INTERLINK ELECTRONICS INC - Quarter Report: 2023 June (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2023

☐ Transition Report Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________________ to ______________________.

Commission file number 001-37659

INTERLINK ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)


Nevada		77-0056625
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

15707 Rockfield Boulevard, Suite 105

Irvine, California 92618

(Address of principal executive offices, zip code)

(805) 484-8855

(Registrant’s telephone number, including area 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
Common stock, $0.001 par value per share	LINK	The Nasdaq Stock Market LLC

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 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 an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		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 ☒

As of August 10, 2023, the issuer had 6,591,787 shares of common stock issued and outstanding.

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INTERLINK ELECTRONICS, INC.

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		Page No.

PART I -- FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations	4

	Condensed Consolidated Statements of Comprehensive Income (Loss)	5

	Condensed Consolidated Statements of Stockholders’ Equity	6

	Condensed Consolidated Statements of Cash Flows	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30

Item 4.	Controls and Procedures	31

PART II -- OTHER INFORMATION

Item 1A.	Risk Factors	32

Item 6.	Exhibits	32

Signatures		33

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PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

INTERLINK ELECTRONICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


	June 30,		December 31,
	2023		2022

	(in thousands, except par value)
ASSETS
Current assets
Cash and cash equivalents	$	5,106	$	10,091
Accounts receivable, net		2,147		1,178
Inventories		2,940		2,112
Prepaid expenses and other current assets		252		321
Total current assets		10,445		13,702
Property, plant and equipment, net		337		184
Intangible assets, net		324		76
Goodwill		4,545		650
Right-of-use assets		225		172
Deferred tax assets		129		134
Other assets		74		65
Total assets	$	16,079	$	14,983

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,090	$	273
Accrued liabilities		476		568
Lease liabilities, current		157		131
Accrued income taxes		423		117
Total current liabilities		2,146		1,089

Long-term liabilities
Lease liabilities, long term		77		46
Total long-term liabilities		77		46
Total liabilities		2,223		1,135

Commitments and contingencies (Note 10)		—		—

Stockholders’ equity
Preferred stock, $0.01 par value: 1,000 shares authorized, 200 shares of Series A Convertible Preferred Stock issued and outstanding at both June 30, 2023 and December 31, 2022 ($5.0 million liquidation preference)		2		2
Common stock, $0.001 par value: 30,000 shares authorized, 6,591 shares issued and outstanding at June 30, 2023; 6,610 shares issued and outstanding at December 31, 2022		7		7
Additional paid-in-capital		62,440		62,617
Accumulated other comprehensive income (loss)		97		(98)
Accumulated deficit		(48,690)		(48,680)
Total stockholders’ equity		13,856		13,848
Total liabilities and stockholders’ equity	$	16,079	$	14,983

See accompanying notes to these unaudited condensed consolidated financial statements.

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INTERLINK ELECTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(in thousands, except per share data)
Revenue, net	$	4,049	$	2,040	$	7,327	$	4,031
Cost of revenue		1,988		1,088		3,679		1,838
Gross profit		2,061		952		3,648		2,193
Operating expenses:
Engineering, research and development		650		330		1,177		593
Selling, general and administrative		1,005		773		2,238		1,733
Total operating expenses		1,655		1,103		3,415		2,326
Income (loss) from operations		406		(151)		233		(133)
Other income (expense):
Other income (expense), net		64		342		128		497
Income before income taxes		470		191		361		364
Income tax expense		89		79		171		110
Net income	$	381	$	112	$	190	$	254

Net income (loss) applicable to common stockholders	$	281	$	12	$	(10)	$	54
Earnings (loss) per common share – basic and diluted	$	0.04	$	0.00	$	0.00	$	0.01
Weighted average common shares outstanding – basic and diluted		6,600		6,602		6,610		6,602

See accompanying notes to these unaudited condensed consolidated financial statements.

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INTERLINK ELECTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(in thousands)
Net income	$	381	$	112	$	190	$	254
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		13		(156)		195		(149)
Comprehensive income (loss)	$	394	$	(44)	$	385	$	105

See accompanying notes to these unaudited condensed consolidated financial statements.

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INTERLINK ELECTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)


									Accumulated
							Additional		Other				Total
	Preferred Stock			Common Stock			Paid-in-		Comprehensive		Accumulated		Stockholders’
Three Months Ended June 30, 2023	Shares	Amount		Shares	Amount		Capital		Income (Loss)		Deficit		Equity
(in thousands)
Balance at March 31, 2023	200	$	2	6,610	$	7	$	62,617	$	84	$	(48,971)	$	13,739
Net income	—		—	—		—		—		—		381		381
Preferred stock dividends	—		—	—		—		—		—		(100)		(100)
Foreign currency translation adjustment	—		—	—		—		—		13		—		13
Repurchases of common stock	—		—	(19)		—		(177)		—		—		(177)
Balance at June 30, 2023	200	$	2	6,591	$	7	$	62,440	$	97	$	(48,690)	$	13,856


									Accumulated
							Additional		Other				Total
	Preferred Stock			Common Stock			Paid-in-		Comprehensive		Accumulated		Stockholders’
Six Months Ended June 30, 2023	Shares	Amount		Shares	Amount		Capital		Income (Loss)		Deficit		Equity
(in thousands)
Balance at December 31, 2022	200	$	2	6,610	$	7	$	62,617	$	(98)	$	(48,680)	$	13,848
Net income	—		—	—		—		—		—		190		190
Preferred stock dividends	—		—	—		—		—		—		(200)		(200)
Foreign currency translation adjustment	—		—	—		—		—		195		—		195
Repurchases of common stock	—		—	(19)		—		(177)		—		—		(177)
Balance at June 30, 2023	200	$	2	6,591	$	7	$	62,440	$	97	$	(48,690)	$	13,856


									Accumulated
							Additional		Other				Total
	Preferred Stock			Common Stock			Paid-in-		Comprehensive		Accumulated		Stockholders’
Three Months Ended June 30, 2022	Shares	Amount		Shares	Amount		Capital		Income (Loss)		Deficit		Equity
(in thousands)
Balance at March 31, 2022	200	$	2	6,602	$	7	$	62,552	$	103	$	(49,910)	$	12,754
Net income	—		—	—		—		—		—		112		112
Preferred stock dividends	—		—	—		—		—		—		(100)		(100)
Foreign currency translation adjustment	—		—	—		—		—		(156)		—		(156)
Balance at June 30, 2022	200	$	2	6,602	$	7	$	62,552	$	(53)	$	(49,898)	$	12,610


									Accumulated
							Additional		Other				Total
	Preferred Stock			Common Stock			Paid-in-		Comprehensive		Accumulated		Stockholders’
Six Months Ended June 30, 2022	Shares	Amount		Shares	Amount		Capital		Income (Loss)		Deficit		Equity
(in thousands)
Balance at December 31, 2021	200	$	2	6,602	$	7	$	62,552	$	96	$	(49,952)	$	12,705
Net income	—		—	—		—		—		—		254		254
Preferred stock dividends	—		—	—		—		—		—		(200)		(200)
Foreign currency translation adjustment	—		—	—		—		—		(149)		—		(149)
Balance at June 30, 2022	200	$	2	6,602	$	7	$	62,552	$	(53)	$	(49,898)	$	12,610

See accompanying notes to these unaudited condensed consolidated financial statements.

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INTERLINK ELECTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2023		2022

	(in thousands)
Cash flows from operating activities:
Net income	$	190	$	254
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		189		131
Unrealized and realized (gains) on marketable securities		—		(381)
Adjustment to reconcile operating lease expense to cash paid		5		(5)
Changes in operating assets and liabilities:
Accounts receivable		(273)		361
Inventories		(189)		(226)
Prepaid expenses and other assets		74		(56)
Accounts payable		85		74
Accrued liabilities		(198)		(210)
Accrued income taxes		(128)		86
Net cash provided by (used in) operating activities		(245)		28
Cash flows from investing activities:
Acquisition of Calman Technology Limited, net of cash acquired		(4,278)		—
Purchases of marketable securities		—		(6,027)
Purchases of property, plant and equipment		(32)		(9)
Net cash used in investing activities		(4,310)		(6,036)
Cash flows from financing activities:
Payment of dividends on preferred stock		(200)		(200)
Repurchases of common stock		(177)		—
Net cash used in financing activities		(377)		(200)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		(53)		(167)
Net (decrease) in cash, cash equivalents and restricted cash		(4,985)		(6,375)
Cash, cash equivalents and restricted cash, beginning of period		10,091		10,782
Cash, cash equivalents and restricted cash, end of period	$	5,106	$	4,407

Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents, end of period	$	5,106	$	4,402
Restricted cash, end of period		—		5
Cash, cash equivalents and restricted cash, end of period	$	5,106	$	4,407

Supplemental disclosure of cash flow information:
Income taxes paid	$	327	$	160
Interest paid		—		—

Supplemental disclosure of non-cash investing and financing activities:
Lease liabilities arising from obtaining right-of-use assets	$	55	$	178

See accompanying notes to these unaudited condensed consolidated financial statements.

