(Zip code)

 

 

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

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001 per share

 

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

 

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 x No o

 

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

               
Large accelerated filero   Accelerated filero   Non-accelerated filero   Smaller reporting company x Emerging Growth Company o

 

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. o

 

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

Securities registered pursuant to Section 12(b) of the Act: None

 

The Registrant has 10,570,203 shares of common stock outstanding as of November 14, 2019.

 

   
 

 

FRANKLIN WIRELESS CORP.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019

INDEX

 

 

    Page
PART I – Financial Information
     
Item 1: Consolidated Financial Statements (unaudited)  
  Consolidated Balance Sheets as of September 30, 2019 (unaudited) and June 30, 2019 4
  Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three months ended September 30, 2019 and 2018 5
  Consolidated Statements of Stockholders' Equity (unaudited) for the three months ended September 30, 2019 and 2018 6
  Consolidated Statements of Cash Flows (unaudited) for the three months ended September 30, 2019 and 2018 8
  Notes to Consolidated Financial Statements 9
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
Item 3: Quantitative and Qualitative Disclosures About Market Risk 23
Item 4: Controls and Procedures 23
     
PART II – Other Information
     
Item 1: Legal Proceedings 24
Item 1A: Risk Factors 24
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 24
Item 3: Defaults Upon Senior Securities 24
Item 4: Mine Safety Disclosures 24
Item 5: Other Information 24
Item 6: Exhibits 24
     
Signatures   25

 

 

 

 

 

 

 

 2 
 

 

NOTE ON FORWARD LOOKING STATEMENTS

 

You should keep in mind the following points as you read this Report on Form 10-Q:

 

The terms “we,” “us,” “our,” “Franklin,” “Franklin Wireless,” or the “Company” refer to Franklin Wireless Corp.

 

This Report on Form 10-Q contains statements which, to the extent they do not recite historical fact, constitute “forward looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements are used under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” and elsewhere in this Quarterly Report on Form 10-Q. You can identify these statements by the use of words like “may,” “will,” “could,” “should,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,” “intend,” “continue,” and variations of these words or comparable words. Forward looking statements do not guarantee future performance and involve risks and uncertainties. Actual results may differ substantially from the results that the forward looking statements suggest for various reasons, including those discussed under the caption “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended June 30, 2019. These forward looking statements are made only as of the date of this Report on Form 10-Q. We do not undertake to update or revise the forward looking statements, whether as a result of new information, future events or otherwise.

 

 

 

 

 

 

 

 

 

 

 3 
 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

FRANKLIN WIRELESS CORP.

CONSOLIDATED BALANCE SHEETS

 

   September 30, 2019   June 30, 
   (unaudited)   2019 
ASSETS          
Current assets:          
Cash and cash equivalents  $4,943,614   $6,447,505 
Certificates of deposit account   5,352,890    5,380,226 
Accounts receivable   8,100,930    4,138,469 
Other receivables, net   94,184    40,807 
Inventories, net   2,206,313    1,052,740 
Prepaid expenses and other current assets   25,148    28,042 
Advance payments to vendors   22,615    51,340 
Total current assets   20,745,694    17,139,129 
Property and equipment, net   189,334    131,879 
Intangible assets, net   1,390,719    1,109,911 
Deferred tax assets, non-current   2,271,800    2,282,975 
Goodwill   273,285    273,285 
Right of use asset   1,423,313     
Other assets   281,487    258,097 
TOTAL ASSETS  $26,575,632   $21,195,276 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current liabilities:          
Accounts payable  $9,105,629   $5,672,514 
Income tax payable   49,799    654 
Advance payments from customers   154,744     
Accrued liabilities   294,493    247,658 
Lease liabilities, current   338,718     
Total current liabilities   9,943,383    5,920,826 
Lease liabilities, non-current   1,086,136     
Total liabilities   11,029,519    5,920,826 
Commitments and contingencies (Note 7)          
Stockholders’ equity:          
Parent Company stockholders’ equity          
Preferred stock, par value $0.001 per share, authorized 10,000,000 shares;
No preferred stock issued and outstanding as of September 30, 2019 and June 30, 2019
        
Common stock, par value $0.001 per share, authorized 50,000,000 shares;
10,570,203 shares issued and outstanding as of September 30, 2019 and June 30, 2019
   13,972    13,972 
Additional paid-in capital   7,442,272    7,442,272 
Retained earnings   12,731,379    12,477,441 
Treasury stock, 3,472,286 shares as of September 30, 2019 and June 30, 2019   (4,513,479)   (4,513,479)
Accumulated other comprehensive loss   (653,119)   (634,802)
Total Parent Company stockholders’ equity   15,021,025    14,785,404 
Non-controlling interests   525,088    489,046 
Total stockholders’ equity   15,546,113    15,274,450 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $26,575,632   $21,195,276 

 

See accompanying notes to consolidated financial statements.

 

 

 4 
 

FRANKLIN WIRELESS CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

   Three Months Ended 
   September 30, 
   2019   2018 
         
Net sales  $8,870,275   $13,328,936 
Cost of goods sold   6,849,763    11,155,717 
Gross profit   2,020,512    2,173,219 
           
Operating expenses:          
Selling, general and administrative   848,761    1,304,019 
Research and development   895,512    757,216 
Total operating expenses   1,744,273    2,061,235 
Income from operations   276,239    111,984 
           
Other income (loss), net:          
Interest income   55,030    3,052 
Income from governmental subsidy   4,093    64,188 
Other income (loss), net   15,592    (14,084)
Total other income (loss), net   74,715    53,156 
Income before provision for income taxes   350,954    165,140 
Income tax provision   60,974    41,970 
Net income   289,980    123,170 
Non-controlling interests in net loss of subsidiary at 48.2%       55,564 
Non-controlling interests in net income of subsidiary at 35.8%   (36,042)    
Net income attributable to Parent Company  $253,938   $178,734 
           
Basic earnings per share attributable to Parent Company stockholders  $0.02   $0.02 
Diluted earnings per share attributable to Parent Company stockholders  $0.02   $0.02 
           
Weighted average common shares outstanding – basic   10,570,203    10,570,203 
Weighted average common shares outstanding – diluted   10,705,500    10,682,166 
           
Comprehensive income          
Net income  $289,980   $123,170 
Translation adjustments   (18,317)   (13,843)
Comprehensive income   271,663    109,327 
Comprehensive (income) loss attributable to non-controlling interest   (36,042)   55,564 
Comprehensive income attributable to controlling interest  $235,621   $164,891 

 

See accompanying notes to consolidated financial statements.

