SOCKET MOBILE, INC. - Quarter Report: 2001 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2001
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TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ____________ to ____________ |
Commission file number 1-13810
SOCKET COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
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37400 Central Court, Newark, CA 94560
(Address of principal executive offices including zip code)
(510) 744-2700
(Registrant's telephone number, including area code)
Indicate by checkmark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES[X] NO[ ]
Number of shares of Common Stock ($0.001 par value) outstanding as of April 23, 2001 was 23,448,893 shares.
INDEX
PART I. Financial information
Item 1. Consolidated Financial Statements:
Condensed Consolidated Balance Sheets - March 31, 2001 and December 31, 2000
Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2001 and 2000
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2001 and 2000
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 6. Exhibits and Reports on Form 8-K
PART I. FINANCIAL INFORMATION
SOCKET COMMUNICATIONS, INC. |
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(Unaudited) |
December 31, 2000* |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ 6,104,349 |
$ 7,422,104 |
Accounts receivable, net |
2,085,495 |
2,693,822 |
Inventories |
2,529,101 |
1,980,021 |
Prepaid expenses |
165,761 |
181,023 |
Total current assets |
10,884,706 |
12,276,970 |
Property and equipment: |
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Machinery and office equipment |
1,185,066 |
1,127,965 |
Computer equipment |
596,460 |
578,408 |
Total property and equipment |
1,781,526 |
1,706,373 |
Accumulated depreciation |
(1,127,232) |
(1,031,624) |
Total property and equipment net of depreciation |
654,294 |
674,749 |
Goodwill and other intangibles, net |
10,279,926
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10,700,856
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Other assets |
335,631 |
269,220 |
Total assets |
$ 22,154,557 |
$ 23,921,795 |
LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ 2,389,843 |
$ 3,015,996 |
Accrued payroll and related expenses |
679,229 |
517,052 |
Deferred revenue |
997,567 |
1,046,804 |
Current portion of capital leases and equipment financing notes |
18,353
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16,679
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Total current liabilities |
4,084,992 |
4,596,531 |
Long term portion of capital leases and equipment financing notes |
52,051
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57,776
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Commitments and contingencies |
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Stockholders' equity: |
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Common stock, $0.001 par value: Authorized shares - 50,000,000
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23,447 |
22,746 |
Additional paid-in capital |
42,587,201 |
42,108,460 |
Accumulated deficit |
(24,593,134) |
(22,863,718) |
Total stockholders' equity |
18,017,514 |
19,267,488 |
Total liabilities and stockholders' equity |
$ 22,154,557 |
$ 23,921,795 |
_________________________ |
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*Derived from audited financial statements. |
SOCKET COMMUNICATIONS, INC. |
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Three Months Ended March 31, |
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2001 |
2000 |
Revenues |
$ 2,926,559 |
$ 2,003,800 |
Cost of revenue |
1,372,104 |
832,302 |
Gross profit |
1,554,455 |
1,171,498 |
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Operating expenses: |
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Research and development |
994,493 |
479,237 |
Sales and marketing |
1,390,271 |
737,346 |
General and administrative |
533,389 |
343,935 |
Amortization of deferred compensation
related to |
11,491 |
87,767 |
Amortization of goodwill and intangibles |
420,930
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--
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Total operating expenses |
3,350,574 |
1,648,285 |
Operating loss |
(1,796,119) |
(476,787) |
Interest income and other, net |
70,949 |
63,735 |
Interest expense |
(4,246) |
(702) |
Net loss |
(1,729,416) |
(413,754) |
Preferred stock dividend |
-- |
(13,318) |
Net loss applicable to common Stockholders |
$ (1,729,416) |
$ (427,072) |
Basic and diluted net loss per share applicable to common stockholders |
$ (0.07) |
$ (0.02) |
Weighted average shares outstanding |
23,211,249 |
17,663,019 |
SOCKET COMMUNICATIONS, INC. |
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Three Months Ended March 31, |
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2001 |
2000 |
Operating activities |
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Net loss |
$ (1,729,416) |
$ (413,754) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
95,608 |
47,163 |
Charges for stock option grants and warrants |
11,491 |
87,767 |
Amortization of goodwill and intangibles |
420,930
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--
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Changes in operating assets and liabilities: |
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Accounts receivable |
608,327 |
211,581 |
Inventories |
(549,080) |
(51,253) |
Prepaid expenses |
15,262 |
(116,186) |
Other assets |
(66,411) |
(16,158) |
Accounts payable and accrued expenses |
(626,153) |
90,149 |
Accrued payroll and related expenses |
162,177 |
44,101 |
Deferred revenue |
(49,237) |
17,513 |
Net cash used in operating activities |
(1,706,502) |
(99,077) |
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Investing activities |
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Purchase of equipment |
(75,153) |
(123,736) |
Net cash used in investing activities |
(75,153) |
(123,736) |
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Financing activities |
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Proceeds from public and other warrant exercises |
-- |
3,328,934 |
Proceeds from stock option exercises |
467,951 |
221,322 |
Proceeds from sale of common stock |
--
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517,349
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Payments on capital leases and equipment financing notes |
(4,051) |
-- |
Net cash provided by financing activities |
463,900 |
4,067,605 |
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Net increase (decrease) in cash and cash equivalents |
(1,317,755) |
3,844,792 |
Cash and cash equivalents at beginning of period |
7,422,104 |
4,284,670 |
Cash and cash equivalents at end of period |
$ 6,104,349 |
$ 8,129,462 |
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Supplemental cash flow information |
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Cash paid for interest |
$ 4,246 |
$ 702 |
Dividends accrued, paid/payable in common stock |
-- |
$ 13,318 |
Series B preferred stock converted to common stock |
-- |
$ 215,472 |
Series C preferred stock converted to common stock |
-- |
$ 311,919 |
SOCKET COMMUNICATIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - Basis of Presentation
The accompanying financial statements of Socket Communications, Inc. and its wholly owned subsidiaries (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for fair presentation have been included.