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INTERLINK ELECTRONICS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 1 – The Company and its Significant Accounting Policies

Description of Business

Interlink Electronics, Inc. (“we,” “us,” “our,” “Interlink” or the “Company”) operates in two principal sensor technology divisions: force/touch sensors, and gas sensors. Our Force-Sensing Resistor (FSR®) and related technologies, including membrane keypads, graphic overlays and printed electronics, are used extensively in human-machine interface (“HMI”) devices, while our gas sensors and instruments are used in environmental and air quality monitoring across a broad range of applications.

We design, develop, manufacture and sell a range of technologies that incorporate our proprietary materials technology, firmware and software into a portfolio of standard products and custom solutions. Our force-sensing products and solutions include sensor components, subassemblies, modules and products that support effective, efficient cursor control and novel three-dimensional user inputs. Our HMI technology platforms are deployed in a wide range of markets including consumer electronics, automotive, industrial, and medical. Our membrane keypads, graphic overlays and other printed circuits are also deployed in HMI markets and integrated into products such as medical devices and defense systems. Our electrochemical gas-sensing technology products and solutions are deployed in industry, community, health and home settings, with uses in fields such as carbon monoxide and ozone detection and air quality monitoring.

We serve our world-wide customer base from our corporate headquarters in Irvine, California; our Global Product Development and Materials Science Center and distribution and logistics center in Camarillo, California; our printed electronics manufacturing facilities in Shenzhen, China, and Irvine, Scotland; our advanced and proprietary production and product development facility in Newark, California; our engineering, research and development center in Singapore; and our distribution and logistics center in Hong Kong. We also maintain a technical and sales office in Japan. Our principal executive office is located at 15707 Rockfield Boulevard, Suite 105, Irvine, California 92618 and our telephone number is (805) 484-8855. Our website address is www.interlinkelectronics.com.

Fiscal Year

Our fiscal year is the calendar year reporting cycle beginning January 1 and ending December 31.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intra-entity transactions and balances have been eliminated in consolidation.

The accompanying unaudited interim consolidated financial statements for the Company and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting. Accordingly, certain information and footnote disclosures normally included in annual consolidated financial statements have been condensed or omitted in accordance with Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments and the elimination of intra-entity accounts) considered necessary for a fair presentation of all periods presented. The results of the Company’s operations for any interim period are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes included in our Annual Report on Form 10-K, which was filed the Securities and Exchange Commission on March 29, 2023.

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Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes to the consolidated financial statements. Management regularly evaluates estimates and assumptions related to revenue recognition, allowances for doubtful accounts, warranty reserves, inventory valuation reserves, stock-based compensation, purchased intangible asset valuations and useful lives, asset retirement obligations, and deferred income tax asset valuation allowances. These estimates and assumptions are based on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. The actual results we experience may differ materially and adversely from our original estimates. To the extent there are material differences between the estimates and the actual results, our future results of operations will be affected.

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), when our customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of ASC 606, we perform the following five steps; (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Delivery occurs when goods are shipped and title and risk of loss transfer to the customer, in accordance with the terms specified in the arrangement with the customer. Revenue recognition is deferred until the earnings process is complete.

We (i) input orders based upon receipt of a customer purchase order, (ii) confirm pricing through the customer purchase order record, (iii) validate creditworthiness through past payment history, credit agency reports and other financial data, and (iv) recognize revenue upon shipment of goods or when risk of loss and title transfer to the buyer. All customers have warranty rights, and some customers also have explicit or implicit rights of return. We establish reserves for potential customer returns or warranty repairs based on historical experience and other factors that enable us to reasonably estimate the obligation.

A portion of our product sales is made through distributors under agreements allowing for right of return. Our past history with these sell-through right of return provisions allow us to reasonably estimate the amount of inventory that could be returned pursuant to these agreements, and revenue is recognized accordingly.

Shipping and Handling Fees and Costs

Amounts billed to customers for shipping and handling fees are presented in revenues. Costs incurred for shipping and handling are included in cost of revenues.

Engineering, Research and Development Costs

Engineering, research and development (“R&D”) costs are expensed when incurred. R&D expenses consist primarily of compensation expenses for employees engaged in research, design and development activities. R&D expenses also include depreciation and amortization, and overhead, including facilities expenses.

Marketing and Advertising Costs

All of the costs related to marketing and advertising our products are expensed as incurred or at the time the marketing or advertising takes place.

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Stock-Based Compensation

All stock-based payments to employees, including grants of employee stock options and employee stock purchase rights, are recognized in the financial statements based on their respective grant date (measurement date) fair values. We calculate the compensation cost of full-value awards, such as restricted stock, based on the market value of the underlying stock at the date of the grant. We estimate the expected life of a stock award as the period of time that the award is expected to be outstanding. We are required to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service periods. We estimate the fair value of each option award as of the date of grant using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of our stock price. Although the Black-Scholes option pricing model meets the accounting guidance requirements, the fair values generated by the Black-Scholes option pricing model may not be indicative of the actual fair values of our awards, as it does not consider other factors important to those stock-based payment awards, such as continued employment, periodic vesting requirements, and limited transferability.

We have elected to recognize compensation expense for all stock-based awards on a straight-line basis over the requisite service period for the entire award. The amount of compensation expense recognized through the end of each reporting period is equal to the portion of the grant-date value of the awards that have vested, or for partially vested awards, the value of the portion of the award that is ultimately expected to vest for which the requisite services have been provided. The benefits of tax deductions in excess of recognized compensation cost are reported as a financing cash flow.

As of June 30, 2023, there were no stock-based compensation awards outstanding.

Other Income (Expense)

Other income (expense), net, consists of interest income, foreign currency exchange gains and losses, gains and losses on marketable securities, and other non-operating income and expenses.

Income Taxes

We account for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not determinable beyond a “more likely than not” standard, we establish a valuation allowance. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, we include an expense or benefit within the tax provision in the statement of operations. We also utilize a “more likely than not” recognition threshold and measurement analysis for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of operations as income tax expense.

We operate within multiple tax jurisdictions and are subject to audit in these jurisdictions. Our foreign subsidiaries are subject to foreign income taxes on earnings in their respective jurisdictions. Earnings of our foreign subsidiaries are included in our U.S. federal income tax return as they are earned.

Foreign Currency Translation

The functional currency of our Chinese subsidiary is the Chinese Yuan Renminbi. The functional currency of our United Kingdom subsidiaries is the British pound sterling. The functional currency for our Hong Kong and Singapore subsidiaries is the United States dollar. Assets and liabilities are translated into United States dollars at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate prevailing during the respective periods.

Comprehensive Income (Loss)

Comprehensive income (loss) includes all components of comprehensive income (loss), including net income (loss) and any changes in equity during the period from transactions and other events and circumstances generated by non-owner sources.

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Segment Reporting

We operate in one reportable segment: the manufacture and sale of force/touch sensors and gas sensors.

Earnings Per Share

Basic earnings per share is computed by dividing net income (loss) applicable to common stockholders (i.e., net income (loss) adjusted for preferred stock dividends declared or accumulated) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of diluted common shares, which is inclusive of common stock equivalents from unexercised stock options, unvested restricted stock units, and shares issuable upon conversion of convertible preferred stock. Unexercised stock options, unvested restricted stock units, and convertible preferred stock are considered to be common stock equivalents if, using the treasury stock method, they are determined to be dilutive.

Under the two-class method of determining earnings for each class of stock, we consider the dividend rights and participating rights in undistributed earnings for each class of stock.

Leases

We account for our leases under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or our incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.

In calculating the right of use and lease liability, we have elected to combine lease and non-lease components. We exclude short-term leases having an initial term of 12 months or less from the new guidance as an accounting policy election, and recognize rent expense on a straight-line basis over the lease term.

Risk and Uncertainties

Our future results of operations involve a number of risks and uncertainties. Factors that could affect our business or future results and cause actual results to vary materially from historical results include, but are not limited to, the rapid change in our industry; problems with the performance, reliability or quality of our products; loss of customers; impacts of doing business internationally, including foreign currency fluctuations, changes in the trade policies of countries in which we or our customers do business, and political instability; potential shortages of the supplies we use to manufacture our products; disruptions in our manufacturing facilities; changes in environmental directives impacting our manufacturing process or product lines; the development of new proprietary technology and the enforcement of intellectual property rights by or against us; our ability to attract and retain qualified employees; and our ability to raise additional capital.

