INTERLINK ELECTRONICS INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ INTERLINK ELECTRONICS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (LMHS, P.C., Norwell, MA, Firm ID 3373 ) ​ 36 Report of Independent Registered Public Accounting Firm (Macias Gini & O’Connell LLP, Irvine, CA, Firm ID 324 ) ​ 37 Consolidated Balance Sheets as of December 31, 2022 and 2021 ​ 38 Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021 ​ 39 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2022 and 2021 ​ 40 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2022 and 2021 ​ 41 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 ​ 42 Notes to Consolidated Financial Statements ​ 43 ​ ​ ​ 35 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Interlink Electronics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Interlink Electronics, Inc. (the Company) as of December 31, 2022, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ LMHS, P.C. We have served as the Company’s auditor since 2022. Norwell, Massachusetts March 29, 2023 ​ ​ 36 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Interlink Electronics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Interlink Electronics, Inc. (the Company) as of December 31, 2021, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on the entity’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters. /s/ Macias Gini & O’Connell LLP We served as the Company’s auditor since 2021, which ended in 2022. Irvine, CA March 29, 2022 ​ 37 Table of Contents   ​ INTERLINK ELECTRONICS, INC. CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 ​ (in thousands, except par value) ASSETS ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ Cash and cash equivalents $ 10,091 $ 10,777 Restricted cash ​ ​ — ​ ​ 5 Accounts receivable, net ​ ​ 1,178 ​ ​ 1,080 Inventories ​ ​ 2,112 ​ ​ 814 Prepaid expenses and other current assets ​ ​ 321 ​ ​ 391 Total current assets ​ ​ 13,702 ​ ​ 13,067 Property, plant and equipment, net ​ ​ 184 ​ ​ 338 Intangible assets, net ​ ​ 76 ​ ​ 131 Goodwill ​ ​ 650 ​ ​ — Right-of-use assets ​ ​ 172 ​ ​ 163 Deferred tax assets ​ ​ 134 ​ ​ 8 Other assets ​ ​ 65 ​ ​ 72 Total assets $ 14,983 $ 13,779 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ Accounts payable $ 273 $ 338 Accrued liabilities ​ ​ 568 ​ ​ 507 Lease liabilities, current ​ ​ 131 ​ ​ 138 Accrued income taxes ​ ​ 117 ​ ​ 54 Total current liabilities ​ ​ 1,089 ​ ​ 1,037 ​ ​ ​ ​ ​ ​ ​ Long-term liabilities ​ ​ ​ ​ ​ ​ Lease liabilities, long term ​ ​ 46 ​ ​ 37 Total long-term liabilities ​ ​ 46 ​ ​ 37 Total liabilities ​ ​ 1,135 ​ ​ 1,074 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 13) ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ 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 December 31, 2022 and 2021 ($ 5.0 million liquidation preference) ​ ​ 2 ​ ​ 2 Common stock, $ 0.001 par value: 30,000 shares authorized, 6,610 and 6,602 shares issued and outstanding at December 31, 2022 and 2021, respectively ​ ​ 7 ​ ​ 7 Additional paid-in-capital ​ ​ 62,617 ​ ​ 62,552 Accumulated other comprehensive income (loss) ​ ​ ( 98 ) ​ ​ 96 Accumulated deficit ​ ​ ( 48,680 ) ​ ​ ( 49,952 ) Total stockholders’ equity ​ ​ 13,848 ​ ​ 12,705 Total liabilities and stockholders’ equity $ 14,983 $ 13,779 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 38 Table of Contents INTERLINK ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2022 2021 ​ (in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ Revenue, net $ 7,493 $ 7,478 Cost of revenue ​ ​ 3,632 ​ ​ 3,420 Gross profit ​ ​ 3,861 ​ ​ 4,058 Operating expenses: ​ ​ ​ ​ ​ ​ Engineering, research and development ​ ​ 1,220 ​ ​ 893 Selling, general and administrative ​ ​ 3,309 ​ ​ 3,244 Total operating expenses ​ ​ 4,529 ​ ​ 4,137 Loss from operations ​ ​ ( 668 ) ​ ​ ( 79 ) Other income (expense): ​ ​ ​ ​ ​ ​ Other income (expense), net ​ ​ 2,611 ​ ​ ( 50 ) Income (loss) before income taxes ​ ​ 1,943 ​ ​ ( 129 ) Income tax expense ​ ​ 271 ​ ​ 605 Net income (loss) ​ $ 1,672 ​ $ ( 734 ) ​ ​ ​ ​ ​ ​ ​ Net income (loss) applicable to common stockholders ​ $ 1,272 ​ $ ( 782 ) Earnings (loss) per common share, basic $ 0.19 $ ( 0.12 ) Earnings (loss) per common share, diluted ​ $ 0.19 $ ( 0.12 ) ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding - basic ​ ​ 6,603 ​ ​ 6,601 Weighted average common shares outstanding - diluted ​ ​ 6,603 ​ ​ 6,601 ​ ​ 39 Table of Contents INTERLINK ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2022 2021 ​ ​ (in thousands) Net income (loss) ​ $ 1,672 ​ $ ( 734 ) Other comprehensive income, net of tax: ​ ​ ​ ​ Foreign currency translation adjustments ​ ( 194 ) ​ 59 Comprehensive income (loss) ​ $ 1,478 ​ $ ( 675 ) ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 40 Table of Contents INTERLINK ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ ​ Preferred Stock ​ Common Stock ​ Paid-in- ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ Shares Amount Shares Amount Capital Income (Loss) Deficit Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2020 ​ — ​ $ — ​ 6,601 ​ $ 7 ​ $ 57,966 ​ $ 37 ​ $ ( 49,170 ) ​ $ 8,840 Net (loss) ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 734 ) ​ ​ ( 734 ) Issuance of preferred stock ​ 200 ​ ​ 2 ​ — ​ ​ — ​ ​ 4,566 ​ ​ — ​ ​ — ​ ​ 4,568 Preferred stock dividends ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 48 ) ​ ​ ( 48 ) Foreign currency translation adjustment ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 59 ​ ​ — ​ ​ 59 Stock-based compensation expense ​ — ​ ​ — ​ 