dpsi_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2022

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

For the transition period from _______________ to _______________.

Commission file number: 333-245695

DECISIONPOINT SYSTEMS, Inc.

(Exact name of registrant as specified in its charter)

Delaware		37-1644635
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1615 South Congress Avenue Suite 103 Delray Beach, FL		33445
(Address of principal executive offices)		(Zip Code)

(561) 900-3723

Registrant’s telephone number, including area code

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol

Name on Each Exchange

on Which Registered

Common Stock, $0.001 par value

DPSI

NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 8, 2022 there were 7,288,628 shares of common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income and Comprehensive Income	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
	Signatures	27

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

DecisionPoint Systems, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except par value)

(Unaudited)

	June 30, 2022			December 31, 2021
ASSETS
Current assets:
Cash	$	8,459		$	2,587
Accounts receivable, net		18,654			12,302
Inventory, net		871			2,111
Deferred costs		1,867			1,998
Prepaid expenses and other current assets		516			336
Total current assets		30,367			19,334
Operating lease assets		2,924			329
Property and equipment, net		1,670			834
Deferred costs, net of current portion		2,051			1,492
Deferred tax assets		1,410			1,999
Intangible assets, net		5,223			3,564
Goodwill		10,012			8,128
Other assets		41			50
Total assets	$	53,698		$	35,730
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	15,310		$	10,273
Accrued expenses and other current liabilities		3,736			3,220
Deferred revenue		13,086			4,599
Current portion of long-term debt		3			3
Current portion of operating lease liabilities		452			257
Total current liabilities		32,587			18,352
Deferred revenue, net of current portion		3,271			2,510
Long-term debt		144			146
Noncurrent portion of operating lease liabilities		2,747			83
Other liabilities		221			381
Total liabilities		38,970			21,472
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding		—			—
Common stock, $0.001 par value; 50,000 shares authorized; 7,234 and 7,007 shares issued and outstanding, respectively		7			7
Additional paid-in capital		38,113			39,216
Accumulated deficit		(23,392	)		(24,965	)
Total stockholders’ equity		14,728			14,258
Total liabilities and stockholders’ equity	$	53,698		$	35,730

See Accompanying Notes to the Condensed Consolidated Financial Statements.

DecisionPoint Systems, Inc.

Condensed Consolidated Statements of Income and Comprehensive Income

(in thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net sales:
Product	$	22,692		$	11,574		$	38,272		$	23,497
Service		4,814			3,595			8,955			7,744
Net sales		27,506			15,169			47,227			31,241
Cost of sales:
Product		17,869			9,208			30,290			18,657
Service		3,310			2,465			5,935			5,250
Cost of sales		21,179			11,673			36,225			23,907
Gross profit		6,327			3,496			11,002			7,334
Operating expenses:
Sales and marketing expense		2,384			1,910			4,560			3,799
General and administrative expenses		1,960			1,474			4,220			3,094
Total operating expenses		4,344			3,384			8,780			6,893
Operating income		1,983			112			2,222			441
Interest expense		(9	)		(21	)		(35	)		(50	)
Gain on extinguishment of debt		—			—			-			1,211
Other income		(21	)		—			(16	)		—
Income before income taxes		1,953			91			2,171			1,602
Income tax (expense) benefit		(1,232	)		79			(598	)		(99	)
Net income and comprehensive income attributable to common stockholders	$	721		$	170		$	1,573		$	1,503
Earnings per share attributable to stockholders (1):
Basic	$	0.10		$	0.02		$	0.22		$	0.22
Diluted	$	0.09		$	0.02		$	0.20		$	0.20
Weighted average common shares outstanding
Basic		7,222			6,942			7,209			6,913
Diluted		7,691			7,392			7,720			7,647

(1)	All share and per share information has been retroactively adjusted to reflect a reverse stock split. See Note 8, Stockholders’ Equity for additional information.

See Accompanying Notes to the Condensed Consolidated Financial Statements.

DecisionPoint Systems, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

For the Three and Six Months Ended June 30, 2022 and 2021

(in thousands)

(Unaudited)

	Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Equity
Balance at December 31, 2021		7,007	$	7	$	39,216		$	(24,965	)	$	14,258
Net income		—		—		—			852			852
Share-based compensation expense		—		—		225			—			225
Cashless exercise of stock options (Note 9)		214		—		(1,403	)		—			(1,403	)
Balance at March 31, 2022		7,221	$	7	$	38,038		$	(24,113	)	$	13,932
Net income		—		—		—			721			721
Share-based compensation expense		—		—		50			—			50
Exercise of stock options		13		—		25			—			25
Balance at June 30, 2022		7,234	$	7	$	38,113		$	(23,392	)	$	14,728

	Common Stock (1)				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance at December 31, 2020		6,788	$	7	$	38,236	$	(26,379	)	$	11,864
Net income		—		—		—		1,333			1,333
Share-based compensation expense		—		—		33		—			33
Exercise of warrants		152		—		—		—			—
Exercise of stock options		2		—		2		—			2
Balance at March 31, 2021		6,942	$	7	$	38,271	$	(25,046	)	$	13,232
Net income		—		—		—		170			170
Share-based compensation expense		—		—		41		—			41
Balance at June 30, 2021		6,942	$	7	$	38,312	$	(24,876	)	$	13,443

(1)	All share information and balances have been retroactively adjusted to reflect a reverse stock split. See Note 8, Stockholders’ Equity for additional information.