Our operations and financial results may be adversely affected by outbreaks of viruses, widespread illness, infectious diseases, contagions and unforeseen epidemics (such as the COVID-19 coronavirus) in countries in which our products are manufactured and sold. We experienced delays in the receipt of certain goods and the supply of our products from international and domestic shipping origins as a result of the COVID-19 pandemic and more general global supply chain constraints in fiscal 2021, and to a lesser extent in fiscal 2022 and so far in fiscal 2023. Depending on the continued extent and duration of these and similar constraints and disruptions, our supply chain, results of operations (including sales) or future business may be materially and adversely impacted. These and other issues affecting our international suppliers or internationally manufactured merchandise could have a material adverse effect on our business, results of operations and financial condition.

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Fair Value Measurements

We determine fair value measurements based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, we follow the following fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) our own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs):

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2: Other inputs observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborate inputs; and

Level 3: Unobservable inputs for which there is little or no market data and which requires the owner of the assets or liabilities to develop its own assumptions about how market participants would price these assets or liabilities.

Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy.

Recently Issued Accounting Pronouncements

We reviewed all recently issued accounting pronouncements and concluded they are not applicable or not expected to be material to our financial statements.

Subsequent Events

We have evaluated subsequent events through August 10, 2023, being the date these condensed consolidated financial statements were issued.

Note 2 – Details of Certain Financial Statement Components

Inventories, stated at the lower of cost or net realizable value, consisted of the following:


	June 30,		December 31,
	2023		2022

Inventories	(in thousands)
Raw materials	$	2,539	$	1,635
Work-in-process		200		192
Finished goods		201		285
Total inventories	$	2,940	$	2,112

Property, plant and equipment, net, consisted of the following:


	June 30,		December 31,
	2023		2022

Property, plant and equipment, net	(in thousands)
Furniture, machinery and equipment	$	1,905	$	1,688
Leasehold improvements		405		417
		2,310		2,105
Less: accumulated depreciation		(1,973)		(1,921)
Total property, plant and equipment, net	$	337	$	184

Depreciation expense totaled $46,000 and $50,000 for the three months ended June 30, 2023 and 2022, respectively. Depreciation expense totaled $83,000 and $102,000 for the six months ended June 30, 2023 and 2022, respectively.

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Intangible assets, net consisted of the following:


	June 30,		December 31,
	2023		2022

Intangible assets, net	(in thousands)
Patents, tradenames, and trademarks	$	705	$	658
Developed technology		134		—
Customer relationships		96		—
Non-compete agreements		26		—
Order backlog		22		—
In-process research and development		29		—
		1,012		658
Less: accumulated amortization		(688)		(582)
Total intangible assets, net	$	324	$	76

Amortization expense totaled $94,000 and $13,000 for the three months ended June 30, 2023 and 2022, respectively. Amortization expense totaled $106,000 and $28,000 for the six months ended June 30, 2023 and 2022, respectively. Future amortization expense on existing intangible assets is as follows:


Years ending December 31,	(in thousands)
2023 (remainder of year)	$	70
2024		125
2025		48
2026		27
2027		25
Thereafter		29
	$	324

Accrued liabilities consisted of the following:


	June 30,		December 31,
	2023		2022

Accrued liabilities	(in thousands)
Accrued compensation and benefits	$	188	$	320
Accrued vacation		209		223
Other accrued liabilities		79		25
Total accrued liabilities	$	476	$	568

Note 3 – Acquisitions

Acquisition of Assets of SPEC Sensors and KWJ Engineering

On December 16, 2022, we acquired substantially all of the assets of SPEC Sensors, LLC (“SPEC”), and KWJ Engineering, Inc. (“KWJ”) (collectively, “SPEC/KWJ”), two designers and manufacturers of gas, air and environmental quality sensors that were under common ownership, pursuant to an Asset Purchase Agreement, dated as of December 16, 2022 (the “Asset Purchase Agreement”), by and among the Company, SPEC/KWJ, and the respective equity holders of SPEC and KWJ. The Asset Purchase Agreement contains customary representations, warranties and covenants, including non-competition covenants. Under the terms of the Asset Purchase Agreement, the purchase price for both companies’ assets is $2,000,000 plus the amount by which the combined companies’ net working capital at closing is more than $1,350,000. At closing, the purchase price was preliminarily calculated as $2,269,000, of which $1,519,000 was paid to SPEC/KWJ, and $750,000 was paid into escrow against purchase price adjustments and potential claims for breaches of representations and warranties by SPEC/KWJ or the equity holders. Subsequent to the closing, the parties reached an agreement pursuant to which (i) the purchase price was reduced to $2,102,313 resulting from the determination that the closing date net working capital was $166,687 lower than was preliminarily calculated, with such funds having been distributed back to the Company from the escrow account in May 2023, and (ii) the remaining funds in the escrow account were released to SPEC/KWJ in May 2023 without prejudice to the Company’s rights in respect of breaches of representations, warranties or covenants.

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The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date, giving effect to the post-closing purchase price adjustment (in thousands).


Cash	$	541
Accounts receivable		306
Inventories		952
Prepaid expenses and other current assets		52
Property and equipment		50
Deposits		16
Accounts payable and accrued liabilities		(415)
Net identifiable assets acquired		1,502
Developed technology		134
Customer relationships		96
Tradenames and trademarks		47
In-process research and development		29
Non-compete agreements		26
Order backlog		22
Goodwill		246
Net assets acquired	$	2,102

After our December 31, 2022 and March 31, 2023 financial statements were issued, the valuation report for the acquired intangible assets was completed. Based on the results of that valuation report, we have revised the preliminarily allocated $650,000 of goodwill to be allocated as follows: $50,000 property and equipment, $134,000 developed technology, $96,000 customer relationships, $47,000 trademarks and tradenames, $29,000 in-process research and development, $26,000 non-compete agreements, $22,000 order backlog, and $246,000 goodwill. In addition, the changes in these provisional amounts resulted in an increase in amortization expense and accumulated amortization of $82,000 recorded in the three months ended June 30, 2023, of which $12,000 relates to the three months ended December 31, 2022, and $37,000 relates to the three months ended March 31, 2023.

The fair value of accounts receivable is equal to the $306,000 gross contractual amount, as we expect the entire balance to be collectible.

The goodwill recognized is attributable primarily to expected synergies and the assembled workforces of SPEC/KWJ. The goodwill is expected to be deductible for income tax purposes.

Acquisition of Calman Technology Limited

On March 17, 2023, we acquired all of the outstanding shares in Calman Technology Limited (“Calman”), a Scotland-based designer and manufacturer of membrane keypads, graphic overlays and printed electronics, pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”) by and among the Company’s wholly owned United Kingdom subsidiary, Interlink Electronics Limited, and the shareholders of Calman. The Share Purchase Agreement contains customary representations, warranties and covenants, including non-competition covenants on the part of the sellers, who continue to be employed by Calman. Under the terms of the Share Purchase Agreement, the purchase price is GB£4,127,000 (approximately $4,912,000), of which GB£3,627,000 (approximately $4,317,000) was paid at closing and the remaining GB£500,000 (approximately $595,000) is being held back for up to nine months against potential claims for breaches of representations and warranties (subject to certain deductibles and caps). The purchase price was subject to adjustment based on the extent, if any, to which Calman’s net working capital at closing was more or less than GB£600,000 (approximately $714,000), which resulted in additional purchase consideration of approximately GB£1,292,000 (approximately $1,538,000).

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The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands). We are in the process of identifying and measuring the fair value of certain property and equipment assets, intangible assets, and working capital balances, and accordingly the following measurements of these assets and goodwill are provisional and subject to change.


Cash	$	1,577
Accounts receivable		656
Inventories		622
Prepaid expenses and other current assets		12
Property, plant, and equipment		146
Right-of-use assets		91
Accounts payable and accrued liabilities		(615)
Lease liabilities		(91)
Net identifiable assets acquired		2,398
Goodwill		4,052
Net assets acquired	$	6,450

The fair value of accounts receivable is equal to the $656,000 gross contractual amount, as we expect the entire balance to be collectible.

The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Calman. The goodwill is not expected to be deductible for income tax purposes.