1 ​ ​ — ​ ​ 20 ​ ​ — ​ ​ — ​ ​ 20 Balance at December 31, 2021 ​ 200 ​ $ 2 6,602 ​ $ 7 ​ $ 62,552 ​ $ 96 ​ $ ( 49,952 ) ​ $ 12,705 Net income ​ — ​ ​ — — ​ — ​ — ​ — ​ 1,672 ​ 1,672 Issuance of common stock ​ — ​ ​ — ​ 6 ​ ​ — ​ ​ 50 ​ ​ — ​ ​ — ​ ​ 50 Preferred stock dividends ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 400 ) ​ ​ ( 400 ) Foreign currency translation adjustment ​ — ​ ​ — — ​ — ​ — ​ ( 194 ) ​ — ​ ( 194 ) Stock-based compensation expense ​ — ​ ​ — 2 ​ — ​ 15 ​ — ​ — ​ 15 Balance at December 31, 2022 ​ 200 ​ $ 2 6,610 ​ $ 7 ​ $ 62,617 ​ $ ( 98 ) ​ $ ( 48,680 ) ​ $ 13,848 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 41 Table of Contents ​ INTERLINK ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2022 2021 ​ ​ (in thousands) Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net income (loss) $ 1,672 $ ( 734 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 248 ​ ​ 281 Stock-based compensation expense ​ ​ 15 ​ ​ 20 Unrealized and realized (gains) on marketable securities ​ ​ ( 2,449 ) ​ ​ — Loss on disposal of property, plant and equipment ​ ​ — ​ ​ 14 Gain on forgiveness of PPP loan ​ ​ — ​ ​ ( 186 ) Adjustment to reconcile operating lease expense to cash paid ​ ​ ( 7 ) ​ ​ ( 15 ) Deferred income taxes ​ ​ ( 131 ) ​ ​ 519 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ 216 ​ ​ 33 Inventories ​ ​ ( 286 ) ​ ​ 66 Prepaid expenses and other assets ​ ​ 128 ​ ​ ( 7 ) Accounts payable ​ ​ ( 209 ) ​ ​ 88 Accrued liabilities ​ ​ ( 179 ) ​ ​ 150 Accrued income taxes ​ ​ 67 ​ ​ 2 Net cash provided by (used in) operating activities ​ ​ ( 915 ) ​ ​ 231 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Purchases of marketable securities ​ ​ ( 6,027 ) ​ ​ — Proceeds from sales of marketable securities ​ ​ 8,476 ​ ​ — Purchases of property, plant and equipment ​ ​ ( 42 ) ​ ​ ( 159 ) Acquisition of SPEC and KWJ, net of cash acquired ​ ​ ( 1,672 ) ​ ​ — Net cash provided by (used in) investing activities ​ ​ 735 ​ ​ ( 159 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Proceeds from issuance of preferred stock, net of $ 432 of issuance costs ​ ​ — ​ ​ 4,568 Payment of dividends on preferred stock ​ ​ ( 400 ) ​ ​ ( 48 ) Proceeds from issuance of common stock ​ ​ 50 ​ ​ — Net cash provided by (used in) financing activities ​ ​ ( 350 ) ​ ​ 4,520 Effect of exchange rate changes on cash ​ ​ ( 161 ) ​ ​ 65 Net increase (decrease) in cash, cash equivalents, and restricted cash ​ ​ ( 691 ) ​ ​ 4,657 Cash, cash equivalents and restricted cash, beginning of period ​ ​ 10,782 ​ ​ 6,125 Cash, cash equivalents and restricted cash, end of period $ 10,091 $ 10,782 ​ ​ ​ ​ ​ ​ ​ Reconciliation of cash, cash equivalents and restricted cash, end of period: ​ ​ ​ ​ ​ ​ Cash and cash equivalents, end of period ​ $ 10,091 ​ $ 10,777 Restricted cash, end of period ​ ​ — ​ ​ 5 Cash, cash equivalents and restricted cash, end of period ​ $ 10,091 ​ $ 10,782 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information: ​ ​ ​ ​ ​ ​ Income taxes paid $ 272 $ 138 Interest paid ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ Supplemental non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ Lease liabilities arising from obtaining right-of-use assets ​ $ 178 ​ $ 50 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 42 Table of Contents INTERLINK ELECTRONICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 divisions: force-sensing technology and gas-sensing technology. We design, develop, manufacture and sell a range of force-sensing and gas-sensing technologies that incorporate our proprietary materials technology, firmware and software into a portfolio of standard sensor based products and custom sensor system 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 Human Machine Interface (“HMI”) technology platforms are deployed in a wide range of markets including consumer electronics, automotive, industrial, and medical. 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. Interlink serves 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 facility in Shenzhen, China, 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, and we expect to launch an engineering, research and development center in the United Kingdom. Our principal executive office is located at 1 Jenner, Suite 200, 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our reporting currency is the United States dollar. Our consolidated financial statements include the accounts of Interlink Electronics, Inc. and our subsidiaries in China, Hong Kong, Singapore, and the United Kingdom. All intercompany accounts and transactions were eliminated in consolidation. Foreign Currency Translation The functional currency of our Chinese subsidiary is the Chinese Yuan Renminbi. The functional currency for our Hong Kong, Singapore and United Kingdom subsidiaries is the United States dollar. However, our Hong Kong, Singapore, and United Kingdom subsidiaries also transact business in their local currency. 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. Foreign currency transaction and remeasurement gains and losses are included in results of operations within other income (expense), net, for which gains (losses) of $ 121 thousand and $( 40 ) thousand were recorded in the years ended December 31, 2022 and 2021, respectively. Segment Reporting We operate in one reportable segment: the manufacture and sale of force- and gas-sensing technology solutions. 