See Accompanying Notes to the Condensed Consolidated Financial Statements

DecisionPoint Systems, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Six Months Ended June 30,
	2022			2021
Cash flows from operating activities
Net income	$	1,573		$	1,503
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on fixed asset disposal		22			-
Depreciation and amortization		1,128			715
Gain on extinguishment of debt		-			(1,211	)
Amortization of deferred financing costs		-			25
Share-based compensation expense		275			74
Deferred income taxes, net		589			(18	)
Changes in operating assets and liabilities:
Accounts receivable		(4,950	)		5,203
Inventory, net		1,369			(252	)
Deferred costs		(305	)		150
Prepaid expenses and other current assets		(171	)		(301	)
Accounts payable		4,479			(4,730	)
Accrued expenses and other current liabilities		(501	)		(221	)
Due to related parties		-			25
Operating lease liabilities		264			(3	)
Deferred revenue		9,100			1,532
Net cash provided by operating activities		12,872			2,491
Cash flows from investing activities
Cash paid for acquisitions, net of cash acquired		(4,525	)		(170	)
Purchases of property and equipment		(1,095	)		(155	)
Net cash used in investing activities		(5,620	)		(325	)
Cash flows from financing activities
Line of credit, net		-			(1,206	)
Payment under term loan		(2	)		-
Cash paid for taxes on the cashless exercises of stock options		(1,403	)
Proceeds from exercise of stock options		25			2
Net cash used in financing activities		(1,380	)		(1,204	)
Change in cash		5,872			962
Cash, beginning of period		2,587			2,005
Cash, end of period	$	8,459		$	2,967
Supplemental disclosures of cash flow information
Cash paid for interest	$	31		$	30
Cash paid for income taxes	$	109		$	362
Non-cash investing and financing activities
Right of use assets obtained in exchange for new operating lease liabilities	$	3,211		$	-
Cashless exercise of stock options	$	3,508		$	-

See Accompanying Notes to the Condensed Consolidated Financial Statements.

DecisionPoint Systems, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 1: Description of Business

DecisionPoint Systems, Inc., which we sometimes refer to as the “Company”, “we” or “us”, is an enterprise mobility systems integrator that, through its subsidiaries, sells, installs, deploys and repairs mobile computing and wireless systems that are used both within a company’s facilities and in the field. These systems generally include mobile computers, mobile application software, and related data capture equipment including bar code scanners and radio frequency identification (“RFID”) readers. We also provide services, consulting, staging, kitting, deployment, maintenance, proprietary and third-party software and software customization as an integral part of our customized solutions for our customers. The suite of products utilizes the latest technologies with the intent to make complex mobile technologies easy to use, understand and keep running within all vertical markets such as merchandising, sales and delivery, field service, logistics and transportation and warehouse management.

In June 2018, we acquired 100% of the outstanding stock of Royce Digital Systems, Inc. (“RDS”). RDS provides innovative enterprise print and mobile technologies, deployment services and on-site maintenance.

In December 2020, we acquired 100% of the issued and outstanding membership interests of ExtenData Solutions, LLC (“ExtenData”). ExtenData is focused on enterprise mobility solutions and provides software product development, mobile computing, identification and wireless tracking solutions.

In January 2022, we acquired 100% of the issued and outstanding membership interests of Advanced Mobile Group, LLC (“AMG”). AMG provides services, hardware, software, integration, and wireless networking solutions, with deep experience in warehousing and distribution, manufacturing, mobile workforce automation, retailing, and healthcare segments.

Note 2: Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

We have prepared the accompanying unaudited condensed consolidated financial statements of DecisionPoint Systems, Inc. and its subsidiaries on the accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of DecisionPoint Systems, Inc. and its wholly owned subsidiaries, DecisionPoint Systems International (“DPSI”), DecisionPoint Systems Group, Inc. (“DPS Group”), RDS, ExtenData and AMG. AMG was acquired on January 31, 2022, and as such, has been consolidated into our financial position and results of operations beginning February 1, 2022. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted from these interim financial statements as permitted by SEC rules and regulations. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows for the interim periods presented. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of results to be expected for the full fiscal year.

Reverse Stock Split

In December 2021, we effectuated a reverse stock split of our outstanding shares of common stock at a ratio of 1-for-2. See Note 8, Stockholders’ Equity, for additional information. As a result, the number of shares and income per share disclosed throughout these consolidated financial statements have been retrospectively adjusted to reflect the reverse stock split. All share and per share information presented in this report has been retroactively adjusted to reflect the reverse stock split.

COVID-19

COVID-19 and the response to the pandemic have, at times, negatively impacted overall economic conditions. The potential future impacts of COVID-19, while uncertain, could materially adversely impact the Company’s results of operations.