The following represents the pro forma consolidated statement of operations as if both SPEC/KWJ and Calman had been included in our consolidated results for the periods ended June 30, 2023 and 2022 (unaudited):


	Pro Forma				Pro Forma
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(in thousands)
Revenue	$	4,049	$	3,978	$	8,088	$	8,177
Net income (loss)	$	381	$	86	$	677	$	908

Note 4 – Marketable Securities

Our marketable securities consist of equity securities classified as available-for-sale (“AFS”). AFS securities are carried at fair value on the condensed consolidated balance sheets. Realized and unrealized gains and losses are reported in earnings within “other income (expense), net”. The specific identification method is used to determine realized gains and losses on AFS securities. During the three months ended June 30, 2023 and 2022, we purchased $0 and $3.8 million of marketable securities, respectively, and we sold $0 of marketable equity securities in each period. During the six months ended June 30, 2023 and 2022, we purchased $0 and $6.0 million of marketable securities, respectively, and we sold $0 of marketable equity securities in each period. During the three months ended June 30, 2023 and 2022, gross realized and unrealized gains were $0 and $318,000, respectively, and gross realized and unrealized losses were $0 in each period. During the six months ended June 30, 2023 and 2022, gross realized and unrealized gains were $0 and $225,000, respectively, and gross realized and unrealized losses were $0 in each period. As of June 30, 2023, we had no marketable equity securities.

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Note 5 – Earnings Per Share

Basic earnings per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, plus the dilutive effect of outstanding stock options, restricted stock units, and common shares issuable upon conversion of convertible preferred stock using the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

	(in thousands, except per share data)
Net income	$	381	$	112	$	190	$	254
Less: Preferred stock dividends		(100)		(100)		(200)		(200)
Net income (loss) applicable to common stockholders		281		12		(10)		54

Weighted average common shares outstanding – basic		6,600		6,602		6,610		6,602
Dilutive potential common shares from convertible preferred stock		—		—		—		—
Weighted average common shares outstanding – diluted		6,600		6,602		6,610		6,602

Earnings (loss) per common share, basic	$	0.04	$	0.00	$	0.00	$	0.01
Earnings (loss) per common share, diluted	$	0.04	$	0.00	$	0.00	$	0.01

Shares subject to anti-dilutive Series A Convertible Preferred Stock excluded from calculation		400		400		400		400

Note 6 – Stockholders’ Equity

Stock Repurchase Transaction

In May 2023, the Company’s board of directors approved the Company’s repurchase of 5,500 shares of common stock that were previously issued and sold in a private transaction to an individual in December 2022. The Company repurchased the shares for $50,050 ($9.10 per share), which is the same price at which the Company issued and sold the shares in December 2022.

Stock Repurchase Program

In May 2023, the Company’s board of directors approved a Stock Repurchase Program to repurchase up to 100,000 shares of the Company’s common stock. During the three months ended June 30, 2023, the Company repurchased 13,903 shares for an aggregate purchase price of approximately $127,000.

Note 7 – Significant Customers, Concentrations of Credit Risk, and Geographic Information

We manage and operate our business through one operating segment.

Net revenues from customers equal to or greater than 10% of total net revenues are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Customer A	23	%	24	%	27	%	30	%
Customer B	13	%	*	%	*	%	*	%
Customer C	11	%	25	%	*	%	20	%

* Less than 10% of total net revenues

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Net revenues by geographic area are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(in thousands)				(in thousands)
United States	$	1,947	$	995	$	4,100	$	1,996
Asia and Middle East		1,128		969		1,954		1,780
Europe and other		974		76		1,273		255
Revenue, net	$	4,049	$	2,040	$	7,327	$	4,031

Revenues by geographic area are based on the country of shipment destination. The geographic location of distributors and third-party manufacturing service providers may be different from the geographic location of the purchasers and/or ultimate end users.

We provide credit only to creditworthy customers who are subject to our credit verification procedures. Accounts receivable balances are monitored on an ongoing basis, and accounts deemed to have credit risk are fully reserved. At June 30, 2023, two customers accounted for 29% and 18% of total accounts receivable. At December 31, 2022, two customers accounted for 20% and 13% of total accounts receivable. Our allowance for doubtful accounts was $0 at both June 30, 2023 and December 31, 2022.

Our long-lived assets were geographically located as follows:


	June 30,		December 31,
	2023		2022

	(in thousands)
United States	$	782	$	935
Europe		4,527		—
Asia		325		344
Total long-lived assets	$	5,634	$	1,279

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Note 8 – Related Party Transactions

Qualstar Corporation (OTCMKTS:QBAK)

Qualstar Corporation (OTCMKTS:QBAK) (“Qualstar”) is a related party. Steven N. Bronson, our Chairman of the Board, President and Chief Executive Officer, is also the President, Chief Executive Officer and a director of Qualstar. Ryan J. Hoffman, our Chief Financial Officer, is also the Chief Financial Officer of Qualstar. Mr. Bronson, together with BKF Capital Group, Inc. (OTCMKTS:BKFG) which he controls, has a controlling interest in both Interlink and Qualstar. We have a facilities agreement with Qualstar to allow Qualstar to use of a portion of our Irvine, California and Los Angeles, California office facilities, for which we have agreed to split substantially all rent and lease-related costs on an apportioned basis according to the approximate relative usage levels by each entity. Qualstar also has a facilities agreement with us to allow us to use of a portion of its Camarillo, California office and warehouse facility, for which we have agreed to split substantially all rent and lease-related costs on an apportioned basis according to the approximate relative usage levels by each entity. In addition, we have various consulting agreements with Qualstar for certain of our respective employees and/or independent contractors that provide certain operational, sales, marketing, general and administrative services to the other entity. Interlink and Qualstar also agree to reimburse, or be reimbursed by, one another for expenses paid by one company on behalf of the other. Transactions with Qualstar and its subsidiaries are as follows:


	Three Months Ended June 30,
	2023				2022
	Due from		Due to		Due from		Due to
	Qualstar		Qualstar		Qualstar		Qualstar

	(in thousands)
Balance at April 1,	$	21	$	—	$	19	$	8

Billed (or accrued) to Qualstar by Interlink		209		—		200		—
Paid by Qualstar to Interlink		(144)		—		(196)		—

Billed (or accrued) to Interlink by Qualstar		—		31		—		22
Paid by Interlink to Qualstar		—		(22)		—		(23)
Balance at June 30,	$	86	$	9	$	23	$	7


	Six Months Ended June 30,
	2023				2022
	Due from		Due to		Due from		Due to
	Qualstar		Qualstar		Qualstar		Qualstar

	(in thousands)
Balance at January 1,	$	6	$	—	$	85	$	8

Billed (or accrued) to Qualstar by Interlink		434		—		385		—
Paid by Qualstar to Interlink		(354)		—		(447)		—

Billed (or accrued) to Interlink by Qualstar		—		56		—		44
Paid by Interlink to Qualstar		—		(47)		—		(45)
Balance at June 30,	$	86	$	9	$	23	$	7

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BKF Capital Group (OTCMKTS:BKFG)

BKF Capital Group, Inc. (OTCMKTS:BKFG) (“BKF Capital”) is a related party. Steven N. Bronson, our Chairman of the Board, President and Chief Executive Officer, is also the Chief Executive Officer and Chairman of BKF Capital. Ryan J. Hoffman, our Chief Financial Officer, is also the Chief Financial Officer of BKF Capital. Mr. Bronson, together with BKF Capital, has a controlling interest in Interlink. We have a facilities agreement with BKF Capital to allow BKF Capital to use a portion of our Irvine, California office facility, for which we have agreed to split substantially all rent and lease-related costs on an apportioned basis according to the approximate relative usage levels by each entity. In addition, we have consulting agreements with BKF Capital for certain of our respective employees and/or independent contractors that provide certain operational and general and administrative services to the other entity. We entered into a M&A advisory consulting services agreement with Bronson Financial LLC (“BF”), a wholly owned subsidiary of BKF Capital, in which BF provides M&A advisory consulting services to us. Interlink and BKF Capital also agree to reimburse, or be reimbursed by, one another for expenses paid by one company on behalf of the other. Transactions with BKF Capital and its subsidiaries are as follows:


	Three Months Ended June 30,
	2023				2022
	Due from		Due to		Due from		Due to
	BKF Capital		BKF Capital		BKF Capital		BKF Capital

	(in thousands)
Balance at April 1,	$	17	$	—	$	3	$	—

Billed (or accrued) to BKF Capital by Interlink		10		—		22		—
Paid by BKF Capital to Interlink		(22)		—		(19)		—

Billed (or accrued) to Interlink by BKF Capital		—		30		—		30
Paid by Interlink to BKF Capital		—		(30)		—		(30)
Balance at June 30,	$	5	$	—	$	6	$	—


	Six Months Ended June 30,
	2023				2022
	Due from		Due to		Due from		Due to
	BKF Capital		BKF Capital		BKF Capital		BKF Capital

	(in thousands)
Balance at January 1,	$	2	$	—	$	12	$	—

Billed (or accrued) to BKF Capital by Interlink		33		—		60		—
Paid by BKF Capital to Interlink		(30)		—		(66)		—

Billed (or accrued) to Interlink by BKF Capital		—		80		—		60
Paid by Interlink to BKF Capital		—		(80)		—		(60)
Balance at June 30,	$	5	$	—	$	6	$	—

Note 9 – Income Taxes

Our income tax expense is impacted by the mix of our domestic and foreign pre-tax earnings and losses. Our effective income tax rates are generally higher than the blended statutory tax rates of the jurisdictions in which we operate due to having incurred income tax expense on taxable income in certain jurisdictions, while not being able to benefit from losses in other jurisdictions for which our net operating loss carryovers (“NOLs”) are subject to valuation allowance. Income tax expense as a percentage of income/loss before income taxes was 18.9% for the three months ended June 30, 2023 versus 41.4% for the comparable quarter in the prior year. Income tax expense as a percentage of income before income taxes was 47.4% for the six months ended June 30, 2023 versus 30.2% for the first half of the prior year.