 

 5 
 

 

FRANKLIN WIRELESS CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three Months Ended September 30, 2019 (unaudited)

 

 

   Common Stock   Additional Paid-in   Retained   Treasury   Accumulated Other Comprehensive   Non-controlling   Total Stockholders 
   Shares   Amount   Capital   Earnings   Stock   Loss   Interest   Equity 
Balance - June 30, 2019   10,570,203   $13,972   $7,442,272   $12,477,441   $(4,513,479)  $(634,802)  $489,046   $15,274,450 
Net income attributable to Parent Company               253,938                253,938 
Foreign exchange translation                       (18,317)       (18,317)
Comprehensive income attributable to non-controlling interest                           36,042    36,042 
Balance – September 30, 2019 (unaudited)   10,570,203   $13,972   $7,442,272   $12,731,379   $(4,513,479)  $(653,119)  $525,088   $15,546,113 

 

 

 

 

 

 

 

 

 

 

 

 6 
 

 

FRANKLIN WIRELESS CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three Months Ended September 30, 2018 (unaudited)

 

 

   Common Stock   Additional Paid-in   Retained   Treasury   Accumulated Other Comprehensive   Non-controlling   Total Stockholders 
   Shares   Amount   Capital   Earnings   Stock   Loss   Interest   Equity 
Balance - June 30, 2018   10,570,203   $13,972   $7,442,272   $13,753,565   $(4,513,479)  $(581,983)  $921,010   $17,035,357 
Net income attributable to Parent Company               178,734                178,734 
Foreign exchange translation                       (13,843)       (13,843)
Comprehensive income attributable to non-controlling interest                           (55,564)   (55,564)
Balance – September 30, 2018 (unaudited)   10,570,203   $13,972   $7,442,272   $13,932,299   $(4,513,479)  $(595,826)  $865,446   $17,144,684 

 

See accompanying notes to consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 7 
 

 

FRANKLIN WIRELESS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

  

Three Months Ended

September 30,

 
   2019   2018 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income  $289,980   $123,170 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:          
Depreciation   20,125    26,661 
Amortization of intangible assets   86,136    123,805 
Deferred tax   11,175    41,970 
Amortization of right of use asset   1,541     
Increase (decrease) in cash due to change in:          
Accounts receivable   (4,015,838)   (739,652)
Inventories   (1,153,573)   (325,292)
Prepaid expenses and other current assets   2,894    (1,637)
Advance payments to vendors   28,725    40,845 
Other assets   (23,390)   (256)
Accounts payable   3,433,115    5,557,538 
Income tax payable   49,145     
Advance payments from customers   154,744    (5,951)
Accrued liabilities   46,835    19,764 
Net cash (used in) provided by operating activities   (1,068,386)   4,860,965 
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Short-term investments   27,336     
Purchases of property and equipment   (77,580)   (980)
Payments for capitalized development costs   (348,668)   (33,905)
Purchases of intangible assets   (18,276)   (1,098)
Net cash used in investing activities   (417,188)   (35,983)
           
Effect of foreign currency translation   (18,317)   (13,843)
Net (decrease) increase in cash and cash equivalents   (1,503,891)   4,811,139 
Cash and cash equivalents, beginning of period   6,447,505    11,975,944 
Cash and cash equivalents, end of period  $4,943,614   $16,787,083 

 

Supplemental disclosure of cash flow information:

          
Cash paid during the periods for:          
Interest  $   $ 
Income taxes  $   $ 

 

See accompanying notes to consolidated financial statements.

 

 

 

 

 

 8 
 

 

FRANKLIN WIRELESS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements of Franklin Wireless Corp. (“the Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q. In the opinion of management, the financial statements included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the financial position, the results of operations and comprehensive income (loss) and cash flows of the Company for the periods presented.  These financial statements and notes hereto should be read in conjunction with the financial statements and notes thereto for the fiscal year ended June 30, 2019 included in the Company’s Form 10-K filed on September 30, 2019.  The operating results or cash flows for the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year.

 

 

NOTE 2 - BUSINESS OVERVIEW

 

We are a provider of intelligent wireless solutions including mobile hotspots, routers and modems as well as innovative hardware and software products that support machine-to-machine (M2M) applications and the Internet of Things (IoT). Our M2M and IoT solutions include embedded modules, modems and gateways built to deliver reliable always-on connectivity supporting a broad spectrum of applications. These products are designed to solve wireless connectivity challenges in a variety of vertical markets including video surveillance, digital signage, home security, oil and gas exploration, kiosks, fleet management, smart grid, vehicle diagnostics, telematics and many more.

 

We have a majority ownership position in Franklin Technology Inc. ("FTI"), a research and development company located in Seoul, South Korea. FTI primarily provides design and development services to us for our wireless products.

 

Our products are generally marketed and sold directly to wireless operators, and indirectly through strategic partners and distributors. Our global customer base extends primarily from the United States to countries in South America, the Caribbean, Europe, the Middle East and Africa ("EMEA") and Asia.

 

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiary with a majority voting interest of 64.2% (35.8% is owned by non-controlling interests) as of September 30, 2019 and June 30, 2019. In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated and net earnings are reduced by the portion of the net earnings of the subsidiary applicable to non-controlling interests.

 

Non-controlling Interest in a Consolidated Subsidiary

 

As of September 30, 2019, the non-controlling interest was $525,088, which represents a $36,042 increase from $$489,046 as of June 30, 2019.

 

Segment Reporting

 

Public companies are required to report financial and descriptive information about their reportable operating segments.  We identify our operating segments based on how our chief operating decision maker internally evaluates separate financial information, business activities and management responsibility. We have one reportable segment, consisting of the sale of wireless access products.