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, 43 Table of Contents allowances for credit losses, inventory valuation reserves, warranty 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 The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), when its 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 contracts(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. Warranty 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. Warranty claims charges are recorded within cost of revenue as claims are incurred and honored. At each reporting period, we adjust our reserve for warranty claims (as either a charge or benefit to cost of revenue) based on our actual warranty claims experience as a percentage of net revenue during the preceding 24 months, as an estimation of the total future warranty claims expected to be incurred and honored for goods sold through the end of the reporting period. We also consider the effect of known operations issues that may have an impact that differs from historical trends. Historically, our warranty returns have not been material. Shipping and Handling Fees and Costs Amounts billed to customers for shipping and handling fees are classified in revenue. Costs incurred for shipping and handling are classified in cost of revenue. 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. 44 Table of Contents Advertising and Marketing Costs All of the costs related to advertising and marketing our products are expensed as incurred or at the time the marketing takes place. 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. Other Income (Expense), Net 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. 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. 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 45 Table of Contents 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 The Company accounts for its 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 the Company’s 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, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial term of 12 months or less from the new guidance as an accounting policy election, and recognizes 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 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. Public health threats could adversely affect our ongoing or planned business operations, including shutdowns, supply chain disruptions, logistical restrictions, impacts on consumer spending patterns, and other such affects. In particular, the outbreak of a novel coronavirus (COVID-19) in China resulted in quarantines, restrictions on travel and other business and economic disruptions. We cannot predict the scope and severity of potential business shutdowns or economic disruptions posed by public health threats, but if we or any of the third parties with whom we engage, including the suppliers, distributers, resellers and other third parties with whom we conduct business, were to experience shutdowns or other business disruptions, our ability to conduct our business in the manner and on the timelines presently planned could be materially and adversely impacted. Cash, Cash Equivalents and Restricted Cash We invest excess cash in highly liquid interest-bearing instruments, including commercial paper or money market accounts. Investments with original maturity dates less than 90 days are classified as cash equivalents. Cash that is reserved for a specific purpose and therefore not available for immediate or general business use is classified as restricted cash. All of our cash, cash equivalents and restricted cash are held at major financial institutions in the United States, China, Hong Kong and Singapore. Our balances in each country were insured at the maximum limit determined by each country. In the U.S., we had approximately $ 8.4 million and $ 8.2 million in excess of the Federal Deposit Insurance Corporation limit of $ 250 thousand per depositor, per insured bank at December 31, 2022 and 2021, respectively. Approximately $ 0.7 million and $ 1.9 million held in banks in China at December 31, 2022 and 2021, respectively, was not insured. Approximately $ 168 thousand and $ 296 thousand held in banks in Singapore at December 31, 2022 and 2021, respectively, was not insured. Approximately $ 63 thousand and $ 202 thousand held in banks in Hong Kong at December 31, 2022 and 2021, respectively, was not insured. 46 Table of Contents Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at the invoice amount and presented net of the allowance for credit losses. Our receivables do not bear interest. We evaluate the collectability of accounts receivable at each balance sheet date using a combination of factors, such as specific customer historical experience and credit quality, overall historical data, age of the accounts receivable balances, and economic conditions that may affect a customer’s ability to pay. We include any accounts receivable balances that are determined to be uncollectible in the overall allowance for credit losses using the specific identification method. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Inventories Inventories are stated at the lower of cost or net realizable value (“NRV”). Inventory costs are determined using standard costs which approximate actual costs under the first-in, first-out method. Costs include the costs of purchased materials and outsourced assembly. NRV is the amount by which the estimated selling price of the product exceeds the sum of any additional costs expected to be incurred on the sale of such product in the ordinary course of business. We evaluate inventories for excess quantities and obsolescence. Our evaluation considers market and economic conditions; technology changes; new product introductions; and changes in strategic business direction. Estimates by their very nature include elements that are uncertain. In order to state the inventory at the lower of cost or NRV, we maintain reserves against individual stocking units Inventory reserves, once established, are not reversed until the related inventories have been sold or scrapped. If future demand or market conditions are less favorable than our projections, a write-down of inventory may be required, and would be reflected in cost of revenues sold in the period the revision is made. Property, Plant and Equipment, Net Property, plant and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization expense are calculated using the straight-line method over the assets’ remaining estimated useful lives, ranging from two to five years for machinery and equipment, including product tooling; and the shorter of the lease terms or estimated useful lives for leasehold improvements. When property, plant and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts. Gains and losses from retirements and asset disposals are recorded in selling, general and administrative expenses. Repairs and maintenance on our property, plant and equipment are expensed in the period incurred. We perform periodic reviews to evaluate the recoverability of property, plant and equipment and to determine whether facts and circumstances exist that would indicate that the carrying amounts of property, plant and equipment exceed their fair values. If facts and circumstances indicate that the carrying amount of property, plant and equipment might not be fully recoverable, projected undiscounted net cash flows associated with the related asset or group of assets over their estimated remaining useful lives are compared against their respective carrying amounts. In the event that the projected undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets are written down to their estimated fair values. All long-lived assets to be disposed of are reported at the lower of carrying amount or fair market value, less expected selling costs. Intangible Assets, Net Our intangible assets consist primarily of patents and trademarks and are carried at cost less accumulated amortization. We evaluate our finite-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an intangible asset or asset group may not be recoverable. The carrying value of an intangible asset or asset group is not recoverable if the amounts of undiscounted future cash flows the assets are expected to generate (including any net proceeds expected from the disposal of the asset) are less than its carrying value. When we identify that an impairment has occurred, we reduce the carrying value of the asset to its comparable market value (if available and appropriate) or to its estimated fair value based on a discounted cash flow approach. As of December 31, 2022, we have not recognized any impairment losses for our intangible assets. Goodwill Goodwill arises from business combinations and is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill acquired in a purchase business combination is determined to have an 47 Table of Contents indefinite useful life and is not amortized, but tested for impairment at least annually or more frequently in events and circumstances exist that indicate that a goodwill impairment test should be performed. We have selected December 31 as the date to perform the annual impairment test. As of December 31, 2022, we have not recognized any impairment losses for our goodwill. 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 The Company has evaluated subsequent events through March 29, 2023, being the date these consolidated financial statements were issued. ​ On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. According to the FDIC, all insured depositors of SVB will have full access to their insured deposits. The Company has total cash and cash equivalents of approximately $ 10 million March 10, 2023. Approximately $ 800 thousand was held at SVB at that date, which represents approximately 8 % of the Company’s cash and cash equivalents balance at that date. The Company’s deposits with SVB are largely uninsured. Notwithstanding the closure of SVB, the Company continues to believe that its existing cash and cash equivalents balance and cash flow from operations will be sufficient to meet its working capital, capital expenditures, and material cash requirements from known contractual obligations for the next twelve months and beyond. ​ On March 17, 2023, we acquired all of the stock of Calman Technology Limited, an independent company based outside Glasgow, Scotland, with over 25 years of experience in the design and manufacture of membrane keypads, graphic overlays and printed electronics. The purchase price was approximately $ 5.0 million. ​ 48 Table of Contents Note 2 – Details of Certain Financial Statement Components The following tables provide details of selected balance sheet items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Inventories (in thousands) Raw materials $ 1,632 $ 447 Work-in-process ​ ​ 192 ​ ​ 209 Finished goods ​ ​ 285 ​ ​ 158 Total inventories $ 2,112 $ 814 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Property, plant and equipment, net ​ (in thousands) Furniture, machinery and equipment ​ $ 1,688 ​ $ 1,696 Leasehold improvements ​ 417 ​ 444 ​ ​ 2,105 ​ 2,140 Less: accumulated depreciation ​ ( 1,921 ) ​ ( 1,802 ) Total property, plant and equipment, net ​ $ 184 ​ $ 338 ​ Depreciation expense totaled $ 193 thousand and $ 216 thousand in 2022 and 2021, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Intangible assets, net ​ (in thousands) Patents and trademarks ​ $ 658 ​ $ 658 Less: accumulated amortization ​ ( 582 ) ​ ( 527 ) Total intangibles, net ​ $ 76 ​ $ 131 ​ Amortization expense totaled $ 54 thousand and $ 65 thousand in 2022 and 2021, respectively. Future amortization on existing intangibles over the next five years is as follows: ​ ​ ​ ​ ​ Years ending December 31, (in thousands) 2023 ​ $ 42 2024 ​ 27 2025 ​ 7 2026 ​ ​ — 2027 ​ ​ — Thereafter ​ — ​ ​ $ 76 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Accrued liabilities ​ (in thousands) Accrued wages and benefits ​ $ 320 ​ $ 402 Accrued vacation ​ 223 ​ 82 Accrued other liabilities ​ 25 ​ 23 Total accrued liabilities ​ $ 568 ​ $ 507 ​ Note 3 – Marketable Securities Our marketable securities consist of equity securities classified as available-for-sale (“AFS”) and recorded at fair value, as determined using Level 1 inputs on the fair value hierarchy. 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 49 Table of Contents the years ended December 31, 2022 and 2021, we purchased $ 6.027 million and $ 0 of marketable securities, respectively and we sold $ 8.476 million and $ 0 of marketable securities, respectively, for realized gains of $ 2.249 million and $ 0 , respectively. ​ Note 4 – Acquisition of Assets of SPEC Sensors and KWJ Engineering On December 16, 2022, we acquired all of the assets of SPEC Sensors, LLC, a Delaware limited liability company (“SPEC”), and KWJ Engineering, Inc., a California corporation (“KWJ”) (collectively, “SPEC/KWJ”), two industry-leading designers and manufacturers of gas, air and environmental quality sensors, pursuant to an Asset Purchase Agreement, dated as of December 16, 2022 (the “Purchase Agreement”), by and among the Company, SPEC/KWJ, and the equity holders of SPEC and KWJ (the “Transaction”). The Purchase Agreement contains customary representations, warranties and covenants, including non-competition covenants. Under the terms of the Purchase Agreement, the purchase price for both companies’ assets was $ 2,000,000 , plus (or minus) the amount by which the combined companies’ net working capital at closing is more (or less) than $ 1,350,000 , which was preliminarily calculated as $ 2,213,527 , of which $ 1,519,000 was paid at closing, $ 375,000 was paid into escrow subject to a 90 -day purchase price adjustment process (of which we expect $ 55,473 will be reimbursed to us), and $ 375,000 was paid into escrow to be available to satisfy claims, if any, made by the Company for breaches of representations and warranties by SPEC/KWJ or the equity holders. 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, thus the provisional measurements of these assests and goodwill are subject to change. ​ ​ ​ ​ Cash $ 541 Accounts receivable ​ 316 Inventories ​ 1,063 Prepaid expenses and other current assets ​ 42 Deposits ​ 16 Accounts payable ​ ( 157 ) Accrued liabilities ​ ( 257 ) Net identifiable assets acquired ​ 1,564 Goodwill ​ 650 Net assets acquired ​ $ 2,214 ​ 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. The fair value of accounts receivable is equal to the $ 316 thousand gross contractual amount, as we expect the entire balance to be collectible. Revenue and (loss) of SPEC/KWJ included in our consodliated statement of operations from the acquisition date to December 31, 2022 were $ 10 thousand and $( 100 ) thousand, respectively. The following represents the proforma consolidated statement of operations as if SPEC/KWJ had been included in our consolidated results for the entire years ended December 31, 2022 and 2021 (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2021 ​ ​ (in thousands) Revenue ​ $ 12,175 ​ $ 12,274 Net income (loss) ​ $ 1,367 ​ $ ( 487 ) ​ ​ Note 5 - Series A Convertible Preferred Stock In October and November 2021, the Company sold to investors in a private placement exempt from registration under the Securities Act of 1933, as amended, an aggregate of 200,000 shares of its 8.0 % Series A Convertible Preferred Stock, par value $ 0.01 per share, at an offering price of $ 25.00 per share, for gross proceeds of $ 5.0 million. After payment of placement agent cash fees and expenses of the offering, the Company received net proceeds of approximately $ 4.6 million. Holders of the Series A Convertible Preferred Stock generally have no voting rights. Dividends on the Series A Convertible Preferred Stock accrue daily and are payable monthly in arrears on the 15th day of the calendar month, at the rate of 8.0 % per annum of its 50 Table of Contents liquidation preference, which is the equivalent to $ 2.00 per annum per share. Each share of Series A Convertible Preferred Stock is convertible into shares of the Company’s common stock at a conversion price of $ 12.50 per common share, or 2.0 shares of common stock, at any time at the option of the holder, subject to certain customary adjustments. Holders of Series A Convertible Preferred Stock do not participate in common stock dividends, but such common stock dividends if and when declared would reduce the conversion price at which shares of Series A Convertible Preferred Stock would convert into common stock. The Company may elect to automatically convert some or all of the Series A Convertible Preferred Stock into shares of common stock at any time on or after April 22, 