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We experienced an ownership change under IRC Section 382 in 2010. In general, a Section 382 ownership change occurs if there is a cumulative change in our ownership by “5% shareholders” (as defined in the Internal Revenue Code of 1986, as amended) that exceeds 50 percentage points over a rolling three-year period. An ownership change generally affects the rate at which NOLs and potential other deferred tax assets are permitted to offset future taxable income. Certain state jurisdictions within which we operate contain similar provisions and limitations. As of June 30, 2023, all of the remaining federal and state NOLs are subject to annual limitations due to the 2010 ownership change.

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. We analyzed our need to record a valuation allowance against our otherwise recognizable net deferred tax assets in the federal, state and foreign jurisdictions, and we determined that a valuation allowance on federal and state deferred tax assets was necessary at both June 30, 2023 and December 31, 2022, while no valuation allowance on foreign deferred tax assets was necessary at both June 30, 2023 and December 31, 2022. The amount of deferred tax assets considered realizable could be adjusted in future periods if estimates of future taxable income during the carryforward period are reduced or increased, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for future profitability.

The Internal Revenue Code includes a provision, referred to as Global Intangible Low-Taxed Income (“GILTI”), which provides for a 10.5% tax on certain income of controlled foreign corporations. We have elected to account for GILTI as a period cost if and when occurred, rather than recognizing deferred taxes for basis differences expected to reverse.

Of the $5.1 million of our cash balance at June 30, 2023, $1.3 million was held by our foreign subsidiaries. If these funds are needed for our operations in the U.S., we have several methods to repatriate the funds without significant tax effects, including repayment of intercompany loans or distributions of previously taxed income. Other distributions may require us to incur U.S. or foreign taxes to repatriate these funds.

Note 10 – Commitments and Contingencies

Lease Agreements

We lease facilities under non-cancellable operating leases. The leases expire at various dates through fiscal 2025 and frequently include renewal provisions for varying periods of time, provisions which require us to pay taxes, insurance and maintenance costs, and provisions for minimum rent increases. Minimum leases payments, including scheduled rent increases are recognized as rent expenses on a straight-line basis over the term of the lease.

The rate implicit in each lease is not readily determinable, and we therefore use our incremental borrowing rate to determine the present value of the lease payments. The weighted average incremental borrowing rate used to determine the initial value of right-of-use (“ROU”) assets and lease liabilities capitalized during the six months ended June 30, 2023 was 5.5%, and during the six months ended June 30, 2022 was 7.0%.

ROU assets for operating leases are periodically reduced by impairment losses. We use the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant and Equipment – Overall, to determine whether a ROU asset is impaired, and if so, the amount of the impairment loss to recognize. As of June 30, 2023, we have not recognized any impairment losses for our ROU assets.

We monitor for events or changes in circumstances that require a reassessment of our leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss.

In June 2020, we entered into a sublease agreement to lease 4,351 square feet of office space in Irvine, California for approximately $6,000 per month with 3 percent annual increases, plus common area maintenance costs. The lease term began July 1, 2020 and ended May 31, 2023. In June 2023, we entered into a lease agreement to lease 1,560 square feet of office space in Irvine, California for approximately $4,000 per month for a term commencing June 1, 2023 and ending May 31, 2024. Our Irvine, California office is used for executive offices, sales, finance and administration.

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We lease a 14,476 square-foot manufacturing facility and administrative office in Shenzhen, China. In May 2022, we renewed this lease for the period June 1, 2022 through May 31, 2024 for approximately $8,000 per month.

We lease a 10,635 square-foot manufacturing facility and administrative offices in Newark, California. In February 2023, we renewed this lease for the period March 1, 2023 through February 28, 2024 for approximately $18,000 per month.

We lease an approximately 9,800 square-foot manufacturing facility and administrative offices in Irvine, Scotland for approximately $5,000 per month (with a 50% discount through October 2023). This lease term ends February 2028, with an option for us to terminate the lease in February 2025.

We lease a 275 square-foot engineering and administrative office in Singapore for approximately $1,000 per month. This lease term ends May 2024.

We lease a 3,000 square-foot logistics and distribution facility in Hong Kong for approximately $2,000 per month. This lease term ends April 2025.

We lease a 500 square-foot sales office in Tokyo, Japan for approximately $1,000 per month. This lease term ends November 2024.

We sublease on a month-to-month basis approximately 1,000 square-feet of office space in Los Angeles, California for approximately $1,000 per month.

As of June 30, 2023, we had current and long-term lease liabilities of $157,000 and $77,000, respectively, and right-of-use assets of $225,000. As of December 31, 2022, we had current and long-term lease liabilities of $131,000 and $46,000, respectively, and right of use assets of $172,000. Future imputed interest as of June 30, 2023 totaled $14,000. The weighted average remaining lease term of our leases as of June 30, 2023 is 1.1 years.

Future minimum lease payments under non-cancellable operating leases that have remaining non-cancellable lease terms in excess of one year are as follows:


Years ending December 31,	(in thousands)
2023 (remainder of year)	$	83
2024		141
2025		24
2026		—
2027		—
Thereafter		—
Total undiscounted future non-cancelable minimum lease payments		248
Less: imputed interest		(14)
Present value of lease liabilities	$	234

During the three months ended June 30, 2023, we incurred approximately $129,000 in operating lease costs, of which $52,000 is included in cost of revenue and $77,000 is included in operating expenses in our condensed consolidated statements of operations. During the three months ended June 30, 2022, we incurred approximately $61,000 in operating lease costs, of which $30,000 is included in cost of revenue and $31,000 is included in operating expenses in our condensed consolidated statements of operations.

During the six months ended June 30, 2023, we incurred approximately $250,000 in operating lease costs, of which $96,000 is included in cost of revenue and $154,000 is included in operating expenses in our condensed consolidated statements of operations. During the six months ended June 30, 2022, we incurred approximately $122,000 in operating lease costs, of which $62,000 is included in cost of revenue and $60,000 is included in operating expenses in our condensed consolidated statements of operations.

Litigation

We are not party to any legal proceedings as of June 30, 2023. We are occasionally involved in legal proceedings in the ordinary course of business, including actions against us which assert or may assert claims or seek to impose fines and penalties in substantial amounts. Related legal defense costs are expensed as incurred.

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Warranties

We establish reserves for future product warranty costs that are expected to be incurred pursuant to specific warranty provisions with our customers. We generally warrant our products against defects for one year from date of shipment, with certain exceptions in which the warranty period can extend to more than one year based on contractual agreements. Our warranty reserves are established at the time of sale and are updated throughout the warranty period based upon numerous factors including historical warranty return rates and claim costs over various warranty periods. Historically, our warranty returns have not been material.

Intellectual Property Indemnities

We indemnify certain customers and our contract manufacturers against liability arising from third-party claims of intellectual property rights infringement related to our products. These indemnities appear in development and supply agreements with our customers as well as manufacturing service agreements with our contract manufacturers, are not limited in amount or duration and generally survive the expiration of the contract. Given that the amount of any potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, we are unable to determine the maximum amount of losses that we could incur related to such indemnifications.

Director and Officer Indemnities and Contractual Guarantees

Pursuant to our bylaws, we will indemnify our directors and executive officers to the fullest extent permitted by Nevada law, without limitation as to amount or duration, in the event of any actual or threatened lawsuit or proceeding. Certain costs incurred in connection with such indemnifications may be recovered under certain circumstances under various insurance policies. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit or proceeding has been threatened or filed, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities.