 

 

 

 

 9 
 

 

We generate revenues from three geographic areas, consisting of the United States, EMEA and Asia. The following enterprise-wide disclosure is prepared on a basis consistent with the preparation of the consolidated financial statements.  The following table contains certain financial information by geographic area:

 

   Three Months Ended 
   September 30, 
Net sales:  2019   2018 
United States  $8,862,647   $13,318,837 
Europe, the Middle East and Africa (“EMEA”)       4,759 
Asia   7,628    5,340 
Totals  $8,870,275   $13,328,936 

 

 

Long-lived assets, net (property and equipment and intangible assets): 

September 30,

2019

  

June 30,

2019

 
United States  $1,549,028   $1,209,159 
Asia   31,025    32,631 
Totals  $1,580,053   $1,241,790 

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

 

Fair Value of Financial Instruments

 

The carrying amounts of financial instruments such as cash equivalents, short-term investments, accounts receivable, accounts payable and debt approximate the related fair values due to the short-term maturities of these instruments. We invest our excess cash into financial instruments which are readily convertible into cash, such as money market funds and certificates of deposit.

 

Allowance for Doubtful Accounts

 

Based upon our review of our collection history as well as the current balances associated with all significant customers and associated invoices, we do not believe an allowance for doubtful accounts was necessary as of September 30, 2019 and June 30, 2019.

 

Revenue Recognition

 

On July 1, 2018, we adopted ASU 2014-09 using the modified retrospective method applied to those contracts that were not completed or substantially complete as of June 30, 2018. Results for the reporting period beginning after July 1, 2018 are presented under Topic 606. We recorded no change in retained earnings as of July 1, 2018 as a result of the cumulative impact of adopting Topic 606.

 

Contracts with Customers

 

Revenue for sales of products and services is derived from contracts with customers. The products and services promised in contracts primarily consist of hot spot routers. Contracts with each customer generally state the terms of the sale, including the description, quantity and price of each product or service. Payment terms are stated in the contract, primarily in the form of a purchase order. Since the customer typically agrees to a stated rate and price in the purchase order that does not vary over the life of the contract, the majority of our contracts do not contain variable consideration. We establish a provision for estimated warranty and returns. Using historical averages, that provision for the year ended September 30, 2019 was not material.

 

 

 

 

 10 
 

 

Disaggregation of Revenue

 

In accordance with Topic 606, we disaggregate revenue from contracts with customers into geographical regions and by the timing of when goods and services are transferred. We determined that disaggregating revenue into these categories meets the disclosure objective in Topic 606, which is to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors.

 

Contract Balances

 

We perform our obligations under a contract with a customer by transferring products in exchange for consideration from the customer. We typically invoice our customers as soon as control of an asset is transferred, and a receivable is established. We, however, recognize a contract liability when a customer prepays for goods and/or services, or we have not delivered goods under the contract since we have not yet transferred control of the goods and/or services.

 

The balances of our trade receivables are as follows: 

 

  

September 30,

2019

  

June 30,

2019

 
Accounts Receivable  $8,100,930   $4,138,469 
           

 

The balance of contract assets was immaterial as we did not have a significant amount of un-invoiced receivables in the periods ended September 30, 2019 and June 30, 2019.

 

Our contract liabilities are as follows:

 

  

September 30,

2019

  

June 30,

2019

 
Advance payments from customers  $154,744   $ 
Undelivered products   140,000    140,000 
Totals  $140,000   $140,000 

 

Performance Obligations

 

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of measurement in Topic 606. At contract inception, we assess the products and services promised in our contracts with customers. We then identify performance obligations to transfer distinct products or services to the customer. In order to identify performance obligations, we consider all the products or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.

 

Our performance obligations are primarily satisfied at a point in time. Revenue from products transferred to customers at a single point in time accounted for 95% of net sales for the three months ended September 30, 2019. Revenue recognized over a period of time for non-recurring engineering projects is based on the percent complete of a project and accounted for 5% of net sales for the three months ended September 30, 2019. The majority of our revenue recognized at a point in time is for the sale of hot-spot router products. Revenue from these contracts is recognized when the customer is able to direct the use of and obtain substantially all of the benefits from the product which generally coincides with title transfer at completion of the shipping process.

 

As of September 30, 2019, our contracts do not contain any unsatisfied performance obligations, except for undelivered products.

 

 

 

 

 11 
 

 

Cost of Goods Sold

 

All costs associated with our contract manufacturers, as well as distribution, fulfillment and repair services are included in our cost of goods sold. Cost of goods sold also includes amortization expense associated with capitalized product development costs associated with complete technology.

 

Capitalized Product Development Costs

 

Our products contain embedded software internally developed by FTI, which is an integral part of these products because it allows the various components of the products to communicate with each other and the products are clearly unable to function without this coding.

 

The costs of product development that are capitalized once technological feasibility is determined (noted as Technology in progress in the Intangible Assets table) include certifications, licenses, payroll, employee benefits, and other headcount-related expenses associated with product development. We determine that technological feasibility for our products is reached after all high-risk development issues have been resolved. Once the products are available for general release to our customers, we cease capitalizing the product development costs and any additional costs, if any, are expensed. The capitalized product development costs are amortized on a product-by-product basis using the greater of straight-line amortization or the ratio of the current gross revenues to the current and anticipated future gross revenues. The amortization begins when the products are available for general release to our customers.

 

As of September 30, 2019, and June 30, 2019, capitalized product development costs in progress were $814,020 and $465,352, respectively, and these amounts are included in intangible assets in our consolidated balance sheets. During the three months ended September 30, 2019 and 2018, we incurred $348,668 and $33,905, respectively, in capitalized product development costs, and such amounts are primarily comprised of certifications and licenses. All costs incurred before technological feasibility is reached are expensed and included in our consolidated statements of comprehensive income (loss).

 

Research and Development Costs

 

Costs associated with research and development are expensed as incurred. Research and development costs were $895,512 and $757,216 for the three months ended September 30, 2019 and 2018, respectively.

 

Warranties

 

We provide a warranty for one year which is covered by our vendors and manufacturers under purchase agreements between the Company and the vendors. As a result, we believe we do not have any net warranty exposure and do not accrue any warranty expenses. Historically, the Company has not experienced any material net warranty expenditures.