NOTE 2 - Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates, and such differences may be material to the financial statements.
Given the volatility of the markets in which the Company participates, the Company makes adjustments to the value of inventory based on estimates of potentially excess and obsolete inventory after considering forecasted demand and forecasted average selling prices. However, forecasts are subject to revisions, cancellations, and rescheduling. Actual demand will inevitably differ from such anticipated demand, and such differences may have a material effect on the financial statements.
NOTE 3 - Inventories
Inventories consist principally of raw materials and sub-assemblies, which are stated at the lower of cost (first-in, first-out) or market.
March 31, |
December 31, |
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Raw materials and sub-assemblies |
$ 2,422,207 |
$ 1,914,749 |
Finished goods |
106,894 |
65,272 |
Total |
$ 2,529,101 |
$ 1,980,021 |
NOTE 4 - Income Taxes
Due to the Company's loss position, there was no provision for income taxes for the three months ended March 31, 2001 and 2000.
NOTE 5 - Net Loss Per Share and Net Loss Per Share Applicable to Common Stockholders
The Company calculates earnings per share in accordance with Financial Accounting Standards Board Statement No. 128, Earnings per Share.
The following table sets forth the computation of basic net loss per share:
Three Months Ended March 31, |
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2001 |
2000 |
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Numerator for basic: |
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Net Loss |
$ (1,729,416) |
$ (413,754) |
Preferred stock dividends |
-- |
(13,318) |
Net loss applicable to common stockholders |
$ (1,729,416) |
$ (427,072) |
Denominator: |
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Weighted average common shares outstanding used in computing basic and diluted net loss per share |
23,211,249 |
17,663,019 |
Basic and diluted net loss per share applicable to common stockholders |
$ (0.07) |
$ (0.02) |
The diluted net loss per share is equivalent to the basic net loss per share because the Company has experienced losses since inception and thus no potential common shares from the exercise of stock options, conversion of convertible preferred stock, or exercise of warrants have been included in the net loss per share calculation. Options and warrants to purchase 4,879,294 and 5,070,923 shares of common stock in the three months ended March 31, 2001 and 2000, respectively, have been omitted from the loss per share calculation as their effect is antidilutive.
NOTE 6 - Segment Information
The Company operates in one segment, connection solutions for mobile computers. The Company markets its products in the United States and foreign countries through its sales personnel and distributors. Information regarding geographic areas for the quarters ended March 31, 2001 and 2000 are as follows:
Three Months Ended March 31, |
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Revenues: |
2001 |
2000 |
United States |
$ 1,984,858 |
$ 1,489,012 |
Europe |
580,949 |
388,855 |
Asia and rest of world |
360,752 |
125,933 |
Total |
$ 2,926,559 |
$ 2,003,800 |
Export revenues are attributable to countries based on the location of the customers. The Company does not hold long-lived assets in foreign locations.
Major customers who accounted for at least 10% of total revenues were as follows:
Three Months Ended March 31, |
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2001 |
2000 |
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Ingram Micro |
27% |
26% |
Compaq Computer Corp. |
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14%
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Merisel |
* |
11% |
Tech Data |
11% |
* |
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(* Denotes less than 10%) |
SOCKET COMMUNICATIONS, INC.
This Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The
forward-looking statements involve risks and uncertainties, including, among other things,
the uncertainties associated with forecasting future revenues, costs and expenses. Our
actual results may differ materially from the results discussed in the forward-looking
statements. You are cautioned not to place undue reliance on the forward-looking statements,
which speak only as of the date of this report. Factors that might cause such a difference
include, but are not limited to, those discussed below and under "Risk Factors".