We have also entered into an employment agreement with Steven N. Bronson, our Chairman of the Board, President and Chief Executive Officer. This agreement contains certain severance and change in control obligations. Under the agreement, if Mr. Bronson’s employment is terminated due to his death or disability (as such terms are defined in the agreement), Mr. Bronson or his beneficiaries will be entitled to receive: (i) his base compensation to the end of the monthly pay period immediately following the date of termination; (ii) accrued bonus payments; and (iii) immediate and full vesting of all unvested equity and/or options issued by the Company. If Mr. Bronson’s employment is terminated by him for good reason (as such term is defined in the agreement), or by us without cause, then Mr. Bronson will be entitled to receive: (i) his base compensation to the date of termination; (ii) a severance payment equal to twelve months of his base compensation; (iii) any earned bonus compensation; (iv) employee benefits for twelve months following the date of termination; (v) any vested company match 401(k) or other retirement contribution; and (vi) immediate and full vesting of all unvested equity and/or options issued by the Company.

In the event of a change in control of the Company (as such term is defined in the agreement), Mr. Bronson is entitled to receive: (i) a change in control payment in an amount equal to twelve months of his base compensation, payable as of the date the change in control occurs; and (ii) immediate and full vesting of all unvested equity and/or options issued by the Company.

Guarantees and Indemnities

In the normal course of business, we are occasionally required to undertake indemnification for which we may be required to make future payments under specific circumstances. We review our exposure under such obligations no less than annually, or more frequently as required. The amount of any potential liabilities related to such obligations cannot be accurately determined until a formal claim is filed. Historically, any such amounts that become payable have not had a material negative effect our business, financial condition or results of operations. We maintain general and product liability insurance which may provide a source of recovery to us in the event of an indemnification claim.

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

This Quarterly Report on Form 10-Q contains 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. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These forward-looking statements speak only as of the date of this Form 10-Q and are subject to uncertainties, assumptions and business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements as a result of the factors set forth below in Part II, Item 1A, “Risk Factors,” and in our other reports filed with the Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Form 10-Q to conform these statements to actual results or to changes in our expectations, except as required by law.

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

Overview

We operate in two principal sensor technology divisions: force/touch sensors, and gas sensors. Our Force-Sensing Resistor (FSR®) and related technologies, including membrane keypads, graphic overlays and printed electronics, are used extensively in human-machine interface (“HMI”) devices, while our gas sensors and instruments are used in environmental and air quality monitoring across a broad range of applications. We design, develop, manufacture and sell a range of technologies that incorporate our proprietary materials technology, firmware and software into a portfolio of standard products and custom solutions.

Force/Touch Sensors

HMI and Force-Sensing Technology. Our HMI and force-sensing technology is used in sensor components, subassemblies, modules and products that support effective, efficient cursor control and novel three-dimensional user inputs and is deployed in a wide range of markets, including consumer electronics, automotive, industrial, and medical. The application of our HMI technology platforms includes vehicle entry, vehicle multi-media control interface, rugged touch controls, presence detection, collision detection, speed and torque controls, pressure mapping, biological monitoring and others. Interlink has been a leader in the printed electronics industry for over 38 years with the commercialization of our patented FSR® technology that has enabled rugged and reliable HMI solutions. Our solutions have focused on handheld user input, menu navigation, cursor control, and other intuitive interface technologies for the world’s top electronics manufacturers.

Membrane Keypads, Graphic Overlays and Printed Electronics. Through our acquisition in March 2023 of Calman Technology Limited, we offer membrane keypads, graphic overlays and printed electronics for use in fields such as medical devices and defense systems.

Gas-Sensing Technology

Through our acquisition in December 2022 of the business assets of SPEC Sensors, LLC and KWJ Engineering, Inc., early pioneers in miniaturized, low-cost gas-sensing technologies, we also offer electrochemical gas-sensing technology products and solutions for industry, community, health and home, with uses in fields such as carbon monoxide and ozone detection and air quality monitoring.

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We sell our products and solutions globally to a diverse array of customers that include the Fortune 500 as well as start-ups, design houses, original design manufacturers, OEMs and universities. Our customers are some of the world’s largest companies and most recognizable brands. Our technology has been deployed in the consumer electronics, industrial automation, automotive, medical, defense and environmental monitoring markets. Our global presence in the United States, China, United Kingdom, Hong Kong, Singapore and Japan allows us to provide local sales and engineering support services to our existing and future customers. We manufacture our products in a state-of-the-art facility in Shenzhen, China, and in our advanced and proprietary facilities in Newark, California and Irvine, Scotland. We control 100% of the manufacturing and shipping process which enables us to respond quickly to customer product demand and design requirements.

We have invested significantly in the expansion of our technology platforms through our own internal development to ensure we provide the market with leading-edge solutions that are seamless to deploy and perform flawlessly. Having built a research and development (R&D) organization in Singapore to develop new product offerings that will meet the market’s growing demand for touch technology and smart surfaces, in 2020 we made the strategic decision to relocate a majority of R&D and product development efforts to Camarillo, California, where we have established a Global Product Development and Materials Science Center. Combined with the advanced and proprietary facilities in Silicon Valley and Scotland that were acquired in connection with the SPEC/KWJ and Calman transactions, we believe this will allow us to grow our business and be more closely aligned with current and future large-tier customers. We also plan to explore potential strategic relationships with companies and technology institutes that will support our growth initiatives.

We were incorporated in California in 1985. In 1996, we re-incorporated into a Delaware corporation and, in 2012, we again changed our domicile from Delaware to Nevada by completing a merger with a newly formed Nevada corporation named Interlink Electronics, Inc. Our principal executive office is located at 15707 Rockfield Boulevard, Suite 105, Irvine, California 92618 and our telephone number is (805) 484-8855. Our website address is www.interlinkelectronics.com. We make available our annual financial statements, quarterly financial statements, and other significant reports and amendments to such reports, free of charge, on our website as soon as reasonably practicable after such reports are prepared.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statements presentation, financial condition, results of operations, and cash flows will be affected.

A description of our critical accounting policies that represent the more significant judgments and estimates used in the preparation of our financial statements was provided in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2023. There have been no changes to our critical accounting policies and estimates described in the Form 10-K that have had a material impact on our condensed consolidated financial statements and related notes.

Recently Issued and Adopted Accounting Pronouncements

We reviewed all recently issued accounting pronouncements and concluded they are all not applicable or not expected to be material to our financial statements.

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Results of Operations

The following table sets forth certain unaudited condensed consolidated statements of operations data for the periods indicated. The percentages in the table are based on net revenues.


	Three Months Ended June 30,								Six Months Ended June 30,
	2023				2022				2023				2022
	$		%		$		%		$		%		$		%

	(in thousands, except percentages)
Revenue, net	$	4,049	100.0	%	$	2,040	100.0	%	$	7,327	100.0	%	$	4,031	100.0	%
Cost of revenue		1,988	49.1	%		1,088	53.3	%		3,679	50.2	%		1,838	45.6	%
Gross profit		2,061	50.9	%		952	46.7	%		3,648	49.8	%		2,193	54.4	%
Operating expenses:
Engineering, research and development		650	16.1	%		330	16.2	%		1,177	16.1	%		593	14.7	%
Selling, general and administrative		1,005	24.8	%		773	37.9	%		2,238	30.5	%		1,733	43.0	%
Total operating expenses		1,655	40.9	%		1,103	54.1	%		3,415	46.6	%		2,326	57.7	%
Income (loss) from operations		406	10.0	%		(151)	(7.4)	%		233	3.2	%		(133)	(3.3)	%
Other income (expense):
Other income (expense), net		64	1.6	%		342	16.8	%		128	1.7	%		497	12.3	%
Income (loss) before income taxes		470	11.6	%		191	9.4	%		361	4.9	%		364	9.0	%
Income tax expense (benefit)		89	2.2	%		79	3.9	%		171	2.3	%		110	2.7	%
Net income (loss)	$	381	9.4	%	$	112	5.5	%	$	190	2.6	%	$	254	6.3	%

Comparison of Three Months Ended June 30, 2023 and 2022

Revenue, net by the markets we serve is as follows:


	Three Months Ended June 30,
	2023				2022
			% of				% of
	Amount		Revenue		Amount		Revenue		$ Change		% Change

	(in thousands, except percentages)
Industrial	$	1,227	30.3	%	$	967	47.4	%	$	260	26.9	%
Medical		1,690	41.7	%		541	26.5	%		1,149	212.4	%
Consumer		66	1.6	%		186	9.1	%		(120)	(64.5)	%
Automotive		—	—	%		11	0.5	%		(11)	(100.0)	%
Standard		1,066	26.3	%		335	16.4	%		731	218.2	%
Revenue, net	$	4,049	100.0	%	$	2,040	100.0	%	$	2,009	98.5	%

We sell our custom products into the industrial, medical, consumer and automotive markets. We sell our standard products through various distribution networks. The ultimate customer for standard products may come from different markets which are often unknown to us at the time of sale. Each market has different product design cycles. Products with longer design cycles often have much longer product life-cycles. Products for the industrial, medical and automotive markets generally have longer design and life-cycles than consumer products. We currently have products with life-cycles that have exceeded twenty years and are ongoing.