Operating Segments

Under the Financial Accounting Standards Board Accounting Standards Codification 280-10, two or more operating segments may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective and basic principles, if the segments have similar characteristics, and if the segments are similar in each of the following areas: (i) the nature of products and services, (ii) the nature of the production processes, (iii) the type or class of customer for their products and services, and (iv) the methods used to distribute their products or provide their services. We believe each of the Company’s segments meet these criteria as they provide similar products and services to similar customers using similar methods of production and distribution. Because we believe each of the criteria set forth above has been met and each of the Company’s segments has similar characteristics, we aggregate results of operations in one reportable operating segment.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting policies involve judgments and uncertainties to such an extent that there is a reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis.

Income Taxes

Our quarterly provision for income taxes uses an annual effective tax rate based on the expected annual income and statutory tax rates. Our effective tax rate, including discrete items as more fully described below, was 27.6% for the six months ended June 30, 2022 and 6.2% for the six months ended June 30, 2021.

We recognize excess tax benefits (windfalls) and excess tax deficiencies (shortfalls) as discrete items in income taxes in the period that stock options are exercised. For the six months ended June 30, 2022, we recorded an income tax benefit and deferred tax asset of $0.1 million related to excess tax benefits for stock option exercises which represents the difference in deferred tax assets recorded at fair value during the vesting period and the actual deferred tax assets realized based on the intrinsic value on the date of exercise.

Operating Leases

For non-cancelable operating lease agreements, operating lease assets and operating lease liabilities are established for leases with an expected term greater than one year and we recognize lease expense on a straight-line basis.

We previously had an operating lease for office and warehouse space in Irvine, California with fixed minimum monthly payments of $13,945, an original lease expiration of June 2023 and an incremental borrowing rate of 4.75%. In February 2022, we reached an agreement with the lessor which allowed for an early termination of the operating lease on February 28, 2022. The monthly payments remained unchanged through February 2022, and we did not incur an early termination liability in result of the lease modification. On the date of termination, we reversed the related net book value of the operating lease asset of $0.2 million and the lease liability of $0.2 million.

In connection with the closure of the office and warehouse space in Irvine, California, we entered into a new lease agreement commencing in February 2022 to relocate that office and warehouse space to Laguna Hills, California. Pursuant to the lease agreement, the base rent of $39,778 per month begins on June 1, 2022 and will increase 3% annually. The lease expires on April 30, 2029. In February 2022, we established an operating lease liability of $3.1 million and operating lease assets of $3.0 million. In connection with the new lease agreement, we entered into a sublease agreement for the Laguna Hills office and warehouse location, and we will receive $24,254 per month commencing in February 2022 with a sublease expiration of October 31, 2023.

During the six months ended June 30, 2022, we also entered into several other non-cancelable operating lease agreements with terms greater than one year and established an operating lease liability of $0.1 million and operating lease assets of $0.1 million.

Revenue Recognition

We recognize revenue when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. We do not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.

We recognize contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to our clients. Unbilled receivables are recorded when we have an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when we invoice clients, or receive customer cash payments, in advance of performing the related services under the terms of a contract. Remaining performance obligations represent the transaction price allocated to the performance obligations that are unsatisfied as of the end of each reporting period. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation.

As of June 30, 2022, the total aggregate transaction price allocated to the unsatisfied performance obligations was approximately $16.4 million, of which approximately $13.1 million is expected to be recognized over the next 12 months.

As of December 31, 2021, the total aggregate transaction price allocated to the unsatisfied performance obligations was approximately $7.1 million.

We defer costs to acquire contracts, including commissions, incentives and payroll taxes if they are incremental and recoverable costs of obtaining a customer contract with a term exceeding one year. Deferred contract costs are amortized to sales and marketing expense over the contract term, generally over one to three years. We have elected to recognize the incremental costs of obtaining a contract with a term of less than one year as a selling expense when incurred. We include deferred contract acquisition costs in “Prepaid expenses and other current assets” in the consolidated balance sheets. As of June 30, 2022 and December 31, 2021, we deferred $0.3 million and $0.1 million, respectively, of related contract acquisition costs.

The following table summarizes net sales by revenue source (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021

Hardware and software	$	20,601	$	10,257	$	34,901	$	20,721
Consumables		2,091		1,317		3,371		2,776
Professional services		4,814		3,595		8,955		7,744
	$	27,506	$	15,169	$	47,227	$	31,241

Accounting Standards Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU will require the measurement of all expected credit losses for financial assets, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which, among other things, defers the effective date of ASU 2016-13 for public filers that are considered smaller reporting companies, as defined by the SEC, to fiscal years beginning after December 15, 2022, including interim periods within those years. Early adoption is permitted. Although management continues to analyze the provisions of this ASU, currently, we believe the adoption of this ASU will not significantly impact the Company’s consolidated results of operations and financial position.

There are no other accounting standards that have been issued but not yet adopted that we believe could have a material impact on our consolidated financial statements.

Note 3: Acquisitions

Advanced Mobile Group, LLC

On January 31, 2022, we entered into a Membership Unit Purchase Agreement and concurrently therewith closed upon the acquisition of all of the issued and outstanding membership interests of AMG for $5.1 million. The consideration we paid is comprised of cash of $4.6 million, of which $4.4 million was paid as of June 30, 2022, and an estimated earn-out obligation valued at $0.5 million, subject to the financial performance of AMG during each of the two years following the closing of the acquisition. As a result of the acquisition, AMG became a wholly owned subsidiary of the Company.