 

Shipping and Handling Costs

 

Costs associated with product shipping and handling are expensed as incurred.  Shipping and handling costs, which are included in selling, general and administrative expenses on the consolidated statements of comprehensive income (loss), were $173,108 and $352,091 for the three months ended September 30, 2019 and 2018, respectively.

 

Cash and Cash Equivalents

 

For purposes of the consolidated statements of cash flow, we consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. We invest our excess cash into financial instruments which management believes are readily convertible into cash, such as money market funds and short-term government bonds mutual funds that are readily convertible to cash and have a $1.00 net asset value.

 

 

 

 

 12 
 

 

Inventories

 

Our inventories consist of finished goods and are stated at the lower of cost or net realizable value, cost being determined on a first-in, first-out basis. We assess the inventory carrying value and reduce it, if necessary, to its net realizable value based on customer orders on hand, and internal demand forecasts using management’s best estimates given information currently available. Our customer demand is highly unpredictable and can fluctuate significantly caused by factors beyond the control of the Company. We may write down our inventory value for potential obsolescence and excess inventory.  As of September 30, 2019, and June 30, 2019, we have recorded an inventory reserve in the amounts of $553,281, for inventories that we have identified as obsolete or slow-moving.

 

Property and Equipment

 

Property and equipment are recorded at cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives as follows:

 

 

Machinery 6 years
Office equipment 5 years
Molds 3 years
Vehicles 5 years
Computers and software 5 years
Furniture and fixtures 7 years
Facilities improvements 5 years or life of the lease, whichever is shorter

 

Goodwill and Intangible Assets

 

Goodwill and certain intangible assets were recorded in connection with the FTI acquisition in October 2009, and are accounted for in accordance with ASC 805, “Business Combinations.”  Goodwill represents the excess of the purchase price over the fair value of the tangible and intangible net assets acquired.  Intangible assets are recorded at their fair value at the date of acquisition. Goodwill and other intangible assets are accounted for in accordance with ASC 350, “Goodwill and Other Intangible Assets.”  Goodwill and other intangible assets are tested for impairment at least annually and any related impairment losses are recognized in earnings when identified. No impairment was deemed necessary as of September 30, 2019 or June 30, 2019.

 

The definite lived intangible assets consisted of the following as of September 30, 2019:

 

Definite lived intangible assets:  Expected Life 

Average

Remaining

life

 

Gross

Intangible

Assets

  

Accumulated

Amortization

  

Net Intangible

Assets

 
Complete technology  3 years  2.5 years  $18,397   $3,066   $15,331 
Technology in progress  Not Applicable  -   814,020        814,020 
Software  5 years  2.5 years   424,227    289,704    134,523 
Patents  10 years  6.2 years   58,884    9,243    49,641 
Certifications & licenses  3 years  0.7 years   3,336,946    2,959,742    377,204 
Total as of September 30, 2019        $4,652,474   $3,261,755   $1,390,719 

 

 

 

 13 
 

 

The definite lived intangible assets consisted of the following as of June 30, 2019:

 

Definite lived intangible assets:  Expected Life 

Average

Remaining

life

 

Gross

Intangible

Assets

  

Accumulated

Amortization

  

Net Intangible

Assets

 
Complete technology  3 years  3.0 years  $18,397   $   $18,397 
Technology in progress  Not Applicable  -   465,352        465,352 
Software  5 years  2.7 years   423,436    278,266    145,170 
Patents  10 years  6.3 years   58,884    8,729    50,155 
Certifications & licenses  3 years  0.8 years   3,319,461    2,888,624    430,837 
Total as of June 30, 2019        $4,285,530   $3,175,619   $1,109,911 

 

Amortization expense recognized during the three months ended September 30, 2019 and 2018 was $86,136 and $123,805, respectively.

 

Long-lived Assets

 

We review for impairment of long-lived assets and certain identifiable intangibles whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. We consider the carrying value of assets may not be recoverable based upon our review of the following events or changes in circumstances: the asset’s ability to continue to generate income from operations and positive cash flow in future periods; loss of legal ownership or title to the asset; significant changes in our strategic business objectives and utilization of the asset; or significant negative industry or economic trends.  An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset are less than its carrying amount.

 

As of September 30, 2019, and June 30, 2019, we were not aware of any events or changes in circumstances that would indicate that the long-lived assets are impaired.

 

Stock-based Compensation

 

The Company’s employee share-based awards result in a cost that is measured at fair value on an award’s grant date, based on the estimated number of awards that are expected to vest. Stock-based compensation is recognized on a straight-line basis over the award’s vesting period. The Company estimates the fair value of stock options using a Black-Scholes option pricing model. Transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Stock-based compensation costs are reflected in the accompanying consolidated statements of comprehensive income (loss) based upon the underlying recipients' roles within the Company.

 

Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes. Accordingly, deferred tax assets and liabilities are determined based on the difference between the financial statement and income tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded to reduce the carrying amount of deferred tax assets, unless it is more likely than not such assets will be realized. Current income taxes are based on the year’s taxable income for federal and state income tax reporting purposes and the annual change in deferred taxes.

 

The Company assesses its income tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements. The Company classifies interest and penalties associated with such uncertain tax positions as a component of income tax expense.

 

 

 

 14 
 

 

As of September 30, 2019, we have no material unrecognized tax benefits. We recorded an income tax provisions of $60,974 and $41,970 for the three months ended September 30, 2019 and 2018, respectively. We also recorded a decrease in deferred tax asset, non-current, of $11,175 and $41,970 for the three months ended September 30, 2019 and 2018.

 

Earnings per Share Attributable to Common Stockholders

 

Earnings per share is calculated by dividing the net income by the weighted-average number of common shares that were outstanding for the period, without consideration for potential common shares. Diluted earnings per share is calculated by dividing the net income by the sum of the weighted-average number of dilutive potential common shares outstanding for the period determined using the treasury-stock method or the as-converted method. Potentially dilutive shares are comprised of common stock options outstanding under our stock plan.