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Revenues were up in the three months ended June 30, 2023 compared to the same quarter in 2022 in the industrial and medical markets, and for our standard products, and were down in the consumer and automotive markets. The increase in revenue from our industrial market customers is due to increased shipments to these customers for use in their ongoing product lines resulting from increased demand by their customers, and also due to sales to new industrial market customers resulting from our acquisitions of SPEC/KWJ and Calman. The increase in revenue from our medical market customers is primarily due to a continued increase in orders from and shipments to our largest medical customer, whose purchasing volume has increased as demand for installations of their products in hospital settings has continued to increase following the COVID-19 pandemic, and also due to sales to new medical market customers resulting from our acquisitions of SPEC/KWJ and Calman. The increase in revenue for our standard products is primarily due to the addition of new customers resulting from our acquisitions of SPEC/KWJ and Calman. In all markets, the timing of orders from our customers is not always predictable and can be concentrated in varying periods during the year to coincide with their demand and production plans.


	Three Months Ended June 30,
	2023				2022
			% of				% of
	Amount		Revenue		Amount		Revenue		$ Change		% Change

	(in thousands, except percentages)
Gross profit	$	2,061	50.9	%	$	952	46.7	%	$	1,109	116.5	%

Our gross profit and gross margin percentage are impacted by various factors including product mix, customer mix, sales volume, and fluctuations in our cost of revenues, which are comprised of material costs, direct and indirect production labor costs, warehousing and logistics costs, facilities costs, and other costs related to production activities. Gross profit and gross margin percentage during the three months ended June 30, 2023 were up compared to the three months ended June 30, 2022 due primarily to higher revenues (resulting in large part from our acquisitions of SPEC/KWJ and Calman), lower materials and components costs on certain orders, and favorable changes in product and customer mix.


	Three Months Ended June 30,
	2023				2022
			% of				% of
	Amount		Revenue		Amount		Revenue		$ Change		% Change

	(in thousands, except percentages)
Engineering, research and development	$	650	16.1	%	$	330	16.2	%	$	320	97.0	%

Engineering and R&D expenses consist primarily of compensation expenses for employees engaged in research, design and product development activities, and the cost of those employees’ indirect supplies and allocation of facilities expenses. Our R&D team focuses both on internal design development in order to develop our standard sensor solutions, as well as custom design development aimed at addressing our customers’ unique design challenges. Engineering and R&D costs for the three months ended June 30, 2023 were up compared to the three months ended June 30, 2022 in absolute amounts but approximately the same as a percentage of revenue; the increase was due to increased engineering employee headcount following our acquisition of SPEC/KWJ in December 2022, approximately $82,000 of non-cash amortization expense on intangible assets acquired in the SPEC/KWJ acquisition in the current year period, and increased prototyping and product-development activities this year as compared to the prior year.


	Three Months Ended June 30,
	2023				2022
			% of				% of
	Amount		Revenue		Amount		Revenue		$ Change		% Change

	(in thousands, except percentages)
Selling, general and administrative	$	1,005	24.8	%	$	773	37.9	%	$	232	30.0	%

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Selling, general and administrative expenses consist primarily of compensation expenses for employees in the sales, marketing, finance and executive functions, legal and other professional fees, communication expenses and facilities costs. Selling, general and administrative expenses for the three months ended June 30, 2023 were up compared to the three months ended June 30, 2022 due to increased employee headcount following our acquisitions of SPEC/KWJ in December 2022 and Calman in March 2023, and increased legal and other professional fees.


	Three Months Ended June 30,
	2023				2022
			% of				% of
	Amount		Revenue		Amount		Revenue		$ Change		% Change

	(in thousands, except percentages)
Other income (expense), net	$	64	1.6	%	$	342	16.8	%	$	(278)	(81.3)	%

Other income (expense), net consists of non-operating income and expenses, such as gains and losses on marketable securities, foreign currency transaction gains and losses, interest income and expense, and other non-operating income and expenses. Other income (expense), net for the three months ended June 30, 2023 was comprised of $27,000 of foreign currency transaction gains, $31,000 of interest income, and $6,000 of other non-operating income, while other income (expense), net for the three months ended June 30, 2022 was comprised of $225,000 of gains on marketable securities, and $117,000 of foreign currency transaction gains.


	Three Months Ended June 30,
	2023				2022
											Change
			% of				% of				in % of
			Pre-tax				Pre-tax				Pre-tax
	Amount		Income		Amount		Income		$ Change		Income

	(in thousands, except percentages)
Income tax expense	$	89	18.9	%	$	79	41.4	%	$	10	(22.4)	%

Income tax expense reflects statutory tax rates in the jurisdictions in which we operate, adjusted for permanent book/tax differences. Our effective tax rate is directly affected by the relative proportions of earnings and losses in the jurisdictions in which we operate, including our current limitation on realizing tax benefits on domestic losses due to the valuation allowance on our domestic net operating loss carryforward. Based on the expected mix of domestic and foreign earnings and losses, we anticipate our effective tax rate to generally remain higher than the U.S. statutory rate of 21% primarily due to a significant portion of our consolidating earnings being recorded in the jurisdictions of China (25% tax rate) and the United Kingdom (25% tax rate), and to a lesser extent in Singapore (17% tax rate), and Hong Kong (21% tax rate), while our domestic losses do not benefit our effective tax rate due to the valuation allowance. State income taxes also have an impact in the U.S.

Discrete tax events may cause our effective rate to fluctuate on a quarterly basis. Certain events, including, for example, acquisitions and other business changes, which are difficult to predict, may also cause our effective tax rate to fluctuate. We are subject to changing tax laws, regulations, and interpretations in multiple jurisdictions. Corporate tax reform continues to be a priority in the U.S. and other jurisdictions. Additional changes to the tax system in the U.S. could have significant effects, positive and negative, on our effective tax rate, and on our deferred tax assets and liabilities.

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Comparison of Six Months Ended June 30, 2023 and 2022

Revenue, net by the markets we serve is as follows:


	Six Months Ended June 30,
	2023				2022
			% of				% of
	Amount		Revenue		Amount		Revenue		$ Change		% Change

	(in thousands, except percentages)
Industrial	$	2,185	29.8	%	$	1,583	39.3	%	$	602	38.0	%
Medical		3,040	41.5	%		1,326	32.9	%		1,714	129.3	%
Consumer		294	4.0	%		456	11.3	%		(162)	(35.5)	%
Automotive		—	—	%		14	0.3	%		(14)	(100.0)	%
Standard		1,808	24.7	%		652	16.2	%		1,156	177.3	%
Revenue, net	$	7,327	100.0	%	$	4,031	100.0	%	$	3,296	81.8	%

Revenues were up in the six months ended June 30, 2023 compared to the first half of 2022 in the industrial, and medical markets, and for our standard products, and were down in the consumer and automotive markets. The increase in revenue from our industrial market customers is due to increased shipments to these customers for use in their ongoing product lines resulting from increased demand by their customers, and also due to sales to new industrial market customers resulting from our acquisitions of SPEC/KWJ and Calman. The increase in revenue from our medical market customers is primarily due to a continued increase in orders from and shipments to our largest medical customer, whose purchasing volume has increased as demand for installations of their products in hospital settings has continued to increase following the COVID-19 pandemic, and also due to sales to new medical market customers resulting from our acquisitions of SPEC/KWJ and Calman. The increase in revenue for our standard products is primarily due to the addition of new customers resulting from our acquisitions of SPEC/KWJ and Calman. In all markets, the timing of orders from our customers is not always predictable and can be concentrated in varying periods during the year to coincide with their demand and production plans.


	Six Months Ended June 30,
	2023				2022
			% of				% of
	Amount		Revenue		Amount		Revenue		$ Change		% Change

	(in thousands, except percentages)
Gross profit	$	3,648	49.8	%	$	2,193	54.4	%	$	1,455	66.3	%

Gross profit during the six months ended June 30, 2023 was up compared to the six months ended June 30, 2022 due to higher revenues (resulting in large part from our acquisitions of SPEC/KWJ and Calman), while gross margin percentage was down due to higher materials and components costs on certain orders and unfavorable changes in product and customer mix.