In June 2022, we continued to refine our analysis of the estimated fair value of the acquisition purchase price (including earn-outs) and the estimated fair value of the assets acquired and liabilities assumed in the acquisition. Changes to the fair value of assets and liabilities assumed at the date of AMG acquisition were a result of updating the purchase price allocation and were comprised of (i) $0.9 million decrease in customer lists and relationships, (ii) a $0.2 million decrease in the trade name, (iii) a $0.1 million increase in backlog, (iv) a $0.1 million increase in developed technology, (v) a $0.1 million decrease in deferred revenue and (vi) a $0.9 million increase in goodwill. We have not yet completed our final analysis of the estimated fair value of the acquisition purchase price (including earn-outs) and the estimated fair value of the assets acquired and liabilities assumed in the acquisition. We expect that significant goodwill and definite-lived intangible assets will be recognized upon completion of the required purchase price allocation analysis. In accordance with ASC 805 Business Combinations, the provisional amounts recorded below may be adjusted in future periods as management completes its acquisition analysis.

As of June 30, 2022, the allocation of the total consideration to the estimated fair value of acquired net assets as of the acquisition date for AMG is as follows (in thousands):

Cash	$	170
Accounts receivable		1,402
Inventory		129
Prepaids and other current assets		123
Customer lists and relationships		1,580
Trade name		330
Backlog		260
Developed technology		60
Accounts payable		(558	)
Accrued expenses		(152	)
Deferred revenue		(148	)
Total fair value excluding goodwill		3,196
Goodwill		1,884
Total consideration	$	5,080

The estimated useful lives of intangible assets recorded related to the AMG acquisition are as follows (in thousands):

		Expected Life
Customer lists and relationships		7 years
Trade name		3 years
Backlog		11 months
Developed technology		3 years

Other acquisition

In March 2022, we acquired the customer lists and relationships of Boston Technologies, a provider of mobile order management and route accounting software for direct store delivery (DSD) operations, for cash of $0.3 million.

Note 4: Intangible Assets

Definite lived intangible assets are as follows (in thousands):

	June 30, 2022							December 31, 2021
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Customer lists and relationships	$	7,590	$	(3,080	)	$	4,510	$	5,690	$	(2,453	)	$	3,237
Trade names		1,330		(827	)		503		1,000		(699	)		301
Developed technology		130		(62	)		68		70		(44	)		26
Backlog		320		(178	)		142		60		(60	)		-
	$	9,370	$	(4,147	)	$	5,223	$	6,820	$	(3,256	)	$	3,564

Amortization expense recognized during the three and six months ended June 30, 2022 was $0.3 million and $0.9 million, respectively. Amortization expense recognized during the three and six months ended June 30, 2021 was $0.3 million and $0.6 million, respectively. Amortization expense is calculated on an accelerated basis.

Note 5: Net Income Per Share

Basic net income per common share is computed by dividing the net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted net income per share is calculated similarly to basic per share amounts, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For periods in which there is a net loss, potentially dilutive securities are excluded from the computation of fully diluted net loss per share as their effect is anti-dilutive.

Below is a reconciliation of the fully dilutive securities effect for the three and six months ended June 30, 2022 and 2021 (in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income attributable to common stockholders	$	721	$	170	$	1,573	$	1,503

Weighted average basic common shares outstanding		7,222		6,942		7,209		6,913
Dilutive effect of stock options, warrants and restricted stock		469		450		511		734
Weighted average shares for diluted earnings per share		7,691		7,392		7,720		7,647

Basic income per share	$	0.10	$	0.02	$	0.22	$	0.22
Diluted income per share	$	0.09	$	0.02	$	0.20	$	0.20

Note 6: Line of Credit

Our Loan and Security Agreement (the “Loan Agreement”) with MUFG Union Bank, National Association (the “Bank”) provides for a revolving line of credit of up to $9.0 million with our obligations being secured by a security interest in substantially all of our assets. Loans extended to us under the Loan Agreement are scheduled to mature on July 31, 2024.

Interest and Fees

Loans under the Loan Agreement with an outstanding balance of at least $150,000 bear interest, at our option, at a base interest rate equal to the London Interbank Offered Rate (“LIBOR”) plus 2.50% or a base rate equal to an index offered by the Bank for the interest period selected and is payable at the on the last day of each month. If the LIBOR rate is selected, the interest rate on the loans adjusts at the end of each LIBOR rate period (1, 2, 3, 6, or 12 month term) selected by us. All other loan amounts bear interest at a rate equal to an index rate determined by the Bank, which shall vary when the index rate changes. As of June 30, 2022, the effective interest rate was the Prime Rate of 4.75%. We have the right to prepay variable interest rate loans, in whole or in part at any time, without penalty or premium. Amounts outstanding with a base interest rate may be prepaid in whole or in part provided we have given the Bank written notice of at least five days prior to prepayment and pay a prepayment fee. At any time prior to the maturity date, we may borrow, repay and reborrow amounts under the Loan Agreement, subject to the prepayment terms, and, as long as the total outstanding does not exceed $9.0 million. The Loan Agreement requires a commitment fee of 0.25% per year, payable quarterly and in arrears, on any unused portion of the line of credit.