2022 if the closing price of the common stock equals or exceeds $ 15.00 ( 120 % of the initial conversion price) for at least 20 out of 30 consecutive trading days ending within five trading days prior to the notice of automatic conversion. The Company may redeem, at the Company’s option, the Series A Convertible Preferred Stock, in whole or in part, at a cash redemption price of $ 27.50 plus accrued and unpaid dividends beginning April 22, 2022 through October 21, 2023, at a cash redemption price of $ 28.125 plus accrued and unpaid dividends beginning October 22, 2023 through October 21, 2024, and, at a cash redemption price of $ 28.75 plus accrued and unpaid dividends beginning October 22, 2024. If the Company exercises the foregoing redemption right, holders of the Series A Convertible Preferred Stock will have the right to convert such shares into shares of common stock at the conversion price until the redemption date specified in the redemption notice delivered by the Company. The Company entered into a registration rights agreement with the investors, pursuant to which the Company agreed to register for resale by the investors the shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock. The registration statement was filed on December 10, 2021, and was declared effective on December 21, 2021. ​ Note 6 - Stock-Based Compensation Under the terms of our 2016 Omnibus Incentive Plan, directors, officers and key employees could be granted restricted stock units and stock awards, as well as non-qualified or incentive stock options, at the discretion of the Compensation Committee of the Board of Directors. All stock-based payments to directors and employees, including grants of stock options and 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 units and stock awards based on the market value of the underlying stock at the date of the grant. The fair value of stock option awards is estimated at the date of grant using the Black-Scholes option pricing model; however, the value calculated using an option pricing model may not be indicative of the fair value observed in a willing buyer/willing seller market transaction, or actually realized by the employee upon exercise. Expected volatility used to estimate the fair value of options granted is based on the historical volatility of our common stock. The risk-free interest rate is based on the United States Treasury constant maturity rate for the expected life of the stock option. The expected life of a stock award is the period of time that the award is expected to be outstanding. We 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 December 31, 2022, there were no stock-based compensation awards outstanding. The stock-based compensation expense recorded in the years ended December 31, 2022 and 2021 was for shares of common stock issued to members of the Board of Directors as partial compensation for their service as a director. ​ 51 Table of Contents Note 7 - 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2022 ​ 2021 ​ ​ (in thousands, except per share data) Net income (loss) $ 1,672 $ ( 734 ) Less: Preferred stock dividends ​ ( 400 ) ​ ( 48 ) Net income (loss) applicable to common stockholders ​ $ 1,272 ​ $ ( 782 ) ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding – basic ​ 6,603 ​ 6,601 Dilutive potential common shares from stock options, restricted stock units, and convertible preferred stock ​ — ​ — Weighted average common shares outstanding – diluted ​ 6,603 ​ 6,601 ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per common share, basic ​ $ 0.19 ​ $ ( 0.12 ) Earnings (loss) per common share, diluted ​ $ 0.19 ​ $ ( 0.12 ) ​ ​ ​ ​ ​ ​ ​ Shares subject to anti-dilutive stock options and restricted stock units excluded from calculation ​ — ​ — Shares subject to anti-dilutive Series A Convertible Preferred Stock excluded from calculation ​ 400 ​ 400 ​ ​ ​ Note 8- Income Taxes Under GAAP, we use the asset and liability method of accounting for income taxes. Under this method, 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 bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The components of earnings before income taxes for the years ended December 31, 2022 and 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2022 2021 ​ ​ (in thousands) Income (loss) before income taxes: ​ ​ ​ ​ ​ ​ Domestic ​ $ 1,363 ​ $ ( 921 ) Foreign ​ 580 ​ 792 ​ ​ $ 1,943 ​ $ ( 129 ) ​ 52 Table of Contents Income tax provision (benefit) consists of the following for the years ended December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2022 2021 ​ ​ (in thousands) Income tax provision (benefit): ​ ​ ​ ​ ​ ​ Current ​ ​ Federal ​ $ 254 ​ $ ( 113 ) State ​ 13 ​ 1 Foreign ​ 130 ​ 198 Total current ​ 397 ​ 86 Deferred: ​ ​ ​ ​ Federal ​ — ​ 267 State ​ — ​ 253 Foreign ​ ( 126 ) ​ ( 1 ) Total deferred ​ ( 126 ) ​ 519 Total income tax provision (benefit) ​ $ 271 ​ $ 605 ​ A reconciliation of the income tax provision (benefit) by applying the statutory United States federal income tax rate to income (loss) before income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2021 ​ $ % $ % ​ ​ (in thousands, except percentages) Federal income tax provision (benefit) at statutory rate ​ $ 408 ​ 21.0 % $ ( 27 ) ​ 21.0 % State tax expense net of federal tax benefit ​ 130 ​ 6.7 ​ ( 63 ) ​ 49.0 ​ Foreign taxes ​ 22 ​ 1.1 ​ 24 ​ ( 18.5 ) ​ Other ​ ( 137 ) ​ ( 7.1 ) ​ 42 ​ ( 33.1 ) ​ Change in valuation allowance ​ ( 152 ) ​ ( 7.8 ) ​ 629 ​ 489.0 ​ Income tax provision (benefit) ​ $ 271 ​ 13.9 % $ 605 ​ 