	Six Months Ended June 30,
	2023				2022
			% of				% of
	Amount		Revenue		Amount		Revenue		$ Change		% Change

	(in thousands, except percentages)
Engineering, research and development	$	1,177	16.1	%	$	593	14.7	%	$	584	98.5	%

Engineering and R&D costs for the six months ended June 30, 2023 were up compared to the six months ended June 30, 2022 due to increased engineering employee headcount following our acquisition of SPEC/KWJ in December 2022, approximately $82,000 of non-cash amortization expense on intangible assets acquired in the SPEC/KWJ acquisition in the current year period, and increased prototyping and product-development activities this year as compared to the prior year.


	Six Months Ended June 30,
	2023				2022
			% of				% of
	Amount		Revenue		Amount		Revenue		$ Change		% Change

	(in thousands, except percentages)
Selling, general and administrative	$	2,238	30.5	%	$	1,733	43.0	%	$	505	29.1	%

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Selling, general and administrative expenses for the six months ended June 30, 2023 were up compared to the six months ended June 30, 2022 due to increased employee headcount following our acquisitions of SPEC/KWJ in December 2022 and Calman in March 2023, and increased legal and other professional fees.


	Six Months Ended June 30,
	2023				2022
			% of				% of
	Amount		Revenue		Amount		Revenue		$ Change		% Change

	(in thousands, except percentages)
Other income (expense), net	$	128	1.7	%	$	497	12.3	%	$	(369)	(74.2)	%

Other income (expense), net for the six months ended June 30, 2023 was comprised of $24,000 of foreign currency transaction gains, and $98,000 of interest income, and $6,000 of other non-operating income, while other income (expense), net for the six months ended June 30, 2022 was comprised of $381,000 of gains on marketable securities, $115,000 of foreign currency transaction gains, and $1,000 of other non-operating income.


	Six Months Ended June 30,
	2023				2022						Change
			% of				% of				in % of
			Pre-tax				Pre-tax				Pre-tax
	Amount		Income		Amount		Income		$ Change		Income

	(in thousands, except percentages)
Income tax expense	$	171	47.4	%	$	110	30.2	%	$	61	17.1	%

Liquidity and Capital Resources

Cash requirements for working capital and capital expenditures have been funded from cash balances on hand, cash generated from operations, and sales of equity securities. As of June 30, 2023, we had cash and cash equivalents of $5.1 million, working capital of $8.3 million and no indebtedness. Cash and cash equivalents consist of cash and money market funds. Of our $5.1 million of cash, $1.3 million was held by foreign subsidiaries. If these funds are needed for our operations in the U.S., we have several methods to repatriate without significant tax effects, including repayment of intercompany loans or distributions of previously taxed income. Other distributions may require us to incur U.S. or foreign taxes to repatriate these funds.

We have outstanding 200,000 shares of our 8.0% Series A Convertible Preferred Stock (the “Preferred Stock”) that have an aggregate liquidation preference of $5.0 million. We pay, when, as and if declared by our board of directors, monthly cumulative cash dividends on the Preferred Stock at an annual rate of 8.0%; this is equivalent to $0.16667 per month and $2.00 per annum per share, based on a per share liquidation preference of $25.00. Dividends on the Preferred Stock are payable monthly in arrears on the 15th day of each calendar month. Our board of directors has declared cash dividends on the Preferred Stock each month since the Preferred Stock was issued in October 2021, and we expect that the board will continue to declare, and we will continue to pay, cash dividends on the Preferred Stock each month while the Preferred Stock is outstanding, subject to applicable limitations under Nevada law.

We believe that our existing cash and cash equivalents balance will be sufficient to maintain our current operations considering our current financial condition, obligations, and other expected cash flows. If our circumstances change, however, we may require additional cash. If we require additional cash, we may attempt to raise additional capital through equity, equity-linked or debt financing arrangements. If we raise additional funds by issuing equity or equity-linked securities, the ownership of our existing stockholders will be diluted. If we raise additional financing by the incurrence of indebtedness, we could be subject to fixed payment obligations and could also be subject to restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business. If we are unable to raise additional needed funds, we may also take measures to reduce expenses to offset any shortfall.

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Cash Flow Analysis

Our cash flows from operating, investing and financing activities are summarized as follows:


	Six Months Ended
	June 30,
	2023		2022

	(in thousands)
Net cash provided by (used in) operating activities	$	(245)	$	28
Net cash (used in) investing activities		(4,310)		(6,036)
Net cash (used in) financing activities		(377)		(200)

Net Cash Provided By (Used In) Operating Activities

For the six months ended June 30, 2023, the $245,000 of cash used in operating activities was attributable to net income of $190,000, adjusted for non-cash charges of $194,000 and offset by cash used in changes in operating assets and liabilities of $629,000.

Accounts receivable increased from $1.2 million at December 31, 2022 to $2.1 million at June 30, 2023 due to higher shipments during the second quarter of 2023 compared to the second quarter of 2022, and the addition of accounts receivable from our March 2023 acquisition of Calman. Many of our customers pay promptly and accounts receivable are generally related to the most recent shipments. Inventories increased from $2.1 million at December 31, 2022 to $2.9 million at June 30, 2023. Inventory balances fluctuate depending on the timing of materials purchases and product shipments, and also increased due to our March 2023 acquisition of Calman. Prepaid expenses and other current assets decreased from $321,000 at December 31, 2022 to $252,000 at June 30, 2023 due primarily to the receipt of the amount collected from the SPEC/KWJ acquisition escrow resulting from the reduction in the purchase price upon finalization of their closing-date working capital. Accounts payable and accrued liabilities increased from $841,000 at December 31, 2022 to $1,566,000 at June 30, 2023, primarily due to purchase consideration that remains payable to the prior owners of Calman, and also due to the timing of payment for purchases of materials, compensation accruals, and other outside services, and to the addition of Calman’s accounts payable and accrued liabilities to our consolidated balances.

For the six months ended June 30, 2022, the $28,000 of cash provided by operating activities was attributable to net income of $254,000, adjusted for non-cash charges of $126,000 and unrealized gains on marketable securities of $381,000 and cash provided by changes in operating assets and liabilities of $29,000.

Net Cash Used In Investing Activities

Net cash used in investing activities of $4.3 million for the six months ended June 30, 2023 consisted of $4.3 million used to acquire the equity interests of Calman (which is net of $1.6 million of cash acquired), and a minor amount of purchases of property, plant, and equipment. Net cash used in investing activities of $6.0 million for the six months ended June 30, 2022 consisted of purchases of $6.0 million of marketable securities and $9,000 of property, plant, and equipment.

Net Used In Financing Activities

Net cash used in financing activities of $377,000 for the six months ended June 30, 2023 consisted of $177,000 used for repurchases of 19,403 shares of common stock and $200,000 used for payments of dividends on our Preferred Stock. Net cash used in financing activities of $200,000 for the six months ended June 30, 2022 was for payments of dividends on our Preferred Stock.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The phrase “disclosure controls and procedures” refers to controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission, or SEC. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer, or CEO, and chief financial officer, or CFO, as appropriate to allow timely decision regarding required disclosure.

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of June 30, 2023, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO had concluded that as of June 30, 2023, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There was no change in our internal control over financial reporting during the period ended June 30, 2023 that materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

The Company’s internal control over financial reporting includes policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Our management, including our CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. In addition, the design of any system of controls is based in part on certain assumptions about the likelihood of future events, and controls may become inadequate if conditions change. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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PART II: OTHER INFORMATION

Item 1A. Risk Factors

This Quarterly Report on Form 10-Q contains forward-looking statements, which are subject to a variety of risks and uncertainties. Other actual results could differ materially from those anticipated in those forward-looking statements as a result of various factors, including those set forth in the risk factors relating to our business and common stock contained in Item 1A of our Annual Report on Form 10-K filed with the SEC on March 29, 2023. There have been no material changes to such risk factors during the three months ended June 30, 2023.

Item 6. Exhibits

Exhibit

Incorporated by Reference

Filed

Number

Exhibit Description

Form

File Number

Exhibit

Filing Date

Herewith

3.1

Articles of Incorporation of the Registrant

000-21858

3.1

February 17, 2016

3.2

Certificate of Designations of Series A Preferred Stock

8-K

001-37659

3.1

October 25, 2021

3.3

Bylaws of the Registrant

000-21858

3.2

February 17, 2016

3.4

Amendment to Bylaws of the Registrant

000-21858

3.3

February 17, 2016

31.1

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

The cover page from Interlink Electronics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.

*The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Interlink Electronics, Inc. under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 10, 2023	Interlink Electronics, Inc.
	(Registrant)

	By:	/s/ Ryan J. Hoffman
		Ryan J. Hoffman
		Chief Financial Officer
		(Principal Financial and Accounting Officer)