Covenants

Under the Loan Agreement, we are subject to a variety of customary affirmative and negative covenants, including that we (i) achieve a net profit of not less than $1.0 million at the end of each fiscal year, (ii) maintain a ratio of total debt to EBITDA of not greater than 3.0:1.0 measured at the end of each quarter, and (iii) not realize a net loss for more than two consecutive quarters. The Loan Agreement also prohibits us from, or otherwise imposes restrictions on us with respect to, among other things, liquidating, dissolving, entering into any consolidation, merger, division, partnership, or other combination, selling or leasing a majority of our assets or business or purchase or lease all or the greater part of the assets or business of another entity or person.

As of June 30, 2022, we were in compliance with all of our covenants, were eligible to borrow up to $9.0 million, and had no outstanding borrowings under the line of credit.

Note 7: Term Debt

EIDL Promissory Note

On August 27, 2020, we received $0.2 million in connection with a promissory note from the SBA under the Economic Injury Disaster Loan (“EIDL”) program pursuant to the CARES Act. Under the terms of the EIDL promissory note, interest accrues on the outstanding principal at an interest rate of 3.75% per annum and with a term of 30 years with equal monthly payments of principal and interest of $731 beginning on August 27, 2021. As of June 30, 2022 and December 31, 2021, outstanding debt under the promissory note was $0.1 million.

Note 8: Stockholders’ Equity

We are authorized to issue two classes of stock designated as common stock and preferred stock. As of June 30, 2022, we are authorized to issue 60,000,000 total shares of stock. Of this amount, 50,000,000 shares are designated as common stock, each having a par value of $0.001 and 10,000,000 shares are designated as preferred stock, each having a par value of $0.001.

Reverse Stock Split

On December 13, 2021, DecisionPoint filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-2 reverse stock split of the outstanding shares of the Company’s common stock that were outstanding at the time the Certificate of Amendment was filed (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, every two shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up to the next whole number. The Reverse Stock Split reduced the number of shares of common stock outstanding however, the number of authorized shares of common stock under the Certificate of Incorporation remained unchanged at 50 million shares.

Proportionate adjustments were made to the per share exercise price and the number of shares of common stock that may be purchased upon exercise of outstanding warrants and stock options granted by the Company, and the number of shares of Common Stock reserved for future issuance under the Company’s 2014 Equity Incentive Plan , as amended (the “2014 Plan”).

Warrants

The following table summarizes information about our outstanding common stock warrants as of June 30, 2022:

	Date		Strike		Total Warrants Outstanding and		Total Exercise Price		Weighted Average Exercise
	Issued	Expiration	Price		Exercisable		(in thousands)		Price
Warrants - Common Stock	Jun-18	Jun-23	$	1.00		316,800	$	317
Warrants - Common Stock	Oct-18	Oct-23		1.40		26,250		37
						343,050	$	354	$	1.04

In February 2021, the common stock warrants issued by the Company in September 2016 were fully exercised by all of the holders on a cashless basis. As a result of the cashless exercise, 151,504 shares of common stock were issued.

There were no warrants issued, exercised, forfeited, or expired during the six months ended June 30, 2022.

Note 9: Share-Based Compensation

Under our amended 2014 Plan 1,100,000 shares of our common stock are reserved for issuance under the 2014 Plan (as adjusted for the Reverse Stock Split).

Under the 2014 Plan, common stock incentives may be granted to our officers, employees, directors, consultants, and advisors (and prospective directors, officers, managers, employees, consultants and advisors) and our affiliates can acquire and maintain an equity interest in us, or be paid incentive compensation, which may (but need not) be measured by reference to the value of our common stock.

The 2014 Plan permits us to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock and other stock bonus awards and performance compensation awards.

The 2014 Plan is administered by the Board of Directors, or a committee appointed by the Board of Directors, which determines recipients and the number of shares subject to the awards, the exercise price and the vesting schedule. The term of stock options granted under the 2014 Plan cannot exceed ten years. Options shall not have an exercise price less than 100% of the fair market value of our common stock on the grant date, and generally vest over a period of three years. If the individual possesses more than 10% of the combined voting power of all classes of our stock, the exercise price shall not be less than 110% of the fair market of a share of common stock on the date of grant.

The following table summarizes stock option activity under the 2014 Plan for the six months ended June 30, 2022:

	Stock Options			Grant Date Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
						(in years)		($ in thousands)
Outstanding at January 1, 2022		1,002,750		$	3.00
Granted		187,750			5.49
Forfeited or expired		(78,125	)		2.07
Exercised		(563,959	)		3.44
Outstanding at June 30, 2022		548,416		$	3.53		2.6	$	539
Exercisable at June 30, 2022		358,466		$	3.39		2.4	$	445

During the six months ended June 30, 2022, certain employees exercised vested stock options through a cashless exercise. The options exercised were net settled in satisfaction of the exercise price and employee share-based tax withholding. These shares were issued pursuant to an S-8 Registration Statement dated July 7 ,2021 with respect to shares issuable pursuant to the 2014 Plan. The exercised options, utilizing a cashless exercise, are summarized in the following table:

Options

exercised

Weighted

Average

Exercise

Price

Shares Net

Settled for

Exercise

Shares

Withheld

for Taxes (1)

Net Shares

Issued

Weighted

Average

Share Price

Employee

Share-Based

Tax

Withholding (1)

550,834

3.48

194,681

142,479

213,674

9.85

1,403,191

(1)

Shares withheld for employee taxes of 142,479 represents the equivalent shares for employee tax withholding of $1.4 million. The employee tax withholding is based on the statutory rates for each employee on the date of exercise. ASU 2016-09 clarifies that employee taxes paid in lieu of shares issued for share-based compensation should be considered similar to a share repurchase. Accordingly, employee taxes paid by us are recorded as a reduction to stockholders’ equity on the date of exercise and classified as a financing activity on the statement of cash flows when taxes are paid to the taxing authorities.