We assume no obligation to update such forward-looking statements or to update the reasons
why actual results could differ materially from those anticipated in such forward-looking
statements. You should read the following discussion in conjunction with the interim condensed
consolidated financial statements and notes included elsewhere in this report, and with
management's Discussion and Analysis of Financial Condition and Results of operations in
the Company's Annual Report on Form 10-KSB. Revenue We are a leading supplier of connectivity plug-in card products to the
handheld and notebook computing markets. Total revenue in the first quarter of 2001
was $2.9 million, an increase of 46% over revenue of $2.0 million in the first quarter
of 2000. Our core technologies are in transferring data into and out of Windows-powered mobile
computing devices through the PC Card or CompactFlash slots. Our products are designed to
achieve high data transfer speeds with low power consumption. Our peripheral connection
cards are designed to connect one or more peripheral devices such as a keyboard, monitor
or another computer, to a mobile computer. Our data collection cards are designed to
connect bar code scanners such as a bar code wand, scanning gun, or a bar code printer to a
mobile computer. Our digital phone cards are designed to connect a data-enabled mobile
phone to a mobile computer, providing access to email, to the Internet, or to corporate
intranets while mobile. Our Ethernet cards are designed to connect a mobile computer
to an Ethernet network. Our connection product strategy has been to create a broad family
of low-power connection products in PC card and in CompactFlash form factor, with standard
(removable cable) or ruggedized (fixed cable) designs that work with Windows-powered handheld
and notebook computers. Our legacy business, going back to 1993, is supplying PC card form factor Peripheral
Connection and Ethernet cards for notebook computers. In the first quarter of 2001, PC
card sales accounted for $1.4 million in revenue, or approximately 46% of our revenue,
compared to $1.5 million in revenue, or approximately 74% of our revenue in the first
quarter of 2000. In 1998, we developed CompactFlash form factor peripheral connection and Ethernet network
connection products for smaller handheld computing devices, primarily those using the Windows
CE operating system. We expanded this family in the second half of 1999 with the development
of an integrated bar code scanner ("In-Hand Scan Card") and Digital Phone Cards for
the North American CDMA and worldwide GSM telephone markets. In the first quarter of 2001,
CompactFlash connection products accounted for $1.2 million in revenue, or approximately 41%
of our revenue, compared to $500 thousand in revenue, or approximately 25% of our revenues in
the first quarter of 2000. The growth in our CompactFlash card sales during 2001 was primarily
in three product families: our CompactFlash bar code scanning connection cards accounted for
approximately $400 thousand in revenue; our Digital Phone Cards accounted for approximately $400
thousand in revenue, and our Ethernet network connection cards accounted for approximately $300
thousand in revenue. We attribute the growth in CompactFlash cards to growing consumer awareness
of these products and to growth in sales of Pocket PC handheld computers, which were introduced
in April of 2000. According to information published by International Data Corporation (December
2000), sales of Pocket PC and Windows CE devices increased from under 1.0 million units in 1999
to an estimated 1.9 million units in 2000 and are anticipated to increase to approximately 3.7
million units in 2001. The balance of our revenue in the first quarter of 2001 of $400 thousand related to funded
engineering services, sales of Bluetooth software developer kits, and sales of replacement cables,
compared to sales of $20 thousand, all relating to sales of replacement cables, in the first
quarter of 2000. We distribute our products primarily through third-party distribution channels. In the
United States, our largest distributor is Ingram Micro, which accounted for approximately 27%
and 26% of worldwide revenues in the first quarters of 2001 and 2000, respectively. We also
sell our products internationally through 35 distributors in 27 countries in Europe, Asia and
the Pacific Rim. Our distributors resell to computer retail stores, electronic products catalog
companies and value added resellers. During 2000, we also began selling our Digital Phone
Cards in the U.S. through mobile phone network carriers, principally Sprint PCS. Recognition
of revenue on shipments to distributors and the related cost of sales are deferred until such
distributors resell the products to their customers. Recognition of revenue on shipments to
customers other than distributors occurs generally at the time of shipment. We also sell our
products directly to selected large customers, particularly for custom products sold to
original equipment manufacturers. Revenue outlook for 2001 Current economic slowdown and temporary manufacturing shortages of Pocket PCs during
the first quarter of 2001 are expected to continue into at least the second quarter, with
additional supplies of Pocket PCs becoming available from the Pocket PC manufacturers during
the second quarter. Sales of Pocket PCs are a major driver of sales for our CompactFlash
connection cards. Accordingly, no significant growth is expected in the second quarter.
We continue to be optimistic about growth in the later half of fiscal 2001 due to a number
of anticipated developments including: growth in the available supply of Pocket PC's;
planned introduction of new products including Bluetooth CompactFlash connection cards
and combination input/output and memory cards; expansion of our markets with the introduction
of phone card products for the newest handheld units from Palm Inc. that have expansion options;
the broadening of our distribution channels into additional electronic retail store outlets with
the assistance of Targus Group International; and additional engineering revenue anticipated
from our offering embedded engineering services for new Bluetooth modules as our research and
development workload decreases. If any of these anticipated developments do not occur, our
revenue outlook will be adversely affected. Gross margins for the first quarter of 2001 were 53% compared to margins of 58% for
the first quarter of 2000, a decrease of 5% of revenue. Volume pricing discounts for higher
CompactFlash Card sales in the first quarter of 2001 resulted in an approximate 1% decline in
our overall product gross margins for the quarter compared to the same period one year ago.
Increased fixed manufacturing costs as we staffed for growth accounted for approximately 2%
of the decline, and a revenue mix shift which included engineering service revenues which
accounted for the remaining 2% of the decline. Gross Margin outlook for the balance of 2001. We expect the Company's CompactFlash
products to continue to drive revenue growth during 2001, with more sales qualifying for volume
purchase discounts. As our sales mix shifts toward higher volume sales, and increases in
lower-margin engineering services revenues, we expect our margins to continue to decline by
a few percentage points. We also expect to achieve cost reductions on our products from volume
manufacturing efficiencies and engineering improvements. We expect our pricing model during
2001 to maintain our margins at or above fifty percent. However, future unanticipated inventory
write-offs and write-downs and other factors could adversely impact our margin results. Research and development expense in the first quarter of 2001 was $1.0 million, an increase
of 108% over research and development expense of $500 thousand in the first quarter of 2000. This
increase was due primarily to the fact that our engineering resources in the first quarter of 2001
are approximately double our resources in the first quarter of 2000, primarily from our acquisition
of 3rd Rail in October 2000. The additional resources have enabled us to undertake three
major engineering development programs. The programs we have undertaken are: 58% of the increase in the first quarter 2001 research and development expense related to
costs of additional personnel. The balance of the increase related to costs of purchased software
and to higher occupancy and administrative support costs, partially offset by reductions in outside
services. Outlook for Research and Development Costs for the balance of 2001: We believe that we
have the resources we need to maintain our development programs during the balance of 2001.
Quarterly development expense is expected to moderately decline quarter over quarter from first
quarter 2001 levels beginning in the second half of the year as we complete major phases of our
development programs during the first half of 2001, complete planned purchases of software, and
as our engineers shift to providing customer-funded engineering and design services for embedded
Bluetooth modules where the costs are accounted for as costs of revenue. However, the higher
resource levels and development activities that commenced in the fourth quarter of 2000, although
expected to moderately decline quarter over quarter, are projected to result in higher quarterly
research and development expense during the balance of 2001 over the same periods in 2000. Sales and marketing expense for the first quarter of 2001 was $1.4 million, an increase of
89% compared to sales and marketing expense of $700 thousand in the first quarter of 2000. During
the first quarter of 2001, we nearly doubled the number of sales, marketing and customer service
personnel over the first quarter of 2000, allowing us to commit sales and marketing personnel to
each product family, and we added a Vice President of Sales midway through the first quarter of 2000.
Over 48% of the increase in expense during the first quarter of 2001 related to higher personnel
costs. We also expanded our advertising and increased our attendance at trade shows to reach new
markets for our newer products. Sales and Marketing expense outlook for the balance of 2001: Quarterly sales and
marketing expense is expected to moderately increase from first quarter 2001 levels to support our
growth. During the fourth quarter of 2000 and the first quarter of 2001, we expanded our
international sales and marketing presence in Europe, South America and Asia. We also expect
to continue to expand our participation at trade shows and to continue to moderately increase
our sales and marketing staff to support revenue growth and to respond to new product and market
opportunities created by our Bluetooth wireless products and Palm handheld products that are
expected to begin commercial shipments near the end of the second quarter of 2001. General and administrative expense for the first quarter of 2001 was $500 thousand, an
increase of 55% compared to general and administrative expense of $300 thousand in the first
quarter of 2000. Approximately 41% of this increase reflects increased personnel costs including
the appointment of Kevin Mills as CEO in late March 2000, replacing Charlie Bass who served from
April 1997 to March 2000 without cash remuneration, and from increases in the administrative support
staff. In July 2000, we were listed on the Nasdaq National Market System, and our expenses reflect
the higher fees associated with that listing along with higher audit costs during the first quarter
of 2001 associated with growth compared to the same period one year earlier. General and administrative expense outlook for the balance of 2001. We expect our quarterly
general and administrative expense to grow moderately in 2001 due to higher expenses associated with
growth including higher professional fees and increased insurance costs, however year over year quarterly
comparisons are expected to reflect less growth than in the first quarter as, beginning with the second
quarter, CEO compensation expense will have been recorded in both years. We also expect to moderately
increase our public relations activities in the second half of the year, anticipating increased investor
interest following release of our Bluetooth wireless products. In addition, our facilities lease is up
for renewal in October 2001 and we anticipate higher rent commencing on renewal. We reported stock-based compensation expense of $10 thousand in the first quarter of 2001
relating to the value of stock options vesting during the year that were held by consultants and
others that are not employees or members of the board of directors (limited to grants for services
solely in their capacity as a director) compared to stock-based compensation expense of $90 thousand
in the first quarter of 2000. The higher charges in 2000 were due to higher stock prices applied to
compensatory consultant stock options that vested during the period. A portion of the expense in 2000
is attributed to the change of status of Charlie Bass in late March 2001 from Chairman and CEO to
Chairman, which required us to reclassify a stock option grant he received relating to his services
as CEO from an employee grant (while CEO) to a non-employee grant subject to compensatory charges to
operations. Mr. Bass' grant was accelerated to fully vest during the third quarter of 2000 and no
additional charges relating to this grant were incurred in 2001. Outlook for the balance of 2001: We expect to incur a one-time charge in the second quarter
relating to acceleration of the vesting of stock options granted to one of our directors whose tenure
with the board is expiring. Charges relating to the vesting of remaining consultant options during 2001
are not expected to be significant. On October 5, 2000, the Company acquired 3rd Rail Engineering, an engineering services
firm specializing in embedded systems engineering design and integration services for Windows CE and other
operating system environments. The acquisition was valued at $11.3 million of which approximately $1.1
million was attributed to intangible intellectual property and approximately $10.0 million was attributed
to goodwill. This goodwill will be amortized ratably over 7 years. Other intangible assets will be
amortized over their estimated useful lives of 3 to 8 years. Amortization charges during the first
quarter of 2001 of $400 thousand represents the quarterly amortization of intangibles relating to the
acquisition of 3rd Rail. Outlook for 2001: Amortization of goodwill and intangible assets for the 3rd Rail
acquisition will continue during 2001 at a quarterly rate of $400 thousand. The net unamortized investment
balance is classified on the balance sheet as a noncurrent asset. Interest income reflects interest earned on cash balances. Interest income in the first quarter of
2001 of $70 thousand was comparable to interest income in the first quarter of 2000 of $60 thousand,
reflecting similar levels of cash on hand during each of the quarters. Interest expense in the first
quarter of 2001 related primarily to interest on equipment lease financing obligations assumed from
3rd Rail and was not significant. There were no provisions for Federal or state income taxes as the Company incurred net operating
losses in all periods. Preferred stock dividends in the first quarter of 2000 reflected dividends accrued at a rate of
8% per annum on unconverted Series B convertible preferred stock issued during the first quarter of
1998, on Series C convertible preferred stock issued during the first and second quarters of 1998,
and on Series D convertible preferred stock issued during the fourth quarter of 1998. Preferred
shares were convertible into common stock at the discretion of the holder. All preferred shares were
converted by the end of the third quarter of 2000, and no dividends were earned or accrued during
the first quarter of 2001. We have historically financed our operations through the sale of equity securities, equipment
financing, and revolving bank lines of credit. Since our inception we have raised over $42 million
in equity capital. We have incurred significant quarterly and annual operating losses in every fiscal
period since our inception, and we expect continue to incur quarterly operating losses at least through
the third quarter of 2001 and possibly longer. We have historically needed to raise capital to fund our
operating losses. Although we believe that we have sufficient cash to fund our operations during the
next twelve months, continuing use of cash in operations could make it necessary to raise additional
capital in the future and there are no assurances that such capital would be available on acceptable
terms, if at all. Cash used in operating activities was $1.7 million in the first quarter of 2001 compared to $100
thousand in the first quarter of 2000. The use of cash in 2001 resulted from financing our net loss
(as adjusted for non-cash charges that are included in the operating loss) of $1.2 million in the first
quarter of 2001 and $300 thousand in the first quarter of 2000, and from net working capital changes
requiring the use of cash in the amount of $500 thousand in the first quarter of 2001 and generating
cash in the amount of $200 thousand in the first quarter of 2000. Changes in working capital balances
in the first quarter of 2001 are primarily related to increases in inventories due to lower than
anticipated sales, and reductions in accounts payable partially offset by decreases in accounts
receivable. Changes in working capital balances in the first quarter of 2000 were due to decreases
in accounts receivable and increases in accounts payable and in other liability accounts, partially
offset by moderate increases in prepaid expenses and inventories. Cash used in investing activities was $80 thousand in the first quarter of 2001 compared to $120
thousand in the first quarter of 2000. Investing activities primarily reflect the cost of test
equipment, tooling costs for new products, and furniture, new computers and purchased software for
new employees. Cash provided by financing activities was $500 thousand in the first quarter of 2001 and $4.1
million during the first quarter of 2000. Financing activities in 2001 consisted primarily of
the exercise of employee stock options. Cash from financing activities in 2000 included $3.3
million from the exercise of warrants, $500 thousand from the sale of common stock and $200 thousand
from the exercise of employee stock options. Our cash balances as of March 31, 2001 were $6.1 million. We may seek additional funding in 2001
to fund our operations and to strengthen our working capital balances, which we would intend to
accomplish through the issuance of additional equity securities, through increased borrowings on
our bank lines as the levels of receivables permit, and through development funding from development
partners. At March 31, 2001 the amounts available under our $4.0 million bank lines of credit were
approximately $3.0 million. Risk Factors We have a history of operating losses and we cannot assure you that we will
achieve ongoing profitability We have incurred significant operating losses since our inception in 1992. We expect to
continue to incur quarterly operating losses at least through the first half of 2001 and possibly
longer. Profitability, if any, will depend upon: We have historically relied on our ability to raise equity capital to fund our operating
losses and working capital requirements Since our inception, we have issued more than $42 million in equity capital and at
March 31, 2001, we had an accumulated deficit of more than $24 million. Although we believe
that our cash balances as of March 31, 2001 of $6.1 million are adequate to fund our operations
during the next twelve months, continued losses could make it necessary for us to raise additional
capital in 2001 or in the future. We may not be able to raise additional capital on acceptable
terms, if at all. If we do, the additional capital may be on terms that are dilutive to existing
stockholders. If we are unable to raise sufficient capital, we may not be able to remain
competitive or continue our operations at present levels, or at all. We depend significantly on the market for mobile computers, particularly those that use
the Windows-powered operating system for handheld computers (formerly Windows CE) Substantially all of our products are designed for use in mobile computers, including
notebooks, handheld PCs, Palm-size PCs, tablet PCs, and H/PC Professionals (mini notebooks).
The market for mobile computers is characterized by rapidly changing technology, evolving
industry standards, frequent new product introductions and significant price competition.
These characteristics result in short product life cycles and regular reductions of average
selling prices over the life of a specific product. Accordingly, growth in demand for mobile
computers is uncertain. If such growth does not occur, demand for our products would be
reduced. Our ability to generate increased revenue depends significantly on the commercial success
of Windows-powered handheld devices, particularly the Pocket PC, and other devices such as the
new line of handhelds with expansion options announced by Palm. As a result, our future success
depends on factors outside of our control, including market acceptance of Pocket PC devices
generally and other factors affecting the commercial success of Pocket PCs devices, including
availability of critical components such as processors, changes in industry standards or the
introduction of new or competing technologies. For instance, our revenue for the first quarter
of fiscal 2001 fell below prior expectations because of delays in shipment of Pocket PC devices
by one of the Pocket PC manufacturers. Any delays in or failure of Pocket PC and other
Windows-powered devices or the new Palm devices to ship on schedule, or to achieve or maintain
market acceptance would reduce the number of potential customers of our products. Our ability to comply with industry standards is critical to our business We must continue to identify and ensure compliance with evolving industry standards to
remain competitive. For instance, to avoid being out of compliance with newly emerging SD
input/output standards, we are dependent upon approval of the standard for SD I/O cards by the
SD standards committee before we complete our development of such products. Unanticipated
changes in industry standards could render our products incompatible with products developed by
major hardware manufacturers and software developers. We could be required, as a result, to
invest significant time and resources to redesign our products to ensure compliance with relevant
standards. If our products are not in compliance with prevailing industry standards for a
significant period of time, we would miss opportunities to have our products specified as standards
for new hardware components designed by mobile computer manufacturers and OEMs. The failure to
achieve any such design win would result in the loss of any potential sales volume that could be
generated by such newly designed hardware component. We depend on alliances and other business relationships with a small number of third parties Our strategy is to establish strategic alliances and business relationships with leading
participants in various segments of the communications and mobile computer markets. In
accordance with this strategy, we have entered into alliances or relationships with Axis Communications,
Bell Mobility, Cambridge Silicon Radio, Compaq Computer Corporation, Hewlett-Packard Company, Hitachi,
Intermec, Microsoft, Palm, SanDisk Corporation, Sprint PCS, Symbol Technologies, Targus Group
International and Welch Allyn. Our success will depend not only on our continued relationships
with these parties, but also on our ability to enter into additional strategic arrangements with
new partners on commercially reasonable terms. We believe that, in particular, relationships
with application software developers are important in creating commercial uses for our products.
Any future relationships may require us to share control over our development, manufacturing and
marketing programs or to relinquish rights to certain versions of our technology. Also, our
strategic partners may revoke their commitment to our products or services at any time in the
future, or may develop their own competitive products or services. Also, the hardware or
software of such companies that is integrated into our products may contain defects or errors.
Accordingly, our strategic relationships may not result in sustained business alliances,
successful product or service offerings or the generation of significant revenues. Failure
of one or more of such alliances could result in delay or termination of product development
projects, reduction in market penetration, decreased ability to win new customers or loss of
confidence by current or potential customers. We have devoted significant research and development resources to design activities for
Windows-powered mobile products and, more recently, to design activities for products to work
with Palm devices, diverting financial and personnel resources from other development projects.
These design activities are not undertaken pursuant to any agreement under which Microsoft or Palm
are obligated to continue the collaboration or to support resulting products. Consequently,
Microsoft or Palm may terminate their collaborations with us for a variety of reasons including
our failure to meet agreed-upon standards or for reasons beyond our control, including changing
market conditions, increased competition, discontinued product lines and product obsolescence. The market for our products changes rapidly, and our success depends upon our ability to
develop new and enhanced products The market for our products is characterized by rapidly changing technology, evolving
industry standards and short product life cycles. Accordingly, to remain competitive we must: Given the emerging nature of the mobile computing products market, our products or technology
may be rendered obsolete by alternative technologies. Further, short product life cycles expose
our products to the risk of obsolescence and require frequent new product introductions. If we
fail to develop or obtain access to advanced mobile communications technologies as they become
available, or if we fail to develop and introduce competitive new products on a timely basis,
our future operating results will be adversely affected. Our products may contain undetected flaws and defects Although we perform testing prior to new product introductions, our hardware and software
products may contain undetected flaws, which may not be discovered until the products have been
used by customers. From time to time, we may temporarily suspend or delay shipments or divert
development resources from other projects to correct a particular product deficiency. Such
efforts to identify and correct errors and make design changes may be expensive and time
consuming. Failure to discover product deficiencies in the future could delay product
introductions or shipments, require us to recall previously shipped products to make design
modifications or cause unfavorable publicity, any of which could adversely affect our business. Our quarterly operating results may fluctuate in future periods and our
future results are difficult to predict because we typically have little order backlog We expect to experience quarterly fluctuations in operating results in the future. We
generally ship orders as received and as a result typically have little or no backlog. Quarterly
revenues and operating results therefore depend on the volume and timing of orders received
during the quarter, which are difficult to forecast. Historically, we have often recognized
a substantial portion of our revenues in the last month of the quarter. This subjects us to
the risk that even modest delays in orders adversely affect our quarterly operating results.
Our operating results may also fluctuate due to factors such as: Because we base our staffing and other operating expenses on anticipated revenue,
delays in the receipt of orders can cause significant variations in operating results
from quarter to quarter. As a result of any of the foregoing factors, our results of
operations in any given quarter may be below the expectations of public market analysts
or investors, in which case the market price of our common stock would be adversely affected. We depend on key employees and we need to attract and retain them Our future success will depend upon the continued service of certain key
technical and senior management personnel. Competition for such personnel is intense,
and there can be no assurance that we will be able to retain our existing key managerial,
technical or sales and marketing personnel. The loss of key personnel could adversely
affect our business. We believe our ability to achieve increased revenues and to develop successful new
products and product enhancements will depend in part upon our ability to attract and
retain highly skilled sales and marketing and product development personnel. Competition
for such personnel is intense, and we may not be able to retain such key employees, and
there are no assurances that we will be successful in attracting and retaining such
personnel in the future. In addition, our ability to hire and retain such personnel will
depend upon our ability to raise capital or achieve increased revenue levels to fund the
costs associated with such personnel. Failure to attract and retain key personnel will adversely
affect our business. We depend on distributors, resellers and OEMs to sell our products We sell our products primarily through distributors, resellers and original equipment
manufacturers, or OEMs. Our largest distributor, Ingram Micro in the United States, accounted
for approximately 26% of our revenue in 2000 and approximately 27% of our revenue for the first
quarter of 2001. Our agreements with OEMs, distributors and resellers, in large part, are
nonexclusive and may be terminated on short notice by either party without cause. Our OEMs,
distributors and resellers are not within our control, are not obligated to purchase products
from us and may represent other lines of products. A reduction in sales effort or
discontinuance of sales of our products by our OEMs, distributors and resellers could lead
to reduced sales. Use of distributors also entails the risk that distributors will build up inventories in
anticipation of a growth in sales. If such growth does not occur as anticipated, these
distributors may substantially decrease the amount of product ordered in subsequent quarters.
Such fluctuations could contribute to significant variations in our future operating results.
The loss or ineffectiveness of any of our major distributors or OEMs could adversely affect
our operating results. We allow our distributors to return a portion of our inventory to us for full credit against
other purchases. In addition, in the event we reduce our prices, we credit our distributors
for the difference between the purchase price of products remaining in their inventory and our
reduced price for such products. Actual returns and price protection may adversely affect
future operating results, particularly since we seek to continually introduce new and enhanced
products and are likely to face increasing price competition. Concentration of credit risks and of suppliers Financial instruments that potentially subject us to significant concentrations of
credit risk consist principally of cash and accounts receivable. We invest our cash in
cash demand deposits and in a money market fund. The Company places its investments with
high-credit-quality financial institutions and limits the credit exposure to any one
financial institution or instrument. However, we are exposed to credit risk in the event of
default by these institutions to the extent of the amount recorded on our balance sheet.
Accounts receivables are derived primarily from distributors and original equipment manufacturers.
We perform ongoing credit evaluations of our customers' financial condition but generally require
no collateral. Reserves are maintained for potential credit losses, and such losses have
been within our expectations. However, to the extent that a large customer fails or is unable
to pay, we are exposed to credit risk to the extent of the amounts due to us. Several of our component parts are produced by a sole or limited number of suppliers.
Shortages could occur in these essential materials due to an interruption of supply or
increased demand in the industry. If we were unable to procure certain of such materials,
we could be required to reduce our operations, which could have a material adverse effect
upon our results. To the extent that we acquire extra inventory stocks to protect against
possible shortages, we are exposed to additional risks associated with holding inventory
including obsolescence, excess quantities or loss. A significant portion of our revenues are derived from export sales Export sales (sales to customers outside the United States) accounted for approximately
21% of our revenue in 2000 and approximately 32% of our revenue in the first quarter of 2001.
Accordingly, our operating results are subject to the risks inherent in export sales, including In addition, our export sales are currently denominated predominately in United States
dollars and in Euros for a portion of our sales to our European distributors. Accordingly,
an increase in the value of the United States dollar relative to foreign currencies could
make our products more expensive and therefore potentially less competitive in foreign markets
and declines in value in the Euro relative to the dollar may result in foreign currency losses
relating to collection of Euro denominated receivables. Our stock price is highly volatile Our stock price is highly volatile. During the period from January 1, 2000 through
April 23, 2001, our stock price fluctuated between a high of $51.38 and a low of $1.84. Stock
price fluctuations are caused by many factors, some of which may be beyond our control including
general economic conditions and the outlook of market analysts and investors of the industry that
we are in. Our operations are vulnerable to interruption by fire, earthquake, power loss, telecommunications
failure and other events beyond our control We do not have a detailed disaster recovery plan. Our facilities in the State of California
are currently subject to electrical blackouts as a consequence of a shortage of available
electrical power. In the event these blackouts continue to increase in severity, they could
disrupt our operations. In addition, we do not carry sufficient business interruption insurance
to compensate us for losses that may occur and any losses or damages incurred by us could
have a material adverse effect on our business. Item 3. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk. Our exposure to market risk for changes in interest rates relates primarily to
invested cash. Our cash is invested in short-term money market investments backed by U.S.
Treasury notes and other investments that mature within one year and whose principal is not
subject to market rate fluctuations. Accordingly, interest rate declines would adversely
affect our interest income but would not affect the carrying value of our cash investments.
Based on a sensitivity analysis of our cash investments during the quarter ended March 31, 2001,
a decline of 1% in interest rates would reduce our quarterly interest income by approximately
$15,000. Our bank credit line facilities of up to $4 million have variable interest rates based
upon the lenders index rate plus 0.75% for the domestic line (up to $2.5 million) and the index
rate plus 0.5% for the international line (up to $1.5 million). Accordingly, interest rate
declines would increase our interest expense on outstanding credit line balances. We did not
utilize our credit line facility during the quarter ended March 31, 2001 and did not subject
ourselves to interest rate exposure. Based on a sensitivity analysis, an increase of 1% in
the interest rate would increase our borrowing costs by $2,500 for each $1 million of borrowings
against our bank credit facility or a maximum of $10,000 if we utilized our entire credit line. Foreign Currency Risk. A substantial majority of our revenue, expense and purchasing
activities are transacted in U.S. dollars. However, we allow certain of our European
distributors to purchase our products in Euros, we pay the expenses of our European subsidiary
in Euros or French Francs, we pay the expenses of our Japan office in Japanese Yen, and we expect
to enter into selected future purchase commitments with foreign suppliers that will be paid for
in the local currency of the supplier. To date these balances have been small and we have not
been subject to significant losses from material foreign currency fluctuations. Based on a
sensitivity analysis of our net assets at the beginning, during and at the end of the quarter
ended March 31, 2001, an adverse change of 10% in exchange rates would result in an increase
in our net loss for the quarter of approximately $15,000. We will continue to monitor and
assess the risk associated with these exposures and may at some point in the future take
actions to hedge or mitigate these risks. PART II. OTHER INFORMATION Items 1 - 5. Not applicable. Item 6. Exhibits and Reports on Form 8-K. (a.) Exhibits None (b.) Reports on Form 8-K No reports on Form 8-K were filed with the Securities and Exchange Commission during the quarter
ended March 31, 2001. 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. SOCKET COMMUNICATIONS, INC. Registrant
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Gross Margins
Research and Development Expense
Sales and Marketing Expense
General and Administrative Expense
Charges related to compensatory stock option grants
Amortization of goodwill and intangibles
Interest Income, Interest Expense, Net
Income Taxes
Preferred Stock Dividend; Accretion of Preferred Stock
Liquidity and Capital Resources
Vice President of Finance
and Administration and
Chief Financial Officer