 

 Concentrations

 

We extend credit to our customers and perform ongoing credit evaluations of such customers. We evaluate our accounts receivable on a regular basis for collectability and provide for an allowance for potential credit losses as deemed necessary.  No reserve was required or recorded for any of the periods presented.

 

Substantially all of our revenues are derived from sales of wireless data products.  Any significant decline in market acceptance of our products or in the financial condition of our existing customers could impair our ability to operate effectively.

 

A significant portion of our revenue is derived from a small number of customers. For the three months ended September 30, 2019, sales to our three largest customers accounted for 65%, 11%, and 11% of our consolidated net sales and 65%, 10%, and 2% of our accounts receivable balance, as of September 30, 2019. In the same period in 2018, sales to our four largest customers accounted for 40%, 16%, 14%, and 13% of our consolidated net sales and 56%, 0%, 2%, and 20% of our accounts receivable balance, as of September 30, 2018. No other customers accounted for more than ten percent of total net sales for the three months ended September 30, 2019 and 2018, and no other customers accounted for more than ten percent of total accounts receivable as of September 30, 2019 and 2018.

 

For the three months ended September 30, 2019, we purchased the majority of our wireless data products from two manufacturing companies located in Asia. If these manufacturing companies were to experience delays, capacity constraints or quality control problems, product shipments to our customers could be delayed, or our customers could consequently elect to cancel the underlying product purchase order, which would negatively impact the Company's revenue.  For the three months ended September 30, 2019, we purchased wireless data products from these manufacturers in the amount of $7,598,831, or 92% of total purchases, and had related accounts payable of $7,994,460 as of September 30, 2019. For the three months ended September 30, 2018, we purchased wireless data products from one manufacturer in the amount of $8,850,932, or 78% of total purchases, and had related accounts payable of $10,050,080 as of September 30, 2018.

 

We maintain our cash accounts with established commercial banks.  Such cash deposits exceed the Federal Deposit Insurance Corporation insured limit of $250,000 for each financial institution.  However, we do not anticipate any losses on excess deposits.

 

Recently Adopted Accounting Pronouncements

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), which amends existing standards for leases to increase transparency and comparability among organizations by requiring recognition of lease assets and liabilities on the balance sheet and requiring disclosure of key information about such arrangements. We adopted the standard as of July 1, 2019, and the adoption of the new standard resulted in the recording of operating lease right-of-use (“ROU”) assets and operating lease liabilities of $1,501,203 and $1,507,367, respectively, as of July 1, 2019, with the difference due to the existing lease liabilities of $6,164. The standard did not affect our consolidated net income or cash flows. See Note 7 for the further details.

 

 

 

 

 15 
 

 

Recently Issued Accounting Pronouncements

 

In February 2018, the FASB issued Accounting Standards Update (ASU) 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. Under the amendments in ASU 2018-02, an entity may elect to reclassify the income tax effects of the Tax Cuts and Jobs Act on items within AOCI to retained earnings. We do not expect that the adoption of this update will impact the Company’s consolidated financial statements.

 

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following as of:

 

  

September 30,

2019

  

June 30,

2019

 
Machinery and facility  $363,280   $363,022 
Office equipment   397,220    396,222 
Molds   860,494    784,170 
    1,620,994    1,543,414 
Less accumulated depreciation   (1,431,660)   (1,411,535)
Total  $189,334   $131,879 

 

Depreciation expense associated with property and equipment was $20,125 and $26,661 for the three months ended September 30, 2019 and 2018, respectively.

 

 

NOTE 5 – ACCRUED LIABILITIES

 

Accrued liabilities consisted of the following as of:

 

  

September 30,

2019

  

June 30,

2019

 
Accrued salaries, payroll deductions owed to government entities  $47,357   $44,752 
Accrued vacation   51,182    56,335 
Accrued undelivered inventory   140,000    140,000 
Taxes   55,954    408 
Other accrued liabilities       6,163 
Total  $294,493   $247,658 

 

 

NOTE 6 – EARNINGS (LOSS) PER SHARE

 

Basic earnings (loss) per share are computed using the weighted average number of shares outstanding during the period. Diluted earnings per share represent basic earnings per share adjusted to include the potentially dilutive effect of outstanding stock options.

 

 

 

 

 16 
 

 

The weighted average number of shares outstanding used to compute earnings (loss) per share is as follows:

 

   Three Months Ended September 30, 
   2019   2018 
Net income attributable to Parent Company  $253,938   $178,734 
           
Weighted-average shares of common stock outstanding:          
Basic shares outstanding   10,570,203    10,570,203 
Dilutive effect of common stock equivalents arising from stock options   135,297    111,963 
Diluted shares outstanding   10,705,500    10,682,166 
Basic earnings per share  $0.02   $0.02 
Diluted earnings per share  $0.02   $0.02 

 

 

NOTE 7 - COMMITMENTS AND CONTINGENCIES

 

Leases

 

We lease approximately 12,775 square feet of office space in San Diego, California, at a monthly rent of $23,115, pursuant to a lease that expired in October 2019 and was then extended at a monthly rent of $25,754 to December 31, 2023. In addition to monthly rent, the lease includes payment for certain common area costs. Our facility is covered by an appropriate level of insurance and we believe it to be suitable for our use and adequate for our present needs. Rent expense for this office space was $69,344 for the three months ended September 30, 2019 and 2018.

 

Our Korea-based subsidiary, FTI, leases approximately 10,000 square feet of office space in Seoul, Korea, at a monthly rent of approximately $8,000, pursuant to a lease that expired on September 1, 2019 and was extended to August 31, 2021. Beginning on June 12, 2015, FTI leased additional office space consisting of approximately 2,682 square feet, also located in Seoul, Korea, at a monthly rent of approximately $2,700, and the lease was extended to August 31, 2021. In addition to monthly rent, the lease provides for periodic cost of living increases in the base rent and payment for certain common area costs. These facilities are covered by an appropriate level of insurance and we believe them to be suitable for our use and adequate for our present needs. Rent expense related to these leases was approximately $32,100 for the three months ended September 30, 2019 and 2018.

 

We lease one corporate housing facility primarily for our employees who travel, under a non-cancelable operating lease that expired September 4, 2019 and was extended to September 4, 2020. Rent expense related to this lease was $2,304 and $2,561 for the three months ended September 30, 2019 and 2018, respectively.

 

As of September 30, 2019, we used discount rates of 4.0% and 2.8% in determining our operating lease liabilities for the office spaces in San Diego, California, and South Korea, respectively. These rates represented our incremental borrowing rates at that time. Short-term leases with initial terms of twelve months or less are not capitalized.

 

Maturities of lease liabilities are as follows:

 

   Operating Leases 
Fiscal 2020  $274,041 
Fiscal 2021   439,824 
Fiscal 2022   341,579 
Fiscal 2023   321,930 
Fiscal 2024   160,965 
Total lease payments   1,538,339 
Less imputed interest   (113,485)
Total  $1,424,854 

 

 

 

 

 17 
 

 

Litigation

 

We are from time to time involved in certain legal proceedings and claims arising in the ordinary course of business. Management does not expect any material adverse outcome.

 

We entered into a Professional Services Agreement with Anydata Corp. (“Anydata”) for the product ACT233F Smart Link OBD device on May 5, 2017, for a minimum purchase commitment of 250,000 units, which is associated with Anydata’s irrevocable purchase orders received from its customer. We have delivered approximately 25,000 units and 7,000 units during our second and fourth quarters of fiscal 2018, respectively, and an additional 18,000 units during our first quarter of fiscal 2019. Sales to Anydata were approximately $1.8 million for the year ended June 30, 2019. We have received information that Anydata may not be able to fulfill the entire purchase commitment for which parts have already been ordered with our main vendor, Quanta. Management believes that the Company will be able to supply some of the products to another customer and has received personal guarantees from the principals of Anydata. As of September 30, 2019, the remaining purchase commitment unfulfilled by Anydata to the Company was approximately $3.1 million. The total remaining product purchase commitment with Quanta was approximately $1.7 million. We have not recorded a receivable from Anydata, nor a liability owed to Quanta. Management believes that, at this time, a loss contingency is reasonably possible but not estimable as to how much ultimately would be paid to Quanta. As of September 30, 2019, we paid $100,000 for the right to call on inventory and recorded an additional $49,580 as a prepaid expense related to pricing adjustments, which has been agreed with Quanta for other products to ensure demand is met. As of September 30, 2019, there is a reasonable possibility we may incur a loss, however, the amount is not estimable at this time.

 

Change of Control Agreements

 

On September 21, 2009, we entered into Change of Control Agreements with OC Kim, our President, and Yun J. (David) Lee, our Chief Operating Officer. Each Change of Control Agreement provides for a lump sum payment to the officer in case of a change of control of the Company. The term includes the acquisition of Common Stock of the Company resulting in one person or company owning more than 50% of the outstanding shares, a significant change in the composition of the Board of Directors of the Company during any 12-month period, a reorganization, merger, consolidation or similar transaction resulting in the transfer of ownership of more than fifty percent (50%) of the Company's outstanding Common Stock, or a liquidation or dissolution of the Company or sale of substantially all of the Company's assets.

 

The Change of Control Agreement with Mr. Kim calls for a payment of $5 million upon a change of control, and the agreement with Mr. Lee calls for a payment of $2 million upon a change of control.

 

The Board of Directors has approved extension of the Change of Control Agreements with Mr. Kim and Mr. Lee, through September 30, 2021.

 

 

NOTE 8 – LONG-TERM INCENTIVE PLAN AWARDS

 

We adopted the 2009 Stock Incentive Plan (“2009 Plan”) on June 11, 2009, which provided for the grant of incentive stock options and non-qualified stock options to our employees and directors. Options granted under the 2009 Plan generally have a term of ten years and generally vest and become exercisable at the rate of 33% after one year and 33% on the second and third anniversaries of the option grant dates. Historically, some stock option grants have included shorter vesting periods ranging from one to two years.

 

The estimated forfeiture rate considers historical turnover rates stratified into employee pools in comparison with an overall employee turnover rate, as well as expectations about the future. We periodically revise the estimated forfeiture rate in subsequent periods if actual forfeitures differ from those estimates. There was no compensation expense recorded under this method for the three months ended September 30, 2019 and 2018.

 

 

 

 

 18 
 

 

A summary of the status of our stock options is presented below as of September 30, 2019:

 

           Weighted-     
           Average     
       Weighted-   Remaining     
       Average   Contractual   Aggregate 
       Exercise   Life   Intrinsic 
Options  Shares   Price   (In Years)   Value 
                 
Outstanding as of June 30, 2019   299,000   $1.04    2.75   $420,620 
Granted                
Exercised                
Cancelled                
Forfeited or Expired                
Outstanding as of September 30, 2019   299,000   $1.04    2.50   $354,840 
                     
Exercisable as of September 30, 2019   299,000   $1.04    2.50   $354,840 

 

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based upon the Company’s closing stock price of $2.23 as of September 30, 2019, which would have been received by the option holders had all option holders exercised their options as of that date. The weighted-average grant-date fair value of stock options outstanding as of September 30, 2019, in the amount of 299,000 shares, was $0.92 per share.

 

As of September 30, 2019, there was no unrecognized compensation cost related to non-vested stock options granted.

 

A summary of the status of our stock options is presented below as of September 30, 2018: 

 

           Weighted-     
           Average     
       Weighted-   Remaining     
       Average   Contractual   Aggregate 
       Exercise   Life   Intrinsic 
Options  Shares   Price   (In Years)   Value 
                 
Outstanding as of June 30, 2018   299,000   $1.04    2.75   $241,220 
Granted                
Exercised                
Cancelled                
Forfeited or Expired                
Outstanding as of September 30, 2018   299,000   $1.04    2.49   $301,020 
                     
Exercisable as of September 30, 2018   299,000   $1.04    2.49   $301,020 

 

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based upon the Company’s closing stock price of $2.05 as of September 30, 2018, which would have been received by the option holders had all option holders exercised their options as of that date. The weighted-average grant-date fair value of stock options outstanding as of September 30, 2018, in the amount of 299,000 shares, was $0.92 per share.

 

As of September 30, 2018, there was no unrecognized compensation cost related to non-vested stock options granted.

 

 

 

 19 
 

 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.  This report contains certain forward-looking statements relating to future events or our future financial performance.  These statements are subject to risks and uncertainties which could cause actual results to differ materially from those discussed in this report.  You are cautioned not to place undue reliance on this information, which speaks only as of the date of this report.  We are not obligated to publicly update this information, whether as a result of new information, future events or otherwise, except to the extent we are required to do so in connection with our obligation to file reports with the SEC. For a discussion of the important risks to our business and future operating performance, see the discussion under the caption “Item 1A. Risk Factors” and under the caption “Factors That May Influence Future Results of Operations” in the Company’s Form 10-K for the year ended June 30, 2019, filed on September 30, 2019.  In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur.

 

BUSINESS OVERVIEW

 

We are a provider of intelligent wireless solutions including mobile hotspots, routers and modems as well as innovative hardware and software products that support machine-to-machine (M2M) applications and the Internet of Things (IoT). Our M2M and IoT solutions include embedded modules, modems and gateways built to deliver reliable always-on connectivity supporting a broad spectrum of applications. These products are designed to solve wireless connectivity challenges in a variety of vertical markets including video surveillance, digital signage, home security, oil and gas exploration, kiosks, fleet management, smart grid, vehicle diagnostics, telematics and many more.

 

We have a majority ownership position in FTI, a research and development company located in Seoul, South Korea. FTI primarily provides design and development services to us for our wireless products.

 

Our products are generally marketed and sold directly to wireless operators, and indirectly through strategic partners and distributors. Our global customer base extends primarily from the United States to countries in South America, the Caribbean, EMEA and Asia.

 

FACTORS THAT MAY INFLUENCE FUTURE RESULTS OF OPERATIONS

 

We believe that our revenue growth will be influenced largely by (1) the successful maintenance of our existing customers, (2) the rate of increase in demand for wireless data products, (3) customer acceptance of our new products, (4) new customer relationships and contracts, and (5) our ability to meet customers’ demands.

 

We have entered into and expect to continue to enter into new customer relationships and contracts for the supply of our products, and this may require significant demands on our resources, resulting in increased operating, selling, and marketing expenses associated with such new customers.

 

CRITICAL ACCOUNTING POLICIES

 

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management evaluates these estimates and assumptions on an ongoing basis. Our estimates and assumptions have been prepared on the basis of the most current reasonably available information. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions and conditions.

 

 

 

 20 
 

 

We have several critical accounting policies, which were described in our Annual Report on Form 10-K for the year ended June 30, 2019, that are both important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments. Typically, the circumstances that make these judgments difficult, subjective and complex have to do with making estimates about the effect of matters that are inherently uncertain. There were no material changes to our critical accounting policies during the three months ended September 30, 2019.

 

RESULTS OF OPERATIONS

 

The following table sets forth, for the three months ended September 30, 2019 and 2018, our statements of comprehensive income including data expressed as a percentage of sales:

 

   Three Months Ended 
   September 30, 
   2019   2018 
         
Net sales   100.0%    100.0% 
Cost of goods sold   77.2%    83.7% 
Gross profit   22.8%    16.3% 
Operating expenses   19.7%    15.5% 
Income from operations   3.1%    0.8% 
Other income (loss), net   0.9%    0.4% 
Net income before income taxes   4.0%    1.2% 
Income tax provision   0.7%    0.3% 
Net income   3.3%    0.9% 
Non-controlling interest in net loss (income) of subsidiary   (0.4%)   0.4% 
Net income attributable to Parent Company stockholders   2.9%    1.3% 

 

THREE MONTHS ENDED SEPTEMBER 30, 2019 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2018

 

NET SALES - Net sales decreased by $4,458,661, or 33.5%, to $8,870,275 for the three months ended September 30, 2019 from $13,328,936 for the corresponding period of 2018. For the three months ended September 30, 2019, net sales by geographic regions, consisting of the United States, EMEA and Asia, were $8,862,647 (99.9% of net sales), $0 (0.0% of net sales) and $7,628 (0.1% of net sales), respectively. For the three months ended September 30, 2018, net sales by geographic regions, consisting of the United States, EMEA, and Asia were $13,318,837 (99.9% of net sales), $4,759 (0.0% of net sales), and $5,340 (0.1% of net sales), respectively.

 

Net sales in the United States decreased by $4,456,190, or 33.5%, to $8,862,647 for the three months ended September 30, 2019 from $13,318,837 for the corresponding period of 2018. The decrease in net sales was primarily due the decreased demand for a product by 74% from a major carrier customer and the discontinued order for a product placed by a carrier customer. Net sales in EMEA decreased by $4,759, or 100%, to $0 for the three months ended September 30, 2019 from $4,759 for the corresponding period of 2018. The decrease in net sales was due to the discontinued orders for a product placed by a carrier customer in Africa. Net sales in Asia increased by $2,288, or 42.8%, to $7,628 for the three months ended September 30, 2019 from $5,340 for the corresponding period of 2018. The increase in net sales was primarily due to the component sales generated by FTI, which typically vary from period to period.

 

GROSS PROFIT – Gross profit decreased by $152,707, or 7.0%, to $2,020,512 for the three months ended September 30, 2019 from $2,173,219 for the corresponding period of 2018.  The gross profit in terms of net sales percentage was 22.8% for the three months ended September 30, 2019 compared to 16.3% for the corresponding period of 2018. The decrease in gross profit was primarily due to the change in net sales as described above. The increase in gross profit in terms of net sales percentage was primarily due to the product development service revenues received from two customers, which involve lower costs of goods sold.

 

 

 

 21 
 

 

OPERATING EXPENSES - Operating expenses decreased by $316,962, or 15.4%, to $1,744,273 for the three months ended September 30, 2019 from $2,061,235 for the corresponding period of 2018.  The decrease in selling, general, and administrative costs was primarily due to the decrease in shipping and handling costs by $178,983 related to the decreased volume of product shipments and sales as well as the decreased amortization cost and the increased capitalized product development cost.

 

OTHER INCOME (LOSS), NET - Other income (loss), net increased by $21,559 to $74,715 for the three months ended September 30, 2019 from $53,156 for the corresponding period of 2018. The increase was primarily due to increased interest income earned from the newly opened money market accounts and certificates of deposit, which is partially offset by the decreased product development funding received by FTI from a government entity as the periods of the associated projects expired.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Our historical operating results, capital resources and financial position, in combination with current projections and estimates, were considered in management's plan and intentions to fund our operations over a reasonable period of time, which we define as the twelve-month period ending from the date of the filing of this Form 10-Q. For purposes of liquidity disclosures, we assess the likelihood that we have sufficient available working capital and other principal sources of liquidity to fund our operating activities and obligations as they become due.

 

Our principal source of liquidity as of September 30, 2019 consisted of cash and cash equivalents as well as short-term investments of $10,296,504.  We believe we have sufficient available capital to cover our existing operations and obligations through at least one year from the date of the filing of this Form 10-Q.  Our long-term future cash requirements will depend on numerous factors, including our revenue base, profit margins, product development activities, market acceptance of our products, future expansion plans and ability to control costs.  If we are unable to achieve our current business plan or secure additional funding that may be required, we would need to curtail our operations or take other similar actions outside the ordinary course of business in order to continue to operate as a going concern.

 

OPERATING ACTIVITIES - Net cash used by operating activities for the three months ended September 30, 2019 was $1,068,386, and net cash provided by operating activities for the three months ended September 30, 2018 was $4,860,965.

 

The $1,068,386 in net cash used by operating activities for the three months ended September 30, 2019 was primarily due to the increase in accounts receivable and inventories of $4,015,838 and $1,153,573, respectively, which is partially offset by the increases in accounts payable and advance payment from customers of $3,433,115 and $154,744, respectively, as well as our operating results (net income adjusted for depreciation, amortization, and other non-cash charge).

 

The $4,860,965 in net cash provided by operating activities for the three months ended September 30, 2018 was primarily due to the increase in accounts payable of $5,557,538 as well as our operating results (net income adjusted for depreciation, amortization, and other non-cash charges), which his partially offset by the increases in accounts receivable and inventories of $739,652 and $325,292, respectively.

 

INVESTING ACTIVITIES – Net cash used in investing activities for the three months ended September 30, 2019 and 2018 was $417,188 and $35,983, respectively.

 

The $417,188 in net cash used in investing activities for the three months ended September 30, 2019 was primarily due to the payments for capitalized product development, intangible assets, and property and equipment of $348,668, $18,276, and $77,580, respectively, which is partially offset by the decreased in short-term investment.

 

The $35,983 in net cash used in investing activities for the three months ended September 30, 2018 was primarily due to the payments for capitalized product development of $33,905.

 

FINANCING ACTIVITIES – We had no financing activities for the three months periods ended September 30, 2019 and 2018.

 

 

 

 22 
 

 

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

 

Leases

 

We lease approximately 12,775 square feet of office space in San Diego, California, at a monthly rent of $23,115, pursuant to a lease that expired in October 2019 and was then extended at a monthly rent of $25,754 to December 31, 2023. In addition to monthly rent, the lease includes payment for certain common area costs. Our facility is covered by an appropriate level of insurance and we believe it to be suitable for our use and adequate for our present needs. Rent expense for this office space was $69,344 for the three months ended September 30, 2019 and 2018.

 

Our Korea-based subsidiary, FTI, leases approximately 10,000 square feet of office space in Seoul, Korea, at a monthly rent of approximately $8,000, pursuant to a lease that expired on September 1, 2019 and was extended to August 31, 2021. Beginning on June 12, 2015, FTI leased additional office space consisting of approximately 2,682 square feet, also located in Seoul, Korea, at a monthly rent of approximately $2,700, and the lease was extended to August 31, 2021. In addition to monthly rent, the lease provides for periodic cost of living increases in the base rent and payment for certain common area costs. These facilities are covered by an appropriate level of insurance and we believe them to be suitable for our use and adequate for our present needs. Rent expense related to these leases was approximately $32,100 for the three months ended September 30, 2019 and 2018.

 

We lease one corporate housing facility primarily for our employees who travel, under a non-cancelable operating lease that expired September 4, 2019 and was extended to September 4, 2020. Rent expense related to this lease was $2,304 and $2,561 for the three months ended September 30, 2019 and 2018, respectively.

 

Recently Issued Accounting Pronouncements

 

Refer to NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES in the Consolidated Financial Statements.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

None.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company,” the Company is not required to respond to this item.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management has evaluated, under the supervision and with the participation of our President and Acting Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our President and our Acting Chief Financial Officer have concluded that, as of September 30, 2019, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and (ii) accumulated and communicated to our management, including our principal executive and principal accounting officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 and as a result of adopting Topic 842) during the three months ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 23 
 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We have provided information about legal proceedings in which we are involved in Note 7 of the notes to consolidated financial statements for the three months ended September 30, 2019, contained within this Quarterly Report on Form 10-Q.

 

 

ITEM 1A. RISK FACTORS

 

Our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, filed with the SEC on September 30, 2019 (the “Annual Report”), includes a detailed discussion of our risk factors under the heading “PART I, ITEM 1A – RISK FACTORS.” You should carefully consider the risk factors discussed in our Annual Report, as well as other information in this quarterly report. Any of these risks could cause our business, financial condition, results of operations and future growth prospects to suffer. We are not aware of any material changes from the risk factors previously disclosed.

 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

ITEM 6. EXHIBITS

 

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* XBRL Instance Document
101.SCH* XBRL Schema Document
101.CAL* XBRL Calculation Linkbase Document
101.DEF* XBRL Definition Linkbase Document
101.LAB* XBRL Label Linkbase Document
101.PRE* XBRL Presentation Linkbase Document

 

* To be filed by amendment

 

 

 

 

 24 
 

 

SIGNATURES

 

In accordance with Section 13 of 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Franklin Wireless Corp.
     
  By:

/s/ OC Kim

   

OC Kim

President

(Principal Executive Officer)

     
     
  By:

/s/ OC Kim

   

OC Kim

Acting Chief Financial Officer

(Principal Financial Officer)

 

 

Dated: November 14, 2019

   

 

 

 

 

 25