Share-based compensation cost is measured at the grant date based on the fair value of the award. The fair values of stock options granted during the six months ended June 30, 2022 were estimated using the Black-Scholes option-pricing model with the following assumptions:

Weighted average grant-date fair value per option granted	$	4.15
Expected option term	3.2 years
Expected volatility factor		69.0	%
Risk-free interest rate		2.61	%
Expected annual dividend yield		—

We estimate expected volatility using historical volatility of common stock of our peer group over a period equal to the expected life of the options. The expected term of the awards represents the period of time that the awards are expected to be outstanding. We considered expectations for the future to estimate employee exercise and post-vest termination behavior. We do not intend to pay common stock dividends in the foreseeable future, and therefore have assumed a dividend yield of zero. The risk-free interest rate is the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected term of the awards.

As of June 30, 2022, there was $0.1 million of total unrecognized share-based compensation related to unvested stock options. These costs have a weighted average remaining recognition period of 1.3 years.

Note 10: Contingencies

Litigation

From time to time, we are subject to litigation incidental to the conduct of our business. When applicable, we record accruals for contingencies when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in our opinion, individually or in the aggregate, no such lawsuits are expected to have a material effect on our condensed consolidated financial position or results of operations.

Concentrations

Two customers accounted for 19% and 20% of consolidated revenue during the three months ended June 30, 2022, and 11% and 18% of consolidated revenue during the six months ended June 30, 2022. One customer accounted for approximately 10% and 15% of consolidated net revenues during the three and six months ended June 30, 2021, respectively. Trade accounts receivable from one customer represented 31% of net consolidated receivables at June 30, 2022 and trade accounts receivable from three customers represented approximately 19%, 12% and 11% of net consolidated receivables at June 30, 2021.

Two vendors accounted for 44% and 17% of all consolidated purchases during the three months ended June 30, 2022, and these same two vendors accounted for 39% and 21% of all consolidated purchased during the six months ended June 30, 2022. For the prior year periods, these same vendors accounted for 26% and 30% of all consolidated purchases for the three months ended June 30, 2021, 24% and 14% for the six months ended June 30, 2021. No other vendor accounted for more than 10% of purchases during the three and six months ended June 30, 2022 and 2021.

As of June 30, 2022, two vendors accounted for 50% and 17% of total accounts payable. As of June 30, 2021, the same two vendors accounted for 32% and 40% of the total accounts payable. No other vendor accounted for more than 10% of accounts payable as of June 30, 2022 and 2021.

A significant decrease or interruption in business from our significant customers or vendors could have a material adverse effect on our business, financial condition and results of operations. Financial instruments that potentially expose us to a concentration of credit risk principally consist of accounts receivable. We sell product to a large number of customers in many different geographic regions. To minimize credit risk, we perform ongoing credit evaluations of our customers’ financial condition.

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

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains statements that discuss future events or expectations, projections of results of operations or financial condition, trends in our business, business prospects and strategies and other “forward-looking” information. In some cases, you can identify “forward-looking statements” by words like “may,” “will,” “should,” “expects,” These statements may relate to, among other things, our expectations regarding for our financial results, revenue, operating expenses and other financial measures in future periods, and the adequacy of our sources of liquidity to satisfy our working capital needs, capital expenditures, and other liquidity requirements. Our actual results may differ materially from those anticipated in these forward-looking statements. Among the factors that could cause actual results to differ materially are the factors discussed under “Risk Factors” in documents and reports we have filed with the Securities and Exchange Commission. Some additional factors that could cause actual results to differ include:

	●	our plans to obtain any requisite outside funding for our current and proposed operations and potential acquisition and expansion efforts;
	●	the impacts from the COVID-19 pandemic, or any other health epidemic, on our business, and our clientele, together with the resulting disruptions to supply chains, the labor markets, or the global economy as a whole;
	●	the concentration of our customers and vendors and the potential effect of the loss of a significant customer or vendor;
	●	debt obligations of the Company arising from our line of credit from time to time or otherwise;
	●	our ability to integrate the business operations of businesses that we acquire from time to time;
	●	our prior history of operating losses;
	●	our ability to compete with companies producing similar products and services;
	●	the scope of protection we are able to establish and maintain for intellectual property rights covering our products and technology;
	●	the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
	●	general economic conditions, including effects of inflation, market volatility, interest rate increases, and effects of geopolitical events domestically and abroad;
	●	our ability to develop and maintain our corporate infrastructure, including our internal controls;
	●	our ability to develop innovative new products; and
	●	our financial performance.

Our financial statements are stated in United States Dollars (“$”) and are prepared in accordance with U.S. GAAP. In this Quarterly Report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

Overview

We are a provider and integrator of mobility and wireless systems for business organizations. We design, deploy and support mobile computing systems that enable customers to access employers’ data networks at various locations (i.e. the retail selling floor, nurse workstations, warehouse and distribution centers or on the road deliveries via enterprise-grade handheld computers, printers, tablets, and smart phones). We also integrate data capture equipment including bar code scanners and radio frequency identification (RFID) readers.

In January 2022, we completed the acquisition of Advanced Mobile Group, LLC (“AMG”), a privately held company headquartered in Doylestown, Pennsylvania. We acquired AMG to expand our mobility-first enterprise solutions and service offerings and grow its capabilities in the mid-Atlantic region. AMG is a regional leader providing services, hardware, software, integration, and wireless networking solutions, with deep experience in warehousing and distribution, manufacturing, mobile workforce automation, retailing, and healthcare segments, with approximately 600 customers.

The future impact of the COVID-19 pandemic on our business and results of operations is unknown and will depend on future developments, which fluctuate and are highly uncertain and cannot be predicted with confidence, including the duration and severity of the COVID-19 pandemic, the spread of the new variants of the virus domestically or abroad, the effectiveness of vaccines and vaccination rates, and additional preventative and protective actions that governments, or we or our customers, may implement, which may result in an extended period of continued business disruption and reduced operations. Certain of our customers, particularly those in the retail sector, have at times been significantly impacted by COVID-19 and the pandemic has contributed to disruptions in supply chains and labor shortages across industries, and we have experienced supplier shipment delays due to a supply chain and logistic challenges resulting in delays in product revenue recognition. Our results of operations during the first half of 2022 are not necessarily indicative of results to be expected in the remainder of 2022 in light of the uncertainties surrounding the impact of the COVID-19 pandemic and continuing issues with logistics and supply chain disruptions through the date of this report.

In addition, general economic uncertainty and volatility arising from geopolitical events and concerns, inflation, rises in energy prices, changes in interest rates and general declines in capital spending in the information technology sector (and the economy in general) make it difficult to predict changes in the purchasing requirements of our customers and the markets we serve and whether our results of operations will be materially impacted.

Components of Results of Operations

Net Sales

Net sales reflect revenue from the sale of hardware, software, consumables and professional services (including hardware and software maintenance) to our clients, net of sales taxes.

Revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. We do not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.

Cost of Sales, Sales and Marketing Expenses, and General and Administrative Expenses

The following illustrates the primary costs classified in each major expense category:

Cost of sales, include:

	●	Cost of goods sold for hardware, software and consumables;
	●	Cost of professional services, including maintenance;
	●	Markdowns of inventory; and
	●	Freight expenses.

Sales and marketing expenses, include:

	●	Sales salaries, benefits and commissions;
	●	Consulting;
	●	Marketing tools;
	●	Travel; and
	●	Marketing promotions and trade shows.

General and administrative expenses, include:

	●	Corporate payroll and benefits;
	●	Depreciation and amortization;
	●	Rent;
	●	Utilities; and
	●	Other administrative costs such as maintenance of corporate offices, supplies, legal, consulting, audit and tax preparation and other professional fees.

Results of Operations

The following table summarizes key components of our results of operations for the periods indicated, both in dollars and as a percentage of our net sales (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Statements of Operations Data:	(unaudited)
Net sales	$	27,506		$	15,169		$	47,227		$	31,241
Cost of sales		21,179			11,673			36,225			23,907
Gross profit		6,327			3,496			11,002			7,334
Sales and marketing expenses		2,384			1,910			4,560			3,799
General and administrative expenses		1,960			1,474			4,220			3,094
Total operating expenses		4,344			3,384			8,780			6,893
Operating income		1,983			112			2,222			441
Interest expense		(9	)		(21	)		(35	)		(50	)
Gain on extinguishment of debt		-			-			-			1,211
Other expense		(21	)		-			(16	)		-
Income before income taxes		1,953			91			2,171			1,602
Income tax (expense) benefit		(1,232	)		79			(598	)		(99	)
Net income attributable to common shareholders	$	721		$	170		$	1,573		$	1,503
Percentage of Net Sales:
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		77.0	%		77.0	%		76.7	%		76.5	%
Gross profit		23.0	%		23.0	%		23.3	%		23.5	%
Sales and marketing expenses		8.7	%		12.6	%		9.7	%		12.2	%
General and administrative expenses		7.1	%		9.7	%		8.9	%		9.9	%
Total operating expenses		15.8	%		22.3	%		18.6	%		22.1	%
Operating income		7.2	%		0.7	%		4.7	%		1.4	%
Interest expense		0.0	%		0.1	%		-0.1	%		0.2	%
Gain on extinguishment of debt		—	%		—	%		—	%		3.9	%
Other expense		-0.1	%	—		%		0.0	%		0.0	%
Income before income taxes		7.1	%		0.6	%		4.6	%		5.1	%
Income tax (expense) benefit		-4.5	%		0.5	%		-1.3	%		0.3	%
Net income attributable to common shareholders		2.6	%		1.1	%		3.3	%		4.8	%

Results of Operations for the Second Quarter of 2022 Compared to the Second Quarter of 2021 (Unaudited)

Net sales

	Three Months Ended June 30,				Dollar		Percent
	2022		2021		Change		Change
	(dollars in thousands)
Hardware and software	$	20,601	$	10,257	$	10,344		100.9	%
Consumables		2,091		1,317		774		58.8	%
Services		4,814		3,595		1,219		33.9	%
	$	27,506	$	15,169	$	12,337		81.3	%

Net sales increased by 81.3%, or $12.3 million, during the three months ended June 30, 2022 as compared to the same period of the prior year. The increase in net sales was primarily driven by two significant, unplanned equipment orders by two of our large enterprise customers and a $1.9 million increase in overall net sales associated with sales by AMG which we acquired on January 31, 2022 (and, thus, there were no corresponding sales by AMG included in our results of operations for the comparable period in 2021).

Cost of sales

	Three Months Ended June 30,				Dollar		Percent
	2022		2021		Change		Change
	(dollars in thousands)
Hardware and software	$	16,371	$	8,290	$	8,081		97.5	%
Consumables		1,498		918		580		63.2	%
Services		3,310		2,465		845		34.3	%
	$	21,179	$	11,673	$	9,506		81.4	%

Cost of sales increased by 81.4%, or $9.5 million during the three months ended June 30, 2022 as compared to the same prior year period primarily due to higher hardware sales volume and a $1.3 million increase in overall cost of sales associated with cost of sales of AMG that we acquired on January 31, 2022 (and, thus, there were no corresponding costs of sales of AMG included in our results of operations for the comparable period in 2021).

Gross profit

	Three Months Ended June 30,
	2022			2021
	(dollars in thousands)
Gross profit:
Hardware and software	$	4,230		$	1,967
Consumables		593			399
Services		1,504			1,130
Total gross profit	$	6,327		$	3,496

Gross profit percentage:
Hardware and software		20.5	%		19.2	%
Consumables		28.4	%		30.3	%
Services		31.2	%		31.4	%
Total gross profit percentage		23.0	%		23.0	%

Gross profit increased $2.8 million for the three months ended June 30, 2022 as compared to the prior year period, primarily as a result of overall higher sales volume and the other impacts noted above. Overall gross profit margin remained flat with the prior year period.

Sales and marketing expenses

	Three Months Ended June 30,						Dollar		Percent
	2022			2021			Change		Change
	(dollars in thousands)
Sales and marketing expenses	$	2,384		$	1,910		$	474		24.8	%
As a percentage of sales		8.7	%		12.6	%				(3.9	)%

Sales and marketing expenses increased $0.5 million, or 24.8%, for the three months ended June 30, 2022 as compared to the prior year period primarily due to increased commissions on higher sales volume during the second quarter of 2022, combined with increased expenses for AMG operations that was acquired on January 31, 2022 (and, thus, there were not corresponding sales and marketing expenses of AMG included in our results of operations for the comparable period in 2021). As a percentage of sales, sales and marketing expenses decreased 390 basis points primarily due to higher sales volume for the three months ended June 30, 2022.

General and administrative expenses

	Three Months Ended June 30,						Dollar		Percent
	2022			2021			Change		Change
	(dollars in thousands)
General and administrative expenses	$	1,960		$	1,474		$	486		33.0	%
As a percentage of sales		7.1	%		9.7	%				(2.6	)%

General and administrative expenses increased $0.5 million, or 33.0%, for the three months ended June 30, 2022 as compared to the same period of the prior year. The increase in these expenses was due to higher professional and accounting fees, increased rent costs and a $0.3 million increase in expenses primarily associated with the acquisition of AMG on January 31, 2022 (and, thus, there were no corresponding general and administrative expenses by AMG included in our results of operations for the comparable period in 2021). As a percentage of sales, general and administrative costs decreased 260 basis points primarily due the higher sales volume in the second quarter of 2022.

Interest expense. The decrease in interest expense to $9,000 for the second quarter of 2022 from $21,000 from the same period last year was due to a decrease in debt levels as compared to the same period last year.

Income tax (expense) benefit. Income tax expense was approximately $1.2 million for the three months ended June 30, 2022 compared to an income tax benefit of $79,000 for the three months ended June 30, 2021. The income tax expense was primarily due to higher income before income taxes.

Net income. Net income was $0.7 million compared to $0.2 million in the same period last year.

Results of Operations for the Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021 (Unaudited)

Net sales

	Six Months Ended June 30,				Dollar		Percent
	2022		2021		Change		Change
	(dollars in thousands)
Hardware and software	$	34,901	$	20,721	$	14,180		68.4	%
Consumables		3,371		2,776		595		21.4	%
Professional services		8,955		7,744		1,211		15.6	%
	$	47,227	$	31,241	$	15,986		51.2	%

Net sales increased by 51.2%, or $16.0 million, during the six months ended June 30, 2022 as compared to the same period of the prior year. The increase in net sales was primarily driven by two significant, unplanned equipment orders by two of our large enterprise customers and a $4.1 million increase in overall net sales associated with sales by AMG which we acquired on January 31, 2022 (and, thus, there were no corresponding sales by AMG included in our results of operations for the comparable period in 2021).

Cost of sales

Six Months Ended

June 30,

Dollar

Percent

2022

2021

Change

(dollars in thousands)

SEC Form 10-Q filed by DecisionPoint Systems Inc.