470.6 % ​ Deferred tax assets and liabilities are recognized for future tax consequences between the carrying amounts of assets and liabilities and their respective tax basis using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Significant deferred tax assets and liabilities, consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ ​ (in thousands) Deferred taxes, net ​ ​ ​ ​ ​ ​ Net operating loss carryforward ​ $ 211 ​ $ 469 Accruals ​ 62 ​ 22 Reserves ​ 66 ​ 9 Property, plant and equipment, and intangible assets ​ 124 ​ 48 Stock-based compensation expense ​ 85 ​ 85 Other ​ 63 ​ 4 Total deferred tax assets ​ 611 ​ 637 Valuation allowance ​ ( 477 ) ​ ( 629 ) Net deferred tax assets ​ $ 134 ​ $ 8 ​ 53 Table of Contents Deferred taxes are recorded for the following net operating losses (“NOLs”) that can be used in future tax years: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ ​ (in millions) Net operating losses ​ ​ ​ ​ ​ ​ Federal ​ $ 0.6 ​ $ 1.1 State ​ 1.3 ​ 3.2 Foreign ​ — ​ — ​ ​ $ 1.9 ​ $ 4.3 ​ The federal and state NOLs expire at various dates between 2022 through 2030. Foreign NOLs are related to the jurisdiction of Hong Kong and may be carried forward indefinitely. The Company experienced an ownership change under IRC Section 382 in February 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 December 31, 2022, $ 32.3 million of the federal NOLs and $ 13.9 million of the state NOLs are subject to annual limitations due to the February 2010 ownership change, at approximately $ 71 thousand per year. Because these limitations preclude the use of a large portion of these NOLs, the Company permanently wrote-off the related deferred tax assets during the year ended December 31, 2015. Because the Company maintained a full valuation allowance against these deferred tax assets, this write-off had no impact on tax expense. At December 31, 2022, the gross NOLs without regard to this permanent write-off is $ 32.2 million for federal and $ 13.8 million for state. A roll-forward of the NOLs for which deferred tax assets are now recorded is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2022 2021 ​ ​ (in millions) Net operating losses ​ ​ ​ ​ ​ ​ Balance at January 1, ​ $ 4.3 ​ $ 2.9 NOL generated (utilized) ​ ( 2.4 ) ​ 1.4 NOL expired unused ​ — ​ — Other, including changes in foreign exchange rates ​ — ​ — Balance at December 31, ​ $ 1.9 ​ $ 4.3 ​ 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 December 31, 2022 and 2021, while no valuation allowance on foreign deferred tax assets was necessary at both December 31, 2022 and 2021. One objective negative piece of evidence we evaluated was our cumulative domestic loss incurred over the three-year periods ended December 31, 2022 and 2021. Such objective negative evidence limits our ability to consider other subjective evidence, such as our projections for future profitability. On the basis of this evaluation, as of December 31, 2022 and 2021, a valuation allowance of $ 477 thousand and $ 629 thousand, respectively, was recorded against our domestic deferred tax assets. 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 $ 10.1 million of cash balances on hand at December 31, 2022, $ 0.9 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 54 Table of Contents 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. However, our intent is to permanently reinvest these funds outside the U.S. and our current plans do not demonstrate a need to repatriate cash to fund our U.S. operations. The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. U.S. federal income tax returns after 2018 remain open to examination. We and our subsidiaries are also subject to income tax in multiple state and foreign jurisdictions. Generally, state and foreign income tax returns after 2017 remain open to examination. No income tax returns are currently under examination. As of December 31, 2022 and 2021, the Company does not have any unrecognized tax benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest related to unrecognized tax benefits as income tax expense. For the years ended December 31, 2022 and 2021, there were no penalties or interest recorded in income tax expense. ​ Note 9 - 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2022 2021 Customer A 25 % 15 % Customer B * % 17 % Customer C 18 % * % Customer D * % 15 % ​ * less than 10% of total net revenues ​ Net revenues by geographic area are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2022 2021 ​ (in thousands) United States ​ $ 3,367 ​ $ 2,185 Asia and Middle East ​ 3,670 ​ 4,724 Europe and other ​ 456 ​ 569 Revenue, net ​ $ 7,493 ​ $ 7,478 ​ 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 third parties 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 December 31, 2022, two customers accounted for 20 % and 13 % of total accounts receivable. At December 31, 2021, three customers accounted for 39 %, 18 %, and 12 % of total accounts receivable. Our allowance for doubtful accounts was $ 0 at both December 31, 2022 and 2021. Our long-lived assets were geographically located as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ 2022 2021 ​ (in thousands) United States ​ $ 935 ​ $ 536 Asia ​ 344 ​ 176 Total long-lived assets ​ $ 1,279 ​ $ 712 ​ ​ 55 Table of Contents Note 10 – Retirement Savings Plan We have a qualified retirement plan under the provisions of Section 401(k) of the Internal Revenue Code covering all U.S. employees. Participants in this plan may contribute between 1 % and 60 % of their eligible pay on a pretax basis, up to the annual Internal Revenue Service dollar limits. The Company will make matching contributions in an amount equal to 50 % of the participant’s deferral contributions, not to exceed $ 5,000 . All contributions, including the Company match, are vested immediately. Our matching contributions to the plan were $ 23 thousand and $ 5 thousand in 2022 and 2021, respectively. ​ Note 11 – Paycheck Protection Program Loan In April 2020, the Company received a loan in the aggregate principal amount of $ 186 thousand pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act. The loan was evidenced by a promissory note, dated April 21, 2020, issued by us to the lender, which was to mature on April 20, 2022, and bore interest at a rate of 1.00 % per annum, payable monthly following an initial deferral period as specified under the PPP. Proceeds from the loan were used to fund designated expenses, including certain payroll costs, group health care benefits and other permitted expenses, in accordance with the PPP. The full amount of the loan principal and interest was forgiven in February 2021. Forgiveness of the PPP loan resulted in contra-expense of $ 186 thousand being recorded in selling, general and administrative expense during the year ended December 31, 2021. ​ Note 12 - 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2022 ​ 2021 ​ Due from Qualstar Due to Qualstar Due from Qualstar Due to Qualstar ​ (in thousands) Balance at January 1, ​ $ 84 ​ $ 8 ​ $ 52 ​ $ 34 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Billed (or accrued) to Qualstar by Interlink ​ 798 ​ — ​ 892 ​ — Paid by Qualstar to Interlink ​ ( 877 ) ​ — ​ ( 860 ) ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Billed (or accrued) to Interlink by Qualstar ​ — ​ 96 ​ — ​ 102 Paid by Interlink to Qualstar ​ — ​ ( 104 ) ​ — ​ ( 128 ) Balance at December 31, ​ $ 5 ​ $ — ​ $ 84 ​ $ 8 ​ BKF Capital Group, Inc. (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 56 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2022 ​ 2021 ​ Due from Due to Due from Due to ​ ​ BKF Capital ​ BKF Capital ​ BKF Capital ​ BKF Capital ​ ​ (in thousands) Balance at January 1, ​ $ 12 ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Billed (or accrued) to BKF Capital by Interlink ​ 104 ​ — ​ 81 ​ — Paid by BKF Capital to Interlink ​ ( 114 ) ​ — ​ ( 69 ) ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Billed (or accrued) to Interlink by BKF Capital ​ — ​ 147 ​ — ​ 60 Paid by Interlink to BKF Capital ​ — ​ ( 147 ) ​ — ​ ( 60 ) Balance at December 31, ​ $ 2 ​ $ — ​ $ 12 ​ $ — ​ ​ Note 13 – Commitments and Contingencies Lease Agreements We lease facilities under non-cancellable operating leases. The leases expire at various dates through fiscal 2024 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 years ended December 31, 2022 and 2021 was 7.00 % and 5.50 %, respectively. 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 December 31, 2022, 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 space located in Irvine, California for approximately $ 6 thousand per month with 3 percent annual increases, plus common area maintenance costs. The lease term ends May 31, 2023. The space is used for executive offices, sales, finance and administration. 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 thousand 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 thousand per month. 57 Table of Contents We lease a 275 square-foot engineering and administrative office in Singapore for approximately $ 1 thousand per month. This lease term ends May 2023. We lease a 3,000 square-foot distribution facility in Hong Kong for approximately $ 2 thousand per month. This lease term ends April 2023. We lease a 500 square-foot sales office in Tokyo, Japan for approximately $ 1 thousand per month. This lease term ends November 2024. We sublease approximately 205 square-feet of office space in Los Angeles, California for approximately $ 1 thousand per month. This lease term ends March 2023. As of December 31, 2022, the Company had current and long-term lease liabilities of $ 131 thousand and $ 46 thousand, respectively, and ROU assets of $ 172 thousand. As of December 31, 2021, the Company had current and long-term lease liabilities of $ 138 thousand and $ 37 thousand, respectively, and ROU assets of $ 163 thousand. Future imputed interest as of December 31, 2022 totaled $ 8 thousand. The weighted average remaining lease term of the Company’s leases as of December 31, 2022 is 0.9 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 ​ $ 138 2024 ​ 47 2025 ​ — 2026 ​ — 2027 ​ ​ — Thereafter ​ — Total undiscounted future non-cancelable minimum lease payments ​ 185 Less: imputed interest ​ ( 8 ) Present value of lease liabilities ​ $ 177 ​ During the year ended December 31, 2022, we recognized approximately $ 255 thousand in operating lease costs, including approximately $ 126 thousand in cost of revenue and approximately $ 129 thousand in operating expenses. During the year ended December 31, 2021, we recognized approximately $ 294 thousand in operating lease costs, including approximately $ 122 thousand in cost of revenue and approximately $ 172 thousand in operating expenses. Litigation We are not party to any material legal proceedings at December 31, 2022. 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. 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 58 Table of Contents 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. ​ ​